UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

___________________________________________

(Mark One)


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

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024


☐			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 or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

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

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	WIRE	The NASDAQ Global Select Market

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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


Large accelerated Filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of Common Stock, par value $0.01, outstanding as of ~~October~~April 2524, ~~2023~~2024: 15,~~776~~788,~~307~~916

ENCORE WIRE CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

Table of Contents

			Page No.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - September 30, 2023 (Unaudited) and December 31, 2022			1
Balance Sheets - March 31, 2024 (Unaudited) and December 31, 2023			1
Statements of Income - Quarter and Nine Months Ended September 30, 2023 and 2022 (Unaudited)			2
Statements of Income - Quarter Ended March 31, 2024 and 2023 (Unaudited)			2
Statements of Stockholders' Equity - Quarter and Nine Months Ended September 30, 2023 and 2022 (Unaudited)			3
Statements of Stockholders' Equity - Quarter Ended March 31, 2024 and 2023 (Unaudited)			3
Statements of Cash Flow - Nine Months Ended September 30, 2023 and 2022 (Unaudited)			4
Statements of Cash Flow - Quarter Ended March 31, 2024 and 2023 (Unaudited)			4
Notes to Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			89
Item 3. Quantitative and Qualitative Disclosures About Market Risk			12
Item 4. Controls and Procedures			12
PART II—OTHER INFORMATION
Item 1. Legal Proceedings			1314
Item 1A. Risk Factors			1314
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			1316
Item 5. Other Information			1316
Item 6. Exhibits			1417
Signatures			1518

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Encore Wire Corporation

Balance Sheets

(In thousands, except share and per share data)

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	~~581~~614,~~753~~088	$	~~730~~560,~~557~~635
Accounts receivable, net of allowance of $2,455 and $3,800	495,179		498,762
Accounts receivable, net of allowance of $2,455 and $2,455	471,246		475,291
Inventories, net	~~158~~173,~~991~~669		~~153~~163,~~187~~679
Income tax receivable	~~19,867~~—		154,~~143~~769
Prepaid expenses and other	83,~~766~~151		36,~~992~~201
Total current assets	1,~~264~~262,~~556~~154		1,~~401~~210,~~641~~575
Property, plant and equipment, net	~~713~~779,~~937~~017		~~616~~756,~~601~~863
Other assets	~~496~~369		~~490~~474
Total assets	$	12,~~978~~041,~~989~~540	$	21,~~018~~967,~~732~~912
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	8084,~~914~~355	$	6280,~~780~~548
Accrued liabilities	8069,~~502~~157		8179,~~381~~590
Total current liabilities	161,416		144,161
Income taxes payable	14,895		—
Total current liabilities	168,407		160,138
Long-term liabilities:
Deferred income taxes and other	5560,~~881~~176		5560,~~905~~197
Total long-term liabilities	5560,~~881~~176		5560,~~905~~197
Total liabilities	~~217~~228,~~297~~583		~~200~~220,~~066~~335
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 – 27,257,531 and 27,139,611	273		271
Issued shares – 27,442,440 and 27,276,834	274		273
Additional paid-in capital	99108,~~984~~452		83106,~~622~~035
Treasury stock, at cost – 11,185,224 and 8,999,732 shares	(781,244)		(402,639)
Treasury stock, at cost – 11,661,524 and 11,661,524 shares	(867,222)		(867,222)
Retained earnings	2,~~442~~571,~~679~~453		2,~~137~~508,~~412~~491
Total stockholders’ equity	1,~~761~~812,~~692~~957		1,~~818~~747,~~666~~577
Total liabilities and stockholders’ equity	$	12,~~978~~041,~~989~~540	$	21,~~018~~967,~~732~~912

See accompanying notes.

Encore Wire Corporation

Statements of Income

(In thousands, except per share data)

Quarter Ended September 30,

Nine Months Ended September 30,

Quarter Ended March 31,

2023

2022

2023

2022

2024

2023

(Unaudited)

~~(Unaudited)~~

Net sales

~~636~~632,~~991~~661

~~762~~660,~~363~~492

~~1,933,944~~

~~2,323,670~~

Cost of goods sold

~~488~~496,~~749~~672

~~462~~455,~~916~~407

~~1,414,469~~

~~1,459,704~~

Gross profit

~~148~~135,~~242~~989

~~299~~205,~~447~~085

~~519,475~~

~~863,966~~

Selling, general, and administrative expenses

5061,~~279~~088

5558,~~291~~704

~~147,654~~

~~141,908~~

Operating income

9774,~~963~~901

~~244~~146,~~156~~381

~~371,821~~

~~722,058~~

Net interest and other income

87,~~601~~330

39,~~087~~174

~~25,842~~

~~3,850~~

Income before income taxes

~~106~~82,~~564~~231

~~247~~155,~~243~~555

~~397,663~~

~~725,908~~

Provision for income taxes

2418,~~512~~954

5536,~~470~~072

~~91,387~~

~~162,065~~

Net income

8263,~~052~~277

~~191~~119,~~773~~483

~~306,276~~

~~563,843~~

Earnings per common and common equivalent share – basic

4.9302

106.1160

~~17.73~~

~~28.98~~

Earnings per common and common equivalent share – diluted

43.8292

96.9750

~~17.40~~

~~28.57~~

Weighted average common and common equivalent shares outstanding – basic

1615,~~638~~738

18,~~968~~099

~~17,271~~

~~19,459~~

Weighted average common and common equivalent shares outstanding – diluted

1716,~~007~~143

1918,~~243~~369

~~17,597~~

~~19,733~~

Cash dividends declared per share

0.02

~~0.06~~

See accompanying notes.

Encore Wire Corporation

Statements of Stockholders' Equity

(In thousands, except per share data)

