10-Q

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 June 30, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 0-20278

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 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 July 31, 2008: 23,124,702

ENCORE WIRE CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

	Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Consolidated Balance Sheets June 30, 2008 (Unaudited) and December 31, 2007		3
Consolidated Statements of Income (Unaudited) Quarters and Six Months ended June 30, 2008 and June 30, 2007		5
Consolidated Statements of Cash Flows (Unaudited) Six Months ended June 30, 2008 and June 30, 2007		6
Notes to Consolidated Financial Statements		7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		17
ITEM 4. Controls and Procedures		17
PART II. OTHER INFORMATION
ITEM 1A. Risk Factors		18
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
ITEM 4. Submission of Matters to a Vote of Security Holders		18
ITEM 5. Other Information		19
ITEM 6. Exhibits		19
Signatures		20
Fourth Amendment to Credit Agreement
Certification by Daniel L. Jones, President and Chief Executive Officer Pursuant to Section 302
Certification by Fank J. Bilban, Vice President-Finance, Chief Financial Officer, Treasurer and Secretary Pursuant to Section 302
Certification by Daniel L. Jones, President and Chief Executive Officer Pursuant to Section 906
Certification of CFO Pursuant to Section 906

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PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

ENCORE WIRE CORPORATION

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2008			2007
In Thousands of Dollars	(Unaudited)			(See Note)
ASSETS
Current assets:
Cash and cash equivalents	$	104,641		$	78,895
Accounts receivable (net of allowance of $1,153 and $1,003)		239,835			216,780
Inventories		67,894			82,013
Prepaid expenses and other assets		1,244			8,503
Current taxes receivable		2,926			9,784
Total current assets		416,540			395,975
Property, plant and equipment – at cost:
Land		10,837			10,837
Construction in progress		14,139			10,058
Buildings and improvements		64,615			61,342
Machinery and equipment		143,315			142,867
Furniture and fixtures		6,543			6,124
Total property, plant and equipment		239,449			231,228
Accumulated depreciation and amortization		(119,689	)		(113,397	)
Net property, plant and equipment		119,760			117,831
Other assets		98			106
Total assets	$	536,398		$	513,912

Note: The consolidated balance sheet at December 31, 2007, as presented, is derived from the audited consolidated financial statements at that date.

See accompanying notes.

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ENCORE WIRE CORPORATION

CONSOLIDATED BALANCE SHEETS (continued)

	June 30,			December 31,
	2008			2007
In Thousands of Dollars, Except Share Data	(Unaudited)			(See Note)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	36,245		$	22,170
Accrued liabilities		21,265			23,162
Current deferred income taxes		2,201			3,733
Total current liabilities		59,711			49,065
Non-current deferred income taxes		8,555			8,968
Long term notes payable		100,794			100,910
Stockholders’ equity:
Common stock, $.01 par value: Authorized shares - 40,000,000; Issued shares - 26,140,952 and 26,123,952		261			261
Additional paid-in capital		42,213			41,806
Treasury stock, at cost - 3,016,250 and 2,883,350 shares		(19,378	)		(17,315	)
Retained earnings		344,242			330,217
Total stockholders’ equity		367,338			354,969
Total liabilities and stockholders’ equity	$	536,398		$	513,912

Note: The consolidated balance sheet at December 31, 2007, as presented, is derived from the audited consolidated financial statements at that date.

See accompanying notes.

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ENCORE WIRE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Quarter Ended				Six Months Ended
	June 30,				June 30,
In Thousands of Dollars, Except Per Share Data	2008		2007		2008		2007
Net sales	$	322,845	$	333,635	$	604,604	$	594,364
Cost of goods sold		303,322		286,073		549,610		522,058
Gross profit		19,523		47,562		54,994		72,306
Selling, general, and administrative expenses		16,923		16,835		31,390		30,415
Operating income		2,600		30,727		23,604		41,891
Net interest and other income and expense		587		1,152		1,320		2,305
Income before income taxes		2,013		29,575		22,284		39,586
Provision for income taxes		682		9,865		7,334		13,436
Net income	$	1,331	$	19,710	$	14,950	$	26,150
Net income per common and common equivalent shares — basic	$	0.06	$	0.84	$	.65	$	1.12
Weighted average common and common equivalent shares — basic		23,120		23,356		23,138		23,335
Net income per common and common equivalent shares — diluted	$	0.06	$	0.83	$	0.64	$	1.10
Weighted average common and common equivalent shares — diluted		23,426		23,712		23,427		23,703
Cash dividends declared per share	$	0.02	$	0.02	$	0.04	$	0.04

See accompanying notes.