2023	Common Stock			AdditionalPaid-InCapital		Treasury Stock			RetainedEarnings		Total Stockholders' Equity
2024	Common Stock			AdditionalPaid-InCapital		Treasury Stock			RetainedEarnings		Total Stockholders' Equity
(Unaudited)	Shares	Amount				Shares	Amount
Balance at December 31, 2022	27,139	$	271	$	83,622	(9,000)	$	(402,639)	$	2,137,412	$	1,818,666
Balance at December 31, 2023	27,276	$	273	$	106,035	(11,662)	$	(867,222)	$	2,508,491	$	1,747,577
Net income	—	—		—		—	—		~~119~~63,~~483~~277		~~119~~63,~~483~~277
Exercise of stock options	1040	—		~~316~~1,728		—	—		—		~~316~~1,728
Stock-based compensation	93126	1		~~4,040~~689		—	—		—		~~4,041~~690
Dividend declared—$0.02 per share	—	—		—		—	—		(~~350~~315)		(~~350~~315)
Purchase of treasury stock	—	—		—		~~(702)~~—	~~(128,252)~~—		—		~~(128,252)~~—
Balance at March 31, 2023	27,242	$	272	$	87,978	(9,702)	$	(530,891)	$	2,256,545	$	1,813,904
Balance at March 31, 2024	27,442	$	274	$	108,452	(11,662)	$	(867,222)	$	2,571,453	$	1,812,957
Net income	—	—		—		—	—		104,741		104,741
Exercise of stock options	2	—		103		—	—		—		103
Stock-based compensation	9	—		6,387		—	—		—		6,387
Dividend declared—$0.02 per share	—	—		—		—	—		(336)		(336)
Purchase of treasury stock	—	—		—		(773)	(127,907)		—		(127,907)
Balance at June 30, 2023	27,253	$	272	$	94,468	(10,475)	$	(658,798)	$	2,360,950	$	1,796,892
Net income	—	—		—		—	—		82,052		82,052
Stock-based compensation	5	1		5,516		—	—		—		5,517
Dividend declared—$0.02 per share	—	—		—		—	—		(323)		(323)
Purchase of treasury stock	—	—		—		(710)	(122,446)		—		(122,446)
Balance at September 30, 2023	27,258	$	273	$	99,984	(11,185)	$	(781,244)	$	2,442,679	$	1,761,692

2022	Common Stock			AdditionalPaid-InCapital		Treasury Stock			RetainedEarnings		Total Stockholders' Equity
2023	Common Stock			AdditionalPaid-InCapital		Treasury Stock			RetainedEarnings		Total Stockholders' Equity
(Unaudited)	Shares	Amount				Shares	Amount
Balance at December 31, 2021	27,083	$	271	$	72,753	(6,944)	$	(155,014)	$	1,421,079	$	1,339,089
Balance at December 31, 2022	27,139	$	271	$	83,622	(9,000)	$	(402,639)	$	2,137,412	$	1,818,666
Net income	—	—		—		—	—		~~161~~119,~~531~~483		~~161~~119,~~531~~483
Exercise of stock options	310	—		~~155~~316		—	—		—		~~155~~316
Stock-based compensation	4293	—1		14,~~939~~040		—	—		—		14,~~939~~041
Dividend declared—$0.02 per share	—	—		—		—	—		(~~394~~350)		(~~394~~350)
Purchase of treasury stock	—	—		—		(~~501~~702)	(58128,~~383~~252)		—		(58128,~~383~~252)
Balance at March 31, 2022	27,128	$	271	$	74,847	(7,445)	$	(213,397)	$	1,582,216	$	1,443,937
Balance at March 31, 2023	27,242	$	272	$	87,978	(9,702)	$	(530,891)	$	2,256,545	$	1,813,904
Net income	—	—		—		—	—		210,538		210,538
Stock-based compensation	5	—		3,276		—	—		—		3,276
Dividend declared—$0.02 per share	—	—		—		—	—		(382)		(382)
Purchase of treasury stock	—	—		—		(607)	(73,473)		—		(73,473)
Balance at June 30, 2022	27,133	$	271	$	78,123	(8,052)	$	(286,870)	$	1,792,372	$	1,583,896
Net income	—	—		—		—	—		191,773		191,773
Exercise of stock options	1	—		52		—	—		—		52
Stock-based compensation	6	—		2,755		—	—		—		2,755
Dividend declared—$0.02 per share	—	—		—		—	—		(367)		(367)
Purchase of treasury stock	—	—		—		(786)	(93,392)		—		(93,392)
Balance at September 30, 2022	27,140	$	271	$	80,930	(8,838)	$	(380,262)	$	1,983,778	$	1,684,717

See accompanying notes.

Encore Wire Corporation

Statements of Cash Flow

(In thousands)

	Nine Months Ended September 30,
	Quarter Ended March 31,
	2023		2022
	2024		2023
	(Unaudited)
Operating Activities:
Net income	$	~~306~~63,~~276~~277	$	~~563~~119,~~843~~483
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	238,~~891~~526		197,~~035~~692
Provision for bad debt	1,345		—
Deferred income taxes	(9)		(2,391)
Deferred income taxes	4		10,339
Stock-based compensation attributable to equity awards	689		4,040
Stock-based compensation attributable to equity awards	15,943		7,971
Other	221		673
Other	2,217		110
Changes in operating assets and liabilities:
Accounts receivable	24,~~238~~045		~~(70~~18,~~543)~~931
Inventories	(59,~~804~~990)		(3520,~~371~~691)
Other assets	(43,~~855)~~093		~~(17~~1,~~020)~~478
Trade accounts payable and accrued liabilities	8(3,~~858~~384)		(941,~~796~~031)
Current income taxes receivable / payable	(419,~~724)~~664		(238,~~255)~~753
Net cash provided by operating activities	~~345~~86,~~389~~132		~~466~~126,~~313~~937
Investing Activities:
Purchases of property, plant and equipment	(~~118~~34,~~564~~242)		(~~105~~31,~~509~~768)
Proceeds from sale of assets	12149		—
Net cash used in investing activities	(~~118~~34,~~552~~093)		(~~105~~31,~~509~~768)
Financing Activities:
Purchase of treasury stock	~~(375,008)~~—		(~~225~~128,~~248~~252)
Proceeds from issuance of common stock, net	~~421~~1,729		~~206~~317
Dividends paid	(~~1,054~~315)		(~~1,170~~367)
Net cash used in financing activities	(375,641)		(226,212)
Net cash provided by/(used in) financing activities	1,414		(128,302)
Net increase (decrease) in cash and cash equivalents	~~(148~~53,~~804)~~453		~~134~~(33,~~592~~133)
Cash and cash equivalents at beginning of period	~~730~~560,~~557~~635		~~438~~730,~~990~~557
Cash and cash equivalents at end of period	$	~~581~~614,~~753~~088	$	~~573~~697,~~582~~424

See accompanying notes.

ENCORE WIRE CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

~~September~~March 3031, ~~2023~~2024

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of Encore Wire Corporation (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) 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. GAAP for complete annual 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 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023.

In March 2020, the World Health Organization (the "WHO") declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide, and, in May 2023, the WHO determined COVID-19 is now an established and ongoing health issue that no longer constitutes a public health emergency of international concern. The Company has not experienced a material impact on its business or its liquidity on account of COVID-19 and is unable to predict any reemergence of any outbreak or its potential long-term impact on our business.

Revenue Recognition

Our revenue is derived by fulfilling customer orders for the purchase of our products, which include electrical building wire and cable. We recognize revenue at the point in time that control of the ordered products is transferred to the customer, which is typically upon shipment to the customer from our manufacturing facilities and based on agreed upon shipping terms on the related purchase order. Amounts billed and due from our customers are classified as accounts receivables on the balance sheet and require payment on a short-term basis through standard payment terms.

Revenue is measured as the amount of consideration we expect to receive in exchange for fulfilling product orders. The amount of consideration we expect to receive includes estimates for trade payment discounts and customer rebates, which are estimated using historical experience and other relevant factors, and are recorded within the same period that the revenue is recognized. We review and update these estimates regularly and the impact of any adjustments are recognized in the period the adjustments are identified. The adjustments resulting from updated estimates of trade payment discounts and customer rebates were not material.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the sole source of authoritative U.S. GAAP, along with the Securities and Exchange Commission (“SEC”) and Public Company Accounting Oversight Board (“PCAOB”) issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standard Update (“ASU”) to communicate changes to the codification. The Company considers the applicability and impact of all ASUs. In March 2024, the SEC adopted “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Final Rule”). The Final Rule sets forth amendments to the SEC’s rules under the Securities Act of 1933 and Securities Exchange Act of 1934 that require registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rule requires information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, the Final Rule requires registrants to disclose how they assess and oversee climate-related risks. Shortly after the SEC voted to approve the Final Rule, several lawsuits were filed challenging the rule. The U.S. Judicial Panel on Multidistrict Litigation ordered that such lawsuits be consolidated and proceed in the U.S. Court of Appeals for the Eighth Circuit. On April 4, 2024, the SEC voluntarily stayed implementation of the Final Rule, pending resolution of the litigation challenging it. The timing regarding the resolution of such litigation is unknown at this time. The Company is evaluating the impact of the new rules on its financial statements. No new standards have been adopted in ~~2023~~2024.

NOTE 2 – INVENTORIES

Inventories consist of the following:

In Thousands	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
Raw materials	$	5241,~~442~~364	$	6964,~~567~~512
Work-in-process	5371,~~586~~334		4255,~~611~~921
Finished goods	~~151~~157,~~041~~943		~~138~~139,~~943~~348
Total Inventory at FIFO cost	~~257~~270,~~069~~641		~~251~~259,~~121~~781
Adjust to LIFO cost	(9896,~~078~~972)		(9796,~~934~~102)
Inventory, net	$	~~158~~173,~~991~~669	$	~~153~~163,~~187~~679

Inventories are stated at the lower of cost, determined by the last-in, first-out (“LIFO”) method, or market. The Company maintains two inventory pools for LIFO purposes. As permitted by U.S. GAAP, the Company maintains its inventory costs and cost of goods sold on a first-in, first-out (“FIFO”) basis and makes a monthly adjustment to 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 on the most recent quoted market price of copper and other material prices as of the end of each reporting period. The Company performs a lower of cost or market calculation quarterly. As of ~~September~~March 3031, ~~2023~~2024, no LCM adjustment was required. However, decreases in copper and other material prices could necessitate establishing an LCM reserve in future periods. Additionally, future reductions in the quantity of inventory on hand could cause copper or other raw materials that are carried in inventory at costs different from the cost of copper and other raw materials in the period in which the reduction occurs to be included in costs of goods sold for that period at the different price.

In the ~~third~~first quarter of ~~2023~~2024, LIFO adjustments were recorded that ~~decreased~~increased cost of goods sold by $50.19 million, compared to LIFO adjustments that ~~decreased~~increased cost of goods sold by $2423.49 million in the ~~third~~first quarter of ~~2022. In the nine months ended September 30,~~ 2023~~, LIFO adjustments were recorded that increased cost of goods sold by $0~~.1 ~~million, compared to LIFO adjustments that decreased cost of goods sold by $23.0 million in the nine months ended September 30, 2022.~~

NOTE 3 - PROPERTY, PLANT and EQUIPMENT

Property, plant and equipment consists of the following:

In Thousands	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
Land and land improvements	$	8990,~~730~~162	$	8590,~~286~~162
Construction-in-progress	~~164~~174,~~158~~216		~~125~~163,~~809~~514
Buildings and improvements	~~283~~313,~~574~~281		~~232~~313,~~758~~691
Machinery and equipment	~~459~~497,~~542~~183		~~438~~478,~~303~~060
Furniture and fixtures	1617,~~123~~308		1517,~~178~~231
Property, plant and equipment, gross	1,~~013~~092,~~127~~150		~~897~~1,~~334~~062,658
Accumulated depreciation	(~~299~~313,~~190~~133)		(~~280~~305,~~733~~795)
Property, plant and equipment, net	$	~~713~~779,~~937~~017	$	~~616~~756,~~601~~863

In the ~~third~~first quarter of ~~2023~~2024, depreciation expense was $8.15 million, compared to $67.57 million in the ~~third~~first quarter of ~~2022. Depreciation expense was $23.8 million in the nine months ended September 30,~~ 2023~~, compared to $19~~.~~0 million in the nine months ended September 30, 2022.~~

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities consist of the following:

In Thousands	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
Sales rebates payable	$	3427,~~838~~324	$	4039,~~909~~123
SAR Liability	1819,~~125~~995		2022,~~282~~182
Property taxes payable	41,~~792~~503		5,~~287~~827
Accrued salaries	1614,~~596~~478		76,~~616~~947
Other accrued liabilities	65,~~151~~857		75,~~287~~511
Total accrued liabilities	$	8069,~~502~~157	$	8179,~~381~~590

NOTE 5 – INCOME TAXES

Income taxes were accrued at an effective rate of 23.0% in the ~~third~~first quarter of ~~2023~~2024 versus 2223.42% in the ~~third~~first quarter of ~~2022~~2023, consistent with the Company’s estimated liabilities. In all periods, the differences between the provisions for income taxes and the income taxes computed using the federal income tax statutory rate are due primarily to the incremental taxes accrued for state and local taxes and the Section 162(m) limitation on executive compensation.

NOTE 6 – EARNINGS PER SHARE

Earnings per common and common equivalent share is 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 awards, treated as common stock equivalents, is calculated using the treasury stock method.

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

Quarter Ended September 30,

Nine Months Ended September 30,

Quarter Ended March 31,

In Thousands

~~2023~~2024

~~2022~~2023

~~2023~~

~~2022~~

Numerator:

Net income

8263,~~052~~277

~~191~~119,~~773~~483

~~306,276~~

~~563,843~~

Denominator:

Denominator for basic earnings per share – weighted average shares

1615,~~638~~738

18,~~968~~099

~~17,271~~

~~19,459~~

Effect of dilutive securities:

Employee stock awards

~~369~~405

~~275~~270

~~326~~

~~274~~

Denominator for diluted earnings per share – weighted average shares

1716,~~007~~143

1918,~~243~~369

~~17,597~~

~~19,733~~

There were no anti-dilutive employee stock awards excluded from the determination of diluted earnings per common and common equivalent shares for the ~~third~~first quarter orof ~~nine~~2024 ~~months ended September 30, 2023~~ or ~~2022~~2023.