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ENCORE WIRE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended
	June 30,
In Thousands of Dollars	2008			2007
OPERATING ACTIVITIES
Net income	$	14,950		$	26,150
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		7,156			6,792
Deferred income tax benefit		(1,945	)		(156	)
Excess tax benefits of options exercised		(84	)			(44	)
Other		429			134
Changes in operating assets and liabilities:
Accounts receivable		(23,205	)		(20,873	)
Inventories		14,119			(13,777	)
Trade accounts payable and accrued liabilities		12,180			10,359
Other assets		7,089			(546	)
Current income taxes payable		6,943			28,220
NET CASH PROVIDED BY OPERATING ACTIVITIES		37,630			36,259
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(9,269	)		(11,912	)
Proceeds from sale of equipment		166			145
Other		—			5
NET CASH USED IN INVESTING ACTIVITIES		(9,103	)		(11,762	)
FINANCING ACTIVITIES
Purchase of treasury stock		(2,063	)		—
Proceeds from issuance of common stock		124			582
Dividend paid		(927	)		(932	)
Excess tax benefit of options exercised		85			44
NET CASH USED IN FINANCING ACTIVITIES		(2,781	)		(306	)
Net increase in cash and cash equivalents		25,746			24,191
Cash and cash equivalents at beginning of period		78,895			24,603
Cash and cash equivalents at end of period	$	104,641		$	48,794

See accompanying notes.

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ENCORE WIRE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2008

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, 2007.

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 (in thousands):

	June 30,			December 31,
	2008			2007
Raw materials	$	33,917		$	28,190
Work-in-process		16,519			14,919
Finished goods		114,261			113,756
		164,697			156,865
Adjust to LIFO cost		(96,803	)		(74,852	)
		67,894			82,013
Lower of Cost or Market Adjustment		—			—
	$	67,894		$	82,013

LIFO pools are established and “frozen” 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.

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During 2008, the Company liquidated a portion of the LIFO inventory layer established in prior years. As a result, under the LIFO method, this inventory layer was liquidated at historical costs, that were less than current costs, which favorably impacted net income for the year to date by $1,357,000.

NOTE 3 – ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	June 30,		December 31,
In Thousands of Dollars	2008		2007
Sales volume discounts payable	$	14,925	$	15,590
Property taxes payable		978		1,940
Commissions payable		2,877		2,317
Accrued salaries		1,551		2,377
Other accrued liabilities		934		938
	$	21,265	$	23,162

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 (in thousands):

	Quarter Ended		Quarter Ended
	6/30/08		6/30/07
Numerator:
Net income	$	1,331	$	19,710
Denominator:
Denominator for basic earnings per share – weighted average shares		23,120		23,356
Effect of dilutive securities:
Employee stock options		306		356
Denominator for diluted earnings per share – weighted average shares		23,426		23,712

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

	Six Months Ended		Six Months Ended
	6/30/08		6/30/07
Numerator:
Net income	$	14,950	$	26,150
Denominator:
Denominator for basic earnings per share – weighted average shares		23,138		23,335
Effect of dilutive securities:
Employee stock options		289		368
Denominator for diluted earnings per share – weighted average shares		23,427		23,703

Weighted average employee stock options excluded from the determination of diluted earnings per share were 208,750 in 2008 and 50,000 in 2007. 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, as disclosed in previous filings with the SEC. 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, as disclosed in previous filings with the SEC. In 2007, the Financing Agreement was amended to reflect the Company as the primary obligor of the indebtedness as a result of the reorganization transaction described below 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 June 30, 2008, as computed under the Financing Agreement, as amended, was $150,000,000. 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

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outstanding to adjusted earnings) is payable on the unused line of credit. On June 30, 2008, the balance borrowed and outstanding under the Financing Agreement was zero.

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 quarter and six months ended June 30, 2008, $58,000 and $116,000, respectively, were recognized as reductions in interest expense in the accompanying consolidated statements of income.

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.

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 August 6, 2008. Under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement, the Company is allowed to pay cash dividends. At June 30, 2008, 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 27, 2009, 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.