NOTE 7 – DEBT

On February 9, 2021, the Company terminated its previous credit agreement and entered into a new Credit Agreement (the “2021 Credit Agreement”) with two banks, Bank of America, N.A., as administrative agent and letter of credit issuer, and Wells Fargo Bank, National Association, as syndication agent. The 2021 Credit Agreement ~~extends~~matures ~~through~~on February 9, 2026 and provides for maximum borrowings of $200.0 million. At our request, and subject to certain conditions, the commitments under the 2021

~~the 2021~~ Credit Agreement may be increased by a maximum of up to $100.0 million as long as existing or new lenders agree to provide such additional commitments.

The 2021 Credit Agreement contains provisions to replace LIBOR with a replacement rate as described in the 2021 Credit Agreement. On October 20, 2022, the Company entered into the First Amendment to the 2021 Credit Agreement (the 2021 Credit Agreement as amended, the "Amended 2021 Credit Agreement") which replaced LIBOR with Bloomberg Short-Term Bank Yield Index ("BSBY") as permitted under the 2021 Credit Agreement. Borrowings under the line of credit bear interest, at the Company’s option, at either (1) BSBY plus a margin that varies from 1.000% to 1.875% depending upon the Leverage Ratio (as defined in the 2021 Credit Agreement), or (2) the base rate (which is the highest of the federal funds rate plus 0.5%, the prime rate, or BSBY plus 1.0%) plus 0% to 0.375% (depending upon the Leverage Ratio). A commitment fee ranging from 0.200% to 0.325% (depending upon the Leverage Ratio) is payable on the unused line of credit. As of ~~September~~March 3031, ~~2023~~2024, there were no borrowings outstanding under the Amended 2021 Credit Agreement, and letters of credit outstanding in the amount of $0.3 million left $199.7 million of credit available under the Amended 2021 Credit Agreement. Obligations under the Amended 2021 Credit Agreement are the only contractual borrowing obligations or commercial borrowing commitments of the Company. The foregoing description of the Amended 2021 Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended 2021 Credit Agreement (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and incorporated herein by reference).

Obligations under the Amended 2021 Credit Agreement are unsecured and contain customary covenants and events of default. The Company was in compliance with the covenants as of and for the period ended ~~September~~March 3031, ~~2023~~2024.

NOTE 8 – STOCKHOLDERS’ EQUITY

On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized number of shares of its common stock from time to time in open market or private transactions, at the Company's discretion. This authorization originally expired on December 31, 2007, and the Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program, most recently in ~~June~~February ~~2023~~2024, authorizing the repurchase of up to 2,000,000 shares of our common stock. As of ~~September~~March 3031, ~~2023~~2024, 12,~~289~~000,~~917~~000 shares remained authorized for repurchase through March 31, ~~2024~~2025. The Company ~~repurchased~~did ~~2,185,492~~not repurchase shares of ~~our~~its stock in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, compared to 1702,~~893,769~~478 shares repurchased in the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023.

NOTE 9 - CONTINGENCIES

There are no material pending proceedings to which the Company is a party or to which any of its property is subject. However, the Company is from time to time involved in litigation, certain other claims and arbitration matters arising in the ordinary course of its business.

NOTE 10 – SUBSEQUENT EVENTS

As previously announced, on April 14, 2024, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Parent”), Applause Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company, providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (“Merger”).

Upon the consummation of the Merger, each outstanding share of common stock of the Company, par value $.01 per share (the “Common Stock”), as of immediately prior to the effective time of the Merger (other than certain enumerated exceptions in the Merger Agreement) will be converted into the right to receive (A) $290.00 per share in cash, plus, (B) if applicable, an amount in cash, rounded to the nearest cent, equal to $0.0635 per share multiplied by the number of calendar days elapsed after April 14, 2025 until and excluding the closing date of the Merger (with no such additional consideration if the closing date occurs on or prior to April 14, 2025).

The Merger Agreement provides for a go-shop period that will expire at 11:59 p.m. on May 19, 2024, during which the Company has the right to solicit, encourage or facilitate the making of any alternative acquisition proposal. The transaction is expected to close in the second half of 2024, and is subject to customary closing conditions, including Hart-Scott-Rodino Act clearance.

Under the Merger Agreement, the Company may be required to pay Parent a termination fee of up to $146.54 million if the Merger Agreement is terminated under certain specified circumstances and Parent may be required to pay a reverse termination fee of $180.00 million to the Company if the Merger Agreement is terminated under certain circumstances.

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

Encore Wire Corporation is a leading manufacturer of a broad range of copper and aluminum electrical wire and cables, supplying power generation and distribution solutions to meet our customers’ needs today and in the future. The Company focuses on maintaining a low-cost of production while providing exceptional customer service and quickly shipping complete orders coast-to-coast. Our products are proudly made in America at our vertically-integrated, single-site, Texas campus.

AsThe ~~discussed~~Company’s operating results in ~~Note~~any 1given period are driven by several key factors, including the ~~reemergence~~volume of anproduct ~~outbreak~~produced ofand ~~COVID-19~~shipped, orthe ~~any~~cost of ~~its~~copper ~~ongoing~~and ~~variants~~other raw materials, ~~and~~the ~~its~~competitive ~~potential~~pricing ~~long-term~~environment ~~impact~~in the wire industry and the resulting influence on ~~our~~gross ~~business~~margin, ~~remains~~and ~~uncertain~~the efficiency with which the Company’s plants operate during the period, among others. ~~Although~~Price competition for electrical wire and cable is intense, and the Company ~~has~~sells ~~not~~its ~~experienced~~products in accordance with prevailing market prices. Copper, a commodity product, is the principal raw material ~~impact~~used onby ~~its~~the ~~business~~Company orin manufacturing its ~~liquidity~~products. The price of copper fluctuates depending on ~~account~~general economic conditions, in relation to supply and demand, and other factors, which causes monthly variations in the cost of ~~COVID~~the Company’s purchased copper. Additionally, the SEC allows shares of certain physically backed copper exchange-19traded funds (“ETFs”) to be listed and publicly traded. Such funds and other copper ETFs like them hold copper cathode as collateral against their shares. The acquisition of copper cathode by copper ETFs may materially decrease or interrupt the availability of copper for immediate delivery in the United States, which could materially increase the Company’s cost of copper. In addition to raising copper prices and potential supply shortages, we ~~have~~believe ~~limited~~that ~~visibility~~ETFs ~~into~~and ~~the~~similar ~~extent~~copper-backed derivative products could lead to ~~which~~increased ~~market~~price ~~demand~~volatility for ~~our~~copper. ~~products,~~The asCompany ~~well~~cannot aspredict ~~sector~~copper ~~manufacturing~~prices or the effect of fluctuations in the cost of copper on the Company’s future operating results. Wire prices can, and ~~distribution~~frequently ~~capacity~~do, ~~would~~change beon ~~impacted~~a bydaily basis. This competitive pricing market for wire does not always mirror changes in copper prices, making margins highly volatile. The tables below highlight the ~~reemergence~~range of anclosing ~~outbreak~~prices of copper on a per pound basis on the Comex exchange for the periods shown.