Effective June 30, 2007, the Company consummated a reorganization in order to simplify its corporate structure and become an operating company. As a part of the reorganization, the Company became the primary obligor of the indebtedness under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement. The Company entered into amendments to each of such agreements and issued new notes to the banks, the 2004 Purchasers and the 2006 Purchasers.

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NOTE 6 – STOCK REPURCHASE AUTHORIZATION

On November 10, 2006, the Board of Directors of the Company approved a stock repurchase program covering the purchase of up to 1,000,000 additional shares of its common stock dependent upon market conditions. Common stock purchases under this program were authorized through December 31, 2007 on the open market or through privately negotiated transactions at prices determined by the President of the Company. There were no repurchases of stock in 2006. This stock repurchase plan replaced the prior stock repurchase plan. On November 28, 2007, the Board of Directors authorized an extension of the stock repurchase plan through December 31, 2008 for the then remaining 990,000 shares. The Company repurchased zero shares of its stock in the first half of 2007, 132,900 shares of its stock in the first quarter of 2008, and zero shares in the second 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 plant operates 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 86.5% and 82.3% of the Company’s cost of goods sold during fiscal 2007 and 2006, 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 and six-month periods ended June 30, 2008 and 2007. 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, 2007.

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Results of Operations

Quarter Ended June 30, 2008 Compared to Quarter Ended June 30, 2007

Net sales for the second quarter of 2008 amounted to $322.8 million compared with net sales of $333.6 million for the second quarter of 2007. This slight dollar decrease was primarily the result of a 7.6% decrease in unit volume of wire shipped measured in pounds of copper contained in the wire sold, offset by a 4.7% increase in the average price of wire sold. The average cost per pound of raw copper purchased increased 11.6% in the second quarter of 2008 compared to the second quarter of 2007. The 11.6% increase in copper costs versus the 4.7% increase in wire prices compressed the spread, resulting in decreased gross margins in the second quarter of 2008 versus the second quarter of 2007. Fluctuations in sales prices are primarily a result of changing copper raw material prices and product price competition.

Cost of goods sold increased to $303.3 million, or 94.0% of net sales, in the second quarter of 2008, compared to $286.1 million, or 85.7% of net sales, in the second quarter of 2007. Gross profit decreased to $19.5 million, or 6.0% of net sales, in the second quarter of 2008 versus $47.6 million, or 14.3% of net sales, in the second quarter of 2007. The decreased gross profit and gross margin percentages were primarily the result of industry wide pricing trends that decreased the spread between the selling price of copper wire and the purchase cost of raw copper and other materials. The spread between the average selling price of wire (measured in units of wire containing a pound of copper) minus the cost of all raw materials (including the LIFO adjustment) decreased by over $0.32 per pound in the second quarter of 2008 versus the second quarter of 2007. Management believes that margins were driven lower largely due to the slowdown in construction in the United States, which has spawned price-cutting by certain competitors who have attempted to take unit volume from other competitors in a declining market.

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 costs of goods sold for that period.

As a result of increasing copper costs, partially offset by a decrease in the amount of inventory on hand during the second quarter 2008, as discussed further below under “Liquidity and Capital Resources”, a LIFO adjustment was recorded, increasing cost of sales by $8.9 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

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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 second quarter of 2008 were $14.2 million, or 4.4% of net sales, compared to $14.2 million, or 4.3% of net sales, for the second quarter of 2007. The slight percentage increase was due to the increase in freight costs as a percentage of net sales. Freight costs increased on a per pound basis, primarily due to higher fuel costs in the trucking industry. General and administrative expenses were virtually flat at $2.7 million and 0.8% of net sales, in the second quarter of 2008 compared to $2.6 million, or 0.8% of net sales, in the second quarter of 2007. The general and administrative costs are semi-fixed by nature and therefore do not fluctuate proportionately with sales. The provision for bad debts was $75,000 and $30,000 in the second quarter of 2008 and 2007, respectively.

Net interest and other income and expenses were $586,000 in the second quarter of 2008 compared to $1.2 million in the second quarter of 2007. The decrease was due primarily to lower average interest rates during the second quarter of 2008 than during the comparable period in 2007. Taxes were accrued at an effective rate of 33.9% in the second quarter of 2008 consistent with the Company’s estimated liabilities. This rate increased from 33.4% in the second quarter of 2007 primarily due to small state tax rate adjustments that have a greater percentage impact in the second quarter of 2008 due to the lower pre-tax income in 2008 than they would have in quarters with larger pre-tax earnings.