COMEX COPPER CLOSING PRICE 2024

The Company’s operating results in any given 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 margin, 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, a commodity product, is the principal raw material used by the Company in manufacturing its products. The price of copper fluctuates depending on general economic conditions, in relation to supply and demand, and other factors, which causes monthly variations in the cost of the Company’s purchased copper. Additionally, the SEC allows shares of certain physically backed copper exchange-traded funds (“ETFs”) to be listed and publicly traded. Such funds and other copper ETFs like them hold copper cathode as collateral against their shares. The acquisition of copper cathode by copper ETFs may materially decrease or interrupt the availability of copper for immediate delivery in the United States, which could materially increase the Company’s cost of copper. In addition to raising copper prices and potential supply shortages, we believe that ETFs and similar copper-backed derivative products could lead to increased price volatility for copper. The Company cannot predict copper prices or the effect of fluctuations in the cost of copper on the Company’s future operating


	January 2024		February 2024		March 2024		Quarter Ended March 31, 2024
High	$	3.91	$	3.90	$	4.11	$	4.11
Low	3.73		3.69		3.84		3.69
Average	3.81		3.80		3.98		3.86

COMEX COPPER CLOSING PRICE 2023


	January 2023		February 2023		March 2023		Quarter Ended March 31, 2023
High	$	4.27	$	4.23	$	4.17	$	4.27
Low	3.74		3.96		3.86		3.74
Average	4.12		4.09		4.05		4.08

~~results.~~The ~~Wire~~following ~~prices~~discussion ~~can,~~ and ~~frequently~~analysis ~~do,~~relate ~~change~~to onfactors athat ~~daily~~have ~~basis.~~affected ~~This~~the ~~competitive~~operating ~~pricing~~results ~~market~~of ~~for~~the ~~wire~~Company ~~does~~for ~~not~~the ~~always~~quarters ~~mirror~~and ~~changes~~three inmonths ~~copper~~ended ~~prices~~March 31, ~~making~~2024 ~~margins~~and ~~highly volatile~~2023. ~~The~~Reference ~~tables~~should ~~below~~also ~~highlight~~be made to the ~~range~~audited offinancial ~~closing~~statements ~~prices~~and ofnotes ~~copper~~thereto onincluded ain ~~per~~the ~~pound~~Company’s ~~basis~~Annual Report on ~~the~~Form ~~Comex~~10-K ~~exchange~~ for the ~~periods~~year ~~shown~~ended December 31, 2023.

	July 2023		August 2023		September 2023		Quarter Ended September 30, 2023		Nine Months Ended September 30, 2023
High	$	3.99	$	3.89	$	3.81	$	3.99	$	4.27
Low	3.72		3.65		3.63		3.63		3.55
Average	3.84		3.76		3.72		3.77		3.90

Recent Developments

	July 2022		August 2022		September 2022		Quarter Ended September 30, 2022		Nine Months Ended September 30, 2022
High	$	3.62	$	3.71	$	3.63	$	3.71	$	4.93
Low	3.21		3.47		3.31		3.21		3.21
Average	3.40		3.62		3.48		3.50		4.12

On April 14, 2024, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) by and among the Company, Prysmian S.p.A., a company organized under the laws of the Republic of Italy (“Parent”), Applause Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.12 therein, Prysmian Cables and Systems USA, LLC, a Delaware limited liability company, providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (“Merger”).

~~The~~Upon ~~following~~the ~~discussion~~consummation ~~and~~of ~~analysis~~the ~~relate~~Merger, toeach ~~factors~~outstanding ~~that~~share ~~have~~of ~~affected~~common stock of the ~~operating~~Company, ~~results~~par value $.01 per share (the “Common Stock”), as of immediately prior to the ~~Company~~effective ~~for~~time of the ~~quarters~~Merger ~~and~~(other ~~nine~~than ~~months~~(a) ~~ended~~shares ~~September 30~~of Common Stock owned by the Company as treasury stock or otherwise, ~~2023~~excluding ~~and~~shares ~~2022.~~of ~~Reference~~Common ~~should~~Stock ~~also~~held beby ~~made~~any toCompany Employee Plan (as defined in the ~~audited~~Merger ~~financial~~Agreement) ~~statements~~or ~~and~~trust ~~notes~~related thereto ~~included~~(other inthan shares of Common Stock reserved for issuance under any of the Company’s ~~Annual~~Equity ~~Report~~Plans on(as ~~Form~~defined ~~10-K~~in ~~for~~the Merger Agreement)) or held by Parent or Merger Sub (or any direct or indirect parent of Merger Sub) immediately prior to the ~~year~~effective ~~ended~~time ~~December 31~~of the Merger, ~~2022.~~(b) shares of Common Stock owned by any wholly

Results of Operations

Quarter Ended September 30, 2023 Compared to Quarter Ended September 30, 2022

Net sales were $637.0 million in the third quarter of 2023 compared to $762.4 million in the third quarter of 2022. Copper unit volume, measured in pounds of copper contained in the wire sold, increased 6.4% in the third quarter of 2023 versus the third quarter of 2022. Aluminum wire represented 12.5% of net sales in the third quarter of 2023 compared to 17.4% of net sales in the third quarter of 2022. The decrease in net sales dollars was driven by an anticipated decrease in the average selling price in the third quarter of 2023 compared to the third quarter of 2022.

Cost of goods sold was $488.7 million, or 76.7% of net sales, in the third quarter of 2023, compared to $462.9 million, or 60.7% of net sales in the third quarter of 2022. Gross profit decreased to $148.2 million, or 23.3% of net sales, in the third quarter of 2023 from $299.4 million, or 39.3% of net sales in the third quarter of 2022.