As a result of the foregoing factors, the Company’s net income decreased to $1.3 million in the second quarter of 2008 from $19.7 million in the second quarter of 2007.

Six Months Ended June 30, 2008 compared to Six Months Ended June 30, 2007

Net sales for the first six months of 2008 amounted to $604.6 million compared with net sales of $594.4 million for the first half of 2007. This dollar increase was primarily the result of a 12.7% increase in the average price of wire sold, offset largely by a 9.7% decrease in the unit volume of wire sold, measured in pounds of copper contained in the wire. The average cost per pound of raw copper purchased, however, increased 17.5% in the first six months of 2008 compared to the first six months of 2007. The 17.5% increase in copper costs versus the 12.7% increase in wire prices compressed the spread between the two, driving gross margins down as discussed in the quarterly analysis above. Fluctuations in sales prices are primarily a result of changing copper raw material prices and product price competition.

Cost of goods sold increased to $549.6 million in the first six months of 2008, compared to $522.1 million in the first six months of 2007. Gross profit decreased to $55.0 million, or 9.1% of net sales, in the first six months of 2008 versus $72.3 million, or 12.2% of net sales, in the first six months of 2007. The decreased gross profit and gross margin percentages were primarily the result of the margin erosion in 2008 versus 2007 as 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

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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 entry 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 costs of goods sold for that period.

As a result of increasing copper costs offset somewhat by a decreased amount of inventory on hand during the first six months of 2008, a LIFO adjustment was recorded increasing cost of sales by $21.9 million during the period. Based on the current copper prices, there is no LCM adjustment 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 six months of 2008 increased slightly to $26.0 million, or 4.3% of net sales, compared to $25.5 million, or 4.3% of net sales, in the same period of 2007. General and administrative expenses increased marginally to $5.2 million, or 0.9% of net sales, in the first six months of 2008 compared to $4.9 million, or 0.8% of net sales, in the same period of 2007. The general and administrative costs are semi-fixed by nature and therefore do not fluctuate proportionately with sales. The provision for bad debts was $150,000 and $60,000 in the first six months of 2008 and 2007, respectively. The Company is increasing its’ bad debt provision this year due to the generally poor economic climate in the construction industry, but has experienced no write-offs in the first six months of 2008.

Net interest expense was $1.3 million in the first six months of 2008 compared to $2.3 million in the first half of 2007. The decrease was due primarily to lower average interest rates during the first half of 2008 than during the comparable period in 2007.

As a result of the foregoing factors, the Company’s net income decreased to $15.0 million in the first half of 2008 from $26.1 million in the first half of 2007.

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. The Company uses its’ revolving credit facility to manage day to day operating cash needs as required by daily fluctuations in working capital. The total debt balance fluctuates daily as cash inflows differ from cash outflows.

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The Company is party to a Financing Agreement with two banks, Bank of America, N.A., as Agent, and Wells Fargo Bank, National Association (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, as disclosed in previous filings with the SEC. 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, as disclosed in previous filings with the SEC. In 2007, the Financing Agreement was amended to reflect the Company as the primary obligor of the indebtedness as a result of the reorganization transaction 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 June 30, 2008, as computed under the Financing Agreement, as amended, was $150,000,000.

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 quarter and six months ended June 30, 2008, $58,000 and $116,000, respectively, were recognized as reductions in interest expense in the accompanying consolidated statements of income.

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.

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 August 6, 2008. Under the Financing Agreement, the 2004 Note Purchase Agreement and the 2006 Note Purchase Agreement, the Company is allowed to pay cash dividends. At June 30, 2008,

15

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 27, 2009, 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.

Cash provided by operations was $37.6 million in the first six months of 2008 compared to $36.3 million of cash provided by operations in the first six months of 2007. While this amount was fairly constant, there are notable changes in components that deserve mention. Net income decreased $11.2 million in 2008 versus 2007, reducing cash flow. This net income decrease was offset by an increase in cash flow of $27.9 million due to lower inventory levels in 2008 versus 2007. In 2008, the Company reduced inventory dollars by reducing the units of inventory on hand while in 2007, inventory units increased. The Company made a concerted effort to manage inventory levels in the first half of 2008, in concert with lower sales volumes. This was offset somewhat by a $21.3 million reduction in the cash flow from current income taxes payable, due primarily to reduced earnings in 2008. Net income decreased due to the reasons highlighted in “Results of Operations”, above.