Gross profit percentage for the third quarter of 2023 was 23.3% compared to 39.3% in the third quarter of 2022. The average selling price of wire per copper pound sold decreased 16.8% in the third quarter of 2023 versus the third quarter of 2022, while the average cost of copper per pound purchased increased 4.6%. This resulted in the continued gradual, albeit slowing, abatement of copper spreads during the quarter, primarily driven by the decrease in the average selling price of copper pounds sold noted above, which resulted in the decreased gross profit margin in the third quarter of 2023 compared to the third quarter of 2022.

Total raw material cost as a percentage of sales increased to 66.2% in the third quarter of 2023, from 52.6% in the third quarter of 2022. Overhead costs increased to 10.5% of net sales in the third quarter of 2023, from 8.1% of net sales in the third quarter of 2022. Overhead costs contain some fixed and semi-fixed components which do not fluctuate as much as sales dollars fluctuate.

Selling expenses, consisting of commissions and freight, for the third quarter of 2023 were $28.6 million, or 4.5% of net sales, compared to $34.8 million, or 4.6% of net sales in the third quarter of 2022. Commissions paid to independent manufacturers’ representatives are paid as a relatively stable percentage of sales dollars and exhibited little change as a percentage of sales. Freight costs as a percentage of net sales were 2.0% of net sales in the third quarter of 2023, consistent with such percentage in the third quarter of 2022. General and administrative (“G&A”) expenses for the third quarter of 2023 were $21.6 million, or 3.4% of net sales, compared to $20.5 million, or 2.7% of net sales, in the third quarter of 2022.

Net interest and other income was $8.6 million in the third quarter of 2023 compared to $3.1 million in the third quarter of 2022. The increase in net interest and other income was primarily driven by an increase in interest income.

~~Nine~~owned ~~Months~~subsidiary ~~Ended~~of ~~September~~Parent 30(other than Merger Sub or any direct or indirect parent of Merger Sub) immediately prior to the effective time of the merger and (c) shares of Common Stock that are held by holders who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and are entitled to demand and properly demand appraisal of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive (A) $290.00 per share in cash, ~~2023~~plus, ~~Compared~~(B) if applicable, an amount in cash, rounded to ~~Nine~~the ~~Months~~nearest ~~Ended~~cent, ~~September~~equal 30to $0.0635 per share multiplied by the number of calendar days elapsed after April 14, ~~2022~~2025 until and excluding the closing date of the Merger (with no such additional consideration if the closing date occurs on or prior to April 14, 2025).

~~Net~~Consummation ~~sales~~of ~~for~~the Merger is subject to certain conditions set forth in the ~~first~~Merger ~~nine~~Agreement, ~~months~~including, but not limited to, the following: (i) the affirmative vote of ~~2023~~the ~~were~~holders ~~$1.934~~of ~~billion~~a ~~compared~~majority toof ~~net~~the ~~sales~~shares of ~~$2.324~~Common ~~billion~~Stock ~~for~~outstanding on the ~~first~~record ~~nine~~date ~~months~~for the meeting of ~~2022.~~the ~~Copper~~Company’s ~~unit~~stockholders ~~volume,~~(the ~~measured~~“Company Stockholder Meeting”) in ~~pounds~~favor of ~~copper~~adopting ~~contained~~the inMerger Agreement (the ~~wire~~“Required ~~sold,~~Company ~~increased~~Stockholder ~~2.7%~~Vote”), in(ii) the ~~first~~expiration ~~nine~~or ~~months~~termination of ~~2023~~the ~~versus~~applicable waiting period under the ~~first~~Hart-Scott-Rodino ~~nine~~Antitrust ~~months~~Improvements Act of ~~2022.~~1976, ~~Aluminum~~as ~~wire~~amended ~~represented~~(the ~~13.8%~~“HSR ofAct”), ~~net~~and, ~~sales~~if inapplicable, the ~~first~~receipt ~~nine~~of ~~months~~certain other specified regulatory approvals, and (iii) the absence of ~~2023~~any ~~compared~~law toor 14order by a U.7%S. court or other governmental entity of competent jurisdiction in the ~~first~~U.S. ~~nine~~that ~~months~~prohibits or makes illegal the consummation of ~~2022~~the Merger. The ~~decrease~~obligation inof ~~net~~each ~~sales~~party ~~dollars~~to ~~was~~consummate ~~driven~~the byMerger anis ~~anticipated~~also ~~decrease~~conditioned inupon the ~~average~~other ~~selling~~party’s ~~price~~representations and warranties being true and correct (subject to certain exceptions and materiality qualifiers) and the other party having performed in all material respects its obligations under the ~~first~~Merger ~~nine~~Agreement. ~~months~~The obligation of ~~2023~~Parent ~~compared~~and Merger Sub to consummate the ~~first~~Merger ~~nine~~is ~~months~~also conditioned upon the absence of ~~2022~~a material adverse effect on the Company since the date of the Merger Agreement.

~~Cost~~The ofMerger ~~goods~~Agreement ~~sold~~includes ~~was~~customary ~~$1.414~~representations, ~~billion~~warranties, orand ~~73.1%~~covenants of ~~net~~the ~~sales~~parties, inincluding termination provisions for both the ~~first~~Company ~~nine~~and ~~months~~the ofParent. ~~2023~~Under the Merger Agreement, ~~compared~~the Company may be required to ~~$1.460~~pay ~~billion,~~Parent ora ~~62.8%~~termination fee of ~~net~~up ~~sales~~to in$146.54 million if the ~~first~~Merger ~~nine~~Agreement ~~months~~is ofterminated ~~2022.~~under ~~Gross~~certain ~~profit~~specified ~~decreased~~circumstances and Parent may be required to pay a reverse termination fee of $~~519~~180.500 million, orto 26the Company if the Merger Agreement is terminated under certain circumstances.9% ofThe ~~net~~Merger ~~sales,~~Agreement inalso places certain restrictions on the ~~first~~conduct ~~nine~~of ~~months~~the Company’s business prior to the completion of ~~2023~~the Merger, which could delay or prevent the Company from ~~$864.0~~undertaking ~~million,~~business opportunities that may arise or ~~37.2%~~any ofother ~~net~~action ~~sales~~it inwould ~~the~~otherwise ~~first~~take ~~nine~~with ~~months~~respect to the operations of ~~2022~~the Company absent these restrictions.