Cash used in investing activities decreased to $9.1 million in the first six months of 2008 from $11.8 million in the first six months of 2007. In 2007, the funds were primarily used to construct a new office building. In 2008, the funds were primarily used to purchase various manufacturing equipment. The $2.8 million used in financing activities in the first six months of 2008, were primarily the result of the Company’s $2.1 million expenditure to repurchase its common stock and $927,000 paid in dividends. In 2007, the Company did not repurchase any stock and paid $932,000 in dividends.

During the remainder of 2008, the Company expects its capital expenditures will consist primarily of additional plant and equipment for its building wire operations. The total capital expenditures for all of 2008 associated with these projects are currently estimated to be in the $16.0 to $20.0 million range. The Company will continue to manage its working capital requirements. These requirements may increase as a result of expected continued sales increases and may be impacted by the price of copper. The Company believes that the cash flow from operations and the financing available under the Financing Agreement will satisfy working capital and capital expenditure requirements during 2008.

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

16

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, 2007, 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, 2007.

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 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 these 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 controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting during the period covered by this report.

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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, 2007.

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

Issuer Purchases of Equity Securities

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, at the discretion of the President. The Company’s Board of Directors authorized an extension of this share repurchase program through December 31, 2008 and authorized the Company to repurchase up to the remaining 990,000 shares of its common stock. The Company repurchased 124,400 and 132,900 shares of its stock in 2007 and the first quarter of 2008, respectively. There were no repurchases of stock in the second quarter of 2008. All shares purchased under the program were purchased on the open market by the Company’s broker pursuant to a Rule 10b5-1 plan announced on November 28, 2007.

Item 4. Submission of Matters to a Vote of Security Holders.

     (a) The annual meeting of the stockholders of the Company was held at the Eldorado Country Club, 2604 Country Club Drive, McKinney, Texas, 75069, at 9:00 a.m., local time, on May 6, 2008.

     (b) Proxies were solicited by the Board of Directors of the Company pursuant to Regulation 14A under the Securities and Exchange Act of 1934; there was no solicitation in opposition to the Board of Directors’ nominees for director as listed in the proxy statement; and all of such nominees were duly elected as reported below.

     (c) Out of a total of 23,140,202 shares of the Company’s common stock outstanding and entitled to vote at the meeting, 22,268,102.2 shares were present in person or by proxy, representing approximately 96% of the outstanding shares.

The first matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was the election of directors. The following table presents the number of shares voted for and number of shares withheld from each nominee for director.

NOMINEE FOR DIRECTOR	NUMBER OF VOTES FOR		NUMBER OF VOTES WITHHELD
Donald E. Courtney		22,008,146.66		259,955.54
Daniel L. Jones		22,012,318.20		255,784.00
Thomas L. Cunningham		21,991,019.20		277,083.00
William R. Thomas III		22,147,279.20		120,823.00
John H. Wilson		21,679,546.20		588,556.00
Scott D. Weaver		22,144,731.20		123,371.00

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The second matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was a resolution to approve Ernst & Young LLP as the independent auditors of the Company’s financial statements for the year ending December 31, 2008. The resolution was adopted with the holders of 22,024,828.25 shares voting in favor of the resolution and the holders of 215,024.00 shares voting against the resolution. Holders of 28,246.94 shares abstained from voting, and there were no broker non-votes.

Item 5. Other Information.

On August 6, 2008, the Company entered into the fourth amendment (the “Amendment”) to its Financing Agreement dated August 27, 2004 by and among the Company, as borrower, Bank of America, N.A., as agent and Bank of America, N.A. and Wells Fargo Bank, National Association, as lenders. The Amendment is effective August 6, 2008, extending the Financing Agreement through August 6, 2013 and decreasing the Company’s revolving line of credit from $200,000,000 to $150,000,000. The amended Financing Agreement is more in line with current working capital needs. The Financing Agreement has been unused, with a zero balance since early 2007. In addition the Company has had large cash balances throughout 2008, including $104.6 million at June 30, 2008.

The foregoing description of the Amendment is a general description only and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.7 and incorporated herein by reference.

Item 6. Exhibits.

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

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SIGNATURES

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

	ENCORE WIRE CORPORATION
	(Registrant)
Dated: August 8, 2008	/s/ DANIEL L. JONES
	Daniel L. Jones, President and
	Chief Executive Officer
Dated: August 8, 2008	/s/ FRANK J. BILBAN
	Frank J. Bilban, Vice President – Finance,
	Treasurer and Secretary
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description
3.1	Certificate of Incorporation of Encore Wire Corporation, as amended through July 20, 2004 (filed on Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference).
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, 2005, and incorporated herein by reference).
10.1*	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).
10.3	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).
10.4	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).
10.5	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).
10.6	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).
10.7	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.
10.8	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 and London Life and Casualty Reinsurance Corporation, as Purchasers, dated August 1, 2004 (filed as Exhibit 10.2 to

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Exhibit
Number	Description
	the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and incorporated herein by reference).
10.9	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).
10.10	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 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).
10.11	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).
31.1	Certification by Daniel L. Jones, President and Chief Executive Officer of Encore Wire Corporation, dated August 8, 2008 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Frank J. Bilban, Vice President-Finance, Chief Financial Officer, Treasurer and Secretary of Encore Wire Corporation, dated August 8, 2008 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 August 8, 2008 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 August 8, 2008 as required by 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan.

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EX-10.7

Exhibit 10.7

FOURTH AMENDMENT
TO
CREDIT AGREEMENT

Dated as of August 6, 2008

among

ENCORE WIRE CORPORATION,
as the Borrower

BANK OF AMERICA, N.A.,
as Administrative Agent and a Lender,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agent and a Lender

and

The Other Lenders Party Thereto

BANK OF AMERICA, N.A.,
as Sole Lead Arranger and Sole Book Manager

FOURTH AMENDMENT TO CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of August 6, 2008, is entered into among ENCORE WIRE CORPORATION, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in their individual capacities as “Lenders” (as such term is defined herein), and BANK OF AMERICA, N.A., as Administrative Agent.

BACKGROUND

     A. The Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of August 27, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of May 16, 2006, that certain Second Amendment to Credit Agreement, dated as of August 31, 2006, and that certain Third Amendment to Credit Agreement, dated as of June 29, 2007 (said Credit Agreement, as amended, the “Credit Agreement”). The terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement.

     B. The Borrower has requested certain amendments to the Credit Agreement.

     C. The Lenders and the Administrative Agent hereby agree to amend the Credit Agreement, subject to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the Borrower, the Lenders and the Administrative Agent covenant and agree as follows:

     1. AMENDMENTS.

     (a) The definition of “Aggregate Commitments” set forth at 1.6 of the Credit Agreement is hereby amended to read as follows:

     “Aggregate Commitments” means the Commitments of all the Lenders. As of the Fourth Amendment Effective Date, the Aggregate Commitments are $150,000,000.

     (b) The definition of “Accordion Amount” set forth in Article I of the Credit Agreement is hereby amended to read as follows:

     “Accordion Amount” means $50,000,000.

     (c) The definition of “Applicable Margin” set forth at 1.8 of the Credit Agreement is hereby amended to read as follows:

     “Applicable Margin” means the following percentages per annum, based upon the Leverage Ratio:

			APPLICABLE			APPLICABLE
			MARGIN FOR			MARGIN FOR
			BASE RATE			EURODOLLAR			COMMITMENT
LEVEL		LEVERAGE RATIO	LOANS			RATE LOANS			FEE
	1	Less than or equal to 1.50 to 1.00		0	%		1.000	%		0.200	%
	2	Greater than 1.50 to 1.00 and less than or equal to 2.25 to 1.00		0	%		1.250	%		0.250	%
	3	Greater than 2.25 to 1.00 and less than or equal to 3.00 to 1.00		0	%		1.500	%		0.250	%
	4	Greater than 3.00 to 1.00		0.250	%		1.750	%		0.375	%

     The Applicable Margin shall be measured and determined according to the quarterly consolidated financial statements delivered to Agent under paragraph 7.6. Any adjustment in the Applicable Margin after the Effective Date shall be deemed effective as of the date the financial statements referred to in the immediately preceding sentence are due. The Applicable Margin in effect from the Fourth Amendment Effective Date until the first day following the receipt by the Agent of the quarterly consolidated financial statements referred to above for the quarter ending June 30, 2008 shall be determined based upon Pricing Level 1.