~~Gross~~Results ~~profit percentage for the nine months ended September 30, 2023 was 26.9% compared to 37.2% during the first nine months~~ of 2022. The average selling price of wire per copper pound sold decreased 18.1% in the first nine months of 2023 versus the first nine months of 2022, while the average cost of copper per pound purchased decreased 5.3%. This resulted in the gradual abatement of copper spreads during the first nine months of 2023 versus the first nine months of 2022. Operations

~~During~~Quarter ~~the~~Ended ~~first nine months of 2023~~March 31, ~~LIFO~~2024 ~~adjustments~~Compared increasing cost of goods sold by $0.1 million were recorded. During the same period in 2022, LIFO adjustments were recorded decreasing cost of goods sold by $23.0 million. Based on current copper prices, no LCM adjustment was recorded. Future reductions in the price of copper could require the Company to ~~record~~Quarter anEnded ~~LCM adjustment against the related inventory balance~~March 31, ~~which~~2023 ~~would result in a negative impact on net income.~~

~~Selling~~Net ~~expenses for the first nine months of 2023 decreased to $86.5 million, or 4.5% of net~~ sales, ~~from~~were $~~101~~632.7 million, ~~or 4.4% of net sales~~ in the ~~same~~first ~~period~~quarter of ~~2022.~~2024 ~~Commissions~~compared ~~paid~~ to ~~independent manufacturers’ representatives are paid as a relatively stable percentage of sales dollars and exhibited little change as a percentage of sales~~$660.5 ~~Freight~~million ~~costs~~in ~~for~~ the first ~~nine~~quarter ~~months~~ of 2023 ~~were 2~~.0% Copper ofunit ~~net sales~~volume, ~~compared~~measured toin ~~1.9%~~pounds ~~for~~of ~~the~~copper ~~same~~contained ~~period~~ in ~~2022.~~the ~~G&A~~wire ~~expenses were $62.5 million~~sold, orincreased 319.27% ~~of net sales~~ in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 ~~compared~~versus tothe ~~$40.2~~first ~~million,~~quarter orof 12023.7% ofAluminum ~~net~~unit ~~sales~~volume also increased in the first ~~nine~~quarter ~~months~~ of ~~2022.~~2024 ~~The~~versus ~~increase in G&A in~~ the first ~~nine~~quarter ~~months~~ of 2023. The ~~was~~decrease ~~primarily due to an increase~~ in ~~Stock~~net ~~Appreciation~~sales ~~Rights~~dollars ~~("SARs")~~was ~~expense charges~~ driven by ~~the~~an ~~increase~~anticipated decrease in ~~our~~the ~~stock~~average ~~price~~selling atprices ~~September 30, 2023 versus December 31, 2022. We recorded $16.9 million~~ in ~~SARs expense in~~ the first ~~nine~~quarter ~~months~~ of ~~2023~~2024 compared to ~~a breakeven SARs benefit in~~ the first ~~nine~~quarter ~~months~~ of ~~2022, resulting in a $16~~2023.~~9 million increase in SARs expense. No SARs were granted subsequent to January of 2020. The increased SARs expense was partially offset by a decrease in selling expenses period-over-period.~~

~~Net~~Cost ~~interest~~of ~~and~~goods ~~other~~sold ~~income~~ was $25496.87 million, or 78.5% of net sales, in the first ~~nine~~quarter ~~months~~ of ~~2023~~2024, compared to $3455.94 million, or 68.9% of net sales in the first ~~nine~~quarter ~~months~~ of ~~2022~~2023. ~~The~~Gross ~~increase~~profit indecreased to $136.0 million, or 21.5% of net ~~interest~~sales, ~~and~~in ~~other~~the ~~income~~first ~~was~~quarter ~~primarily~~of ~~driven~~2024 byfrom an$205.1 ~~increase~~million, or 31.1% of net sales in ~~interest~~the ~~income.~~first quarter of 2023.

Gross profit percentage for the first quarter of 2024 was 21.5% compared to 31.1% in the first quarter of 2023. The average selling price of wire per copper pound sold decreased 16.2% in the first quarter of 2024 versus the first quarter of 2023, while the average cost of copper per pound purchased decreased 5.0%. The overall increase in total volumes shipped, offset by an anticipated decrease in the average selling price of copper, resulted in the decreased gross profit margin in the first quarter of 2024 compared to the first quarter of 2023.

Net income for the first quarter of 2024 was $63.3 million versus $119.5 million in the first quarter of 2023. Fully diluted earnings per common share were $3.92 in the first quarter of 2024 versus $6.50 in the first quarter of 2023.

Total raw material cost as a percentage of sales increased to 67.9% in the first quarter of 2024, from 60.0% in the first quarter of 2023. Overhead costs increased to 10.6% of net sales in the first quarter of 2024, from 8.9% of net sales in the first quarter of 2023. Overhead costs contain some fixed and semi-fixed components which do not fluctuate as much as sales dollars fluctuate.

Selling expenses, consisting of commissions and freight, for the first quarter of 2024 were $28.2 million, or 4.5% of net sales, compared to $28.9 million, or 4.4% of net sales in the first quarter of 2023. Commissions paid to independent manufacturers’ representatives are paid as a relatively stable percentage of sales dollars and exhibited little change as a percentage of sales. Freight costs as a percentage of net sales were 2.0% of net sales in the first quarter of 2024, compared to 1.9% in the first

quarter of 2023. General and administrative (“G&A”) expenses for the first quarter of 2024 were $32.9 million, or 5.2% of net sales, compared to $29.8 million, or 4.5% of net sales, in the first quarter of 2023.

Net interest and other income was $7.3 million in the first quarter of 2024 compared to $9.2 million in the first quarter of 2023. The decrease in net interest and other income was primarily driven by a decrease in the Company's cash balance in the first quarter of 2024 compared to the first quarter of 2023.

Liquidity and Capital Resources

The Company maintains a substantial inventory of finished products to satisfy customers’ delivery requirements promptly. As is customary in the building wire industry, the Company provides payment terms to most of its customers that exceed terms that it receives from its suppliers. Copper suppliers generally give very short payment terms (less than 15 days) while the Company and the building wire industry give customers much longer terms. In general, the Company’s standard payment terms result in the collection of a significant majority of net sales within approximately 75 days of the date of invoice. As a result of this timing difference, building wire companies must have sufficient cash and access to capital resources to finance their working capital needs, thereby creating a barrier to entry for companies who do not have sufficient liquidity and capital resources. The two largest components of working capital, receivables and inventory, and to a lesser extent, capital expenditures, are the primary drivers of the Company’s liquidity needs. Generally, these needs will cause the Company’s cash balance to rise and fall inversely to the receivables and inventory balances. The Company’s receivables and inventories will rise and fall in concert with several factors, most notably the price of copper and other raw materials and the level of unit sales. Capital expenditures have historically been necessary to expand and update 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 and borrowings under its various debt arrangements. The Company historically uses 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.

For more information on the Company’s revolving credit facility, see Note 7 to the Company’s financial statements included in Item 1 to this report, which is incorporated herein by reference.