     If, as a result of a restatement of or other adjustments to the financial statements to Agent under paragraph 7.6, Agent determines that (a) the Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (b) a proper calculation of the Leverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the Leverage Ratio would have resulted in a higher pricing for such period, Borrower shall automatically and retroactively be obligated to pay to Agent (for the account of Lenders), promptly on demand by Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period, and (ii) if the proper calculation of the Leverage Ratio would have resulted in lower pricing for such period, Lenders shall have no obligation to repay any interest or fees to Borrower; provided that if, as a result of any restatement or other event a proper calculation of the Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrower pursuant to clause (i) above shall be based upon the excess, if any, of the total amount of interest and fees that should have been paid for all applicable periods over the total amount of interest and fees actually paid for all such periods. This paragraph shall not limit the rights of Lenders under paragraph 3.1.1(c) or other provisions of this

Agreement. The obligation of Borrower under this paragraph shall survive termination of the Commitments and repayment of all other Obligations hereunder.

     (d) The definition of “Contract Term” set forth at 1.29 of the Credit Agreement is hereby amended to read as follows:

     “Contract Term” means the period beginning on the Effective Date and continuing through August 6, 2013.

     (e) Article I of the Credit Agreement is hereby amended by adding the defined term “Fourth Amendment Effective Date” thereto in proper alphabetical order to read as follows:

     “Fourth Amendment Effective Date” means August 6, 2008.

     (f) Paragraph 7.21(a) of the Credit Agreement is hereby amended to read as follows:

     (a) Borrower agrees that the following financial covenants must be maintained as set forth herein. Borrower’s compliance shall be measured as of the end of each Fiscal Quarter, unless the context provides otherwise.

1.	Fixed Charge Ratio. Fixed Charge Ratio shall not at any time be less than 2.00 to 1.00.
2.	Leverage Ratio. Leverage Ratio shall not at any time be more than 3.50 to 1.00.
3.	Leverage Ratio. Leverage Ratio for more than two consecutive Fiscal Quarters shall not exceed 3.00 to 1.00.
4.	Capital Expenditures. Capital Expenditures shall not exceed $30,000,000 during any fiscal year.

     (g) Paragraph 7.26 of the Credit Agreement is hereby amended to read as follows:

     7.26 Limitation on Indebtedness. Neither Borrower nor any Guarantor will be obligated, directly or indirectly, for borrowed money or otherwise under any promissory note, bond, indenture or similar instrument, other than (a) in favor of Agent and the Lenders hereunder, (b) trade indebtedness incurred in the normal and ordinary course of Borrower’s or such Guarantor’s business and not more than ninety (90) days past due, (c)(i) indebtedness of Borrower or any Guarantor under capitalized leases and (ii) purchase money indebtedness in connection with the purchase of equipment, provided that the aggregate outstanding amount of indebtedness in respect of such capitalized leases and purchase money indebtedness does not exceed $15,000,000 at any time, (d) the Private Placement Debt, so long as there is no Default or Event of Default immediately before and, on a pro forma basis, after incurrence of such indebtedness, (f) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract with any Lender or any Affiliate of any Lender, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,

commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, and (g) unsecured indebtedness not otherwise permitted pursuant to clauses (a) through (f) above, not to exceed $5,000,000 in aggregate principal amount at any time outstanding;

     (h) Paragraph 7.30 of the Credit Agreement is hereby amended to read as follows:

     7.30 Dividends, Distributions, Redemptions. Borrower will not (i) declare, pay or issue any dividends or other distributions in respect of its equity interests, (ii) distribute, reserve, secure or otherwise commit distributions in respect of its equity interests or (iii) make any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect of its equity interests; provided, however, that if no Default or Event of Default exists or will result therefrom and there is compliance with the financial covenants in Paragraph 7.21(a) on a pro forma basis after giving effect thereto, Borrower may (x) repurchase shares of Borrower to be held as treasury shares for an aggregate amount during any fiscal year not to exceed $15,000,000 and (y) pay dividends to its shareholders.

     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to this Fourth Amendment:

     (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement;

     (b) no event has occurred and is continuing which constitutes a Default or an Event of Default;

     (c) (i) the Borrower has full power and authority to execute and deliver this Fourth Amendment, (ii) this Fourth Amendment has been duly executed and delivered by the Borrower, and (iii) this Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws;

     (d) neither the execution, delivery and performance of this Fourth Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any Law

applicable to the Borrower or the Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower, the Guarantor or any of their respective properties are subject; and

     (e) no authorization, approval, consent, or other action by, notice to, or filing with, any Governmental Authority or other Person not previously obtained is required for (i) the execution, delivery or performance by the Borrower of this Fourth Amendment or (ii) the acknowledgement by the Guarantor of this Fourth Amendment.

     3. CONDITIONS TO EFFECTIVENESS. This Fourth Amendment shall be effective immediately upon satisfaction or completion of the following:

     (a) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by each Lender;

     (b) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the Borrower and acknowledged by the Guarantor;

     (c) the Administrative Agent shall have received a certified resolution of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Fourth Amendment;

     (d) the Administrative Agent shall have received an opinion of the Borrower’s counsel, in form and substance satisfactory to the Administrative Agent and its counsel, with respect to the matters set forth in clauses (c), (d) and (e) of Section 2 of this Fourth Amendment and with respect to such other matters as the Administrative Agent and its counsel shall reasonably request;

     (e) the Administrative Agent shall have received in immediately available funds for the account of each Lender a fee in an amount equal to the product of (A) $125,000.00 and (B) the amount of such Lender’s Commitment, as reduced by this Fourth Amendment, divided by the Aggregate Commitments; and

     (f) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.

     4. REFERENCE TO THE CREDIT AGREEMENT.

     (a) Upon the effectiveness of this Fourth Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as affected and amended hereby.

     (b) The Credit Agreement, as amended by the amendments referred to above, shall remain in full force and effect and is hereby ratified and confirmed.

     5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Fourth Amendment and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

     6. GUARANTOR’S ACKNOWLEDGMENT. By signing below, the Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Fourth Amendment, (b) acknowledges and agrees that its obligations in respect of its Guaranty (i) are not released, diminished, waived, modified, impaired or affected in any manner by this Fourth Amendment or any of the provisions contemplated herein, and (ii) includes all Obligations as assumed by the Borrower, (c) ratifies and confirms its obligations under its Guaranty, and (d) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

     7. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Fourth Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

     8. GOVERNING LAW; BINDING EFFECT. This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of Texas, provided that the Administrative Agent and each Lender shall retain all rights arising under federal law, and shall be binding upon the parties hereto and their respective successors and assigns.

     9. HEADINGS. Section headings in this Fourth Amendment are included herein for convenience of reference only and shall not constitute a part of this Fourth Amendment for any other purpose.

     10. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

     IN WITNESS WHEREOF, this Fourth Amendment is executed as of the date first set forth above.

BORROWER:
ENCORE WIRE CORPORATION
By: Name:	/s/ Frank J. Bilban Frank J. Bilban
Title:	Vice President & Chief Financial Officer

	ADMINISTRATIVE AGENT:
	BANK OF AMERICA, N.A.
	By: Name:	/s/ Suzanne M. Paul Suzanne M. Paul
	Title:	Vice President
	BANK OF AMERICA, N.A., as a Lender
Commitment: $90,000,000
	By: Name:	/s/ Allison W. Connally Allison W. Connally
	Title:	Vice President

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
Commitment: $60,000,000
	By: Name:	/s/ Douglas I. Sako Douglas I. Sako
	Title:	Vice President

ACKNOWLEDGED AND AGREED:

EWC AVIATION CORP.

By:     /s/ Frank J. Bilban               
Name: Frank J. Bilban
Title: Vice President & Chief Financial Officer

EX-31.1

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

d. 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

5. 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: August 8, 2008

/s/ DANIEL L. JONES  

Daniel L. Jones 

President and Chief Executive Officer 

EX-31.2

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

d. 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

5. 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: August 8, 2008

/s/ FRANK J. BILBAN  

Frank J. Bilban 

Vice President – Finance, Chief Financial
Officer, Treasurer and Secretary 

EX-32.1

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 June 30, 2008, 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: August 8, 2008

/s/ DANIEL L. JONES  

Daniel L. Jones 

President and
Chief Executive Officer 

EX-32.2

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 June 30, 2008, 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: August 8, 2008

/s/ FRANK J. BILBAN  

Frank J. Bilban 

Vice President – Finance, Chief Financial
Officer, Treasurer and Secretary