Cash provided by operating activities was $~~345~~86.41 million in the first ~~nine~~three months of ~~2023~~2024 compared to cash provided of $~~466~~126.39 million in the first ~~nine~~three months of ~~2022~~2023. The following changes in components of cash flow from operations were notable. The Company had net income of $~~306~~63.3 million in the first ~~nine~~three months of ~~2023~~2024 compared to net income of $~~563~~119.85 million in the first ~~nine~~three months of ~~2022~~2023. Accounts receivable decreased $24.20 million in the first ~~nine~~three months of 2024 compared to decreasing $18.9 million in the first three months of 2023. Accounts receivable generally fluctuates in proportion to dollar sales and, to a lesser extent, are affected by the timing of when sales occur during a given quarter. With an average of 60 to 75 days of sales outstanding, quarters in which sales are more back-end loaded will have higher accounts receivable balances outstanding at quarter-end. Inventory, net increased $10.0 million in the first three months of 2024 compared to increasing $20.7 million in the first three months of 2023. Trade accounts payable and accrued liabilities negatively impacted cash by $3.4 million in the first three months of 2024 versus negatively impacting cash by $41.0 million in the first three months of 2023. In the first three months of 2024, changes in current and deferred taxes favorably impacted cash by $19.7 million versus $36.4 million of favorable impact in the first three months of 2023. These changes in cash flow were the primary drivers of the $40.8 million decrease in cash flows provided by operating activities in the first three months of 2024 compared to the first three months of 2023.

10Cash used in investing activities increased to $34.1 million in the first three months of 2024 from $31.8 million in the first three months of 2023.

~~$70.5~~Cash ~~million~~used in ~~the~~financing ~~first~~activities ~~nine months of 2022. Accounts receivable generally fluctuates~~ in ~~proportion to dollar sales and, to a lesser extent, are affected by~~ the ~~timing~~first ofthree ~~when~~months ~~sales occur during a given quarter. With an average~~ of 602024 toconsisted ~~75 days~~ of ~~sales outstanding, quarters in which sales are more back-end loaded will have higher accounts receivable balances outstanding at quarter-end. Inventory net increased~~ $50.83 million ~~in the first nine months~~ of ~~2023~~cash ~~compared~~dividends topaid ~~increasing~~and $351.47 million inof ~~the~~proceeds ~~first~~from ~~nine~~exercised ~~months~~stock ~~of 2022~~options. ~~Trade~~These ~~accounts~~activities ~~payable~~provided ~~and accrued liabilities favorably impacted cash by~~ $81.94 million ~~in the first nine months~~ of ~~2023 versus negatively impacting~~ cash ~~by $9.8 million~~ in ~~the~~financing ~~first~~activities ~~nine~~for ~~months of 2022. In~~ the first ~~nine~~three months of ~~2023,~~2024 ~~changes~~compared into ~~current and deferred taxes negatively impacted cash by~~ $4128.73 million ~~versus~~used ~~$8.1 million of favorable impact~~ in the first ~~nine~~three months of ~~2022~~2023. For ~~These changes in cash flow were~~ the ~~primary~~three ~~drivers~~months ofended ~~the~~March 31, ~~$120.9~~2024 ~~million~~and ~~decrease~~2023, ~~in cash flows provided by operating activities in~~ the ~~first~~Company ~~nine~~did ~~months~~not ofaccess ~~2023~~its ~~compared~~revolving toline ~~the first nine months~~ of ~~2022~~credit.

~~Cash~~The ~~used~~Company’s incash ~~investing~~balance ~~activities~~was ~~increased to~~ $~~118~~614.61 million inat ~~the~~March 31, ~~first~~2024 ~~nine~~compared ~~months~~to ~~of 2023 from~~ $~~105~~697.54 million inat ~~the~~March 31, ~~first nine months of 2022~~2023.

~~Cash~~During ~~used~~the inremainder ~~financing~~of ~~activities~~2024, in the ~~first~~Company ~~nine~~expects ~~months~~its ofcapital ~~2023~~expenditures ~~consisted~~will ofconsist ~~$375.0~~primarily ~~million~~of ~~paid~~expenditures related to ~~purchase~~the ~~our~~purchases ~~stock, $1.1 million~~ of ~~cash~~manufacturing ~~dividends~~equipment ~~paid,~~throughout ~~and~~its ~~$0.4~~facilities ~~million~~to ofupdate ~~proceeds~~equipment ~~from~~and ~~exercised~~the ~~stock~~previously ~~options.~~announced ~~These~~expansion ~~activities~~plans inwhich ~~cash~~remain ~~flow~~on ~~used $375~~schedule.6 ~~million~~The ofincremental ~~cash~~investments inpreviously ~~financing~~announced ~~activities~~continue ~~for~~in ~~the~~earnest, ~~first~~focused ~~nine~~on ~~months~~broadening ofour ~~2023~~position ~~compared~~as toa ~~$226.2~~low-cost ~~million~~manufacturer ~~used~~ in the ~~first~~sector ~~nine~~and ~~months~~increasing ofmanufacturing ~~2022. For~~capacity ~~the~~to ~~nine~~drive ~~months~~growth. ~~ended~~In ~~September 30~~2023, ~~2023~~we ~~and~~began ~~2022,~~construction of a state-of-the-art ~~Company~~residential ~~did~~wire ~~not~~and ~~access~~cable ~~its~~manufacturing ~~revolving~~facility ~~line~~which ofwill ~~credit.~~replace our

~~The Company’s cash balance was $581.8 million at September 30, 2023 compared to $573.6 million at September 30, 2022.~~11

~~During~~original ~~the~~residential ~~remainder~~manufacturing ~~of 2023~~plant, ~~the~~leveraging ~~Company~~automation ~~expects~~and ~~its~~advanced ~~capital~~manufacturing ~~expenditures~~technology ~~will consist primarily of expenditures related~~ to ~~the~~increase ~~purchases~~capacity, ofimprove ~~manufacturing~~order ~~equipment~~fill ~~throughout its facilities to update equipment~~ and ~~the~~further ~~previously~~modernize ~~announced~~our ~~expansion plans which remain on schedule~~campus. This ~~The~~investment ~~incremental~~will ~~investments~~strengthen ~~previously announced continue in earnest, focused on broadening~~ our position ~~as a low-cost manufacturer~~ in the ~~sector~~residential ~~and~~market ~~increasing~~segment ~~manufacturing~~while ~~capacity~~also tosupporting ~~drive~~the ~~growth. In~~production ~~2022 we began construction on a new, state~~ of ~~the~~feed ~~art, cross-link polyethylene (XLPE) compounding facility to deepen vertical integration related to~~ wire ~~and~~used ~~cable~~across ~~insulation~~our campus. ~~XLPE~~We ~~insulation~~anticipate ~~today~~this isfacility ~~used~~will inbe ~~many~~substantially ~~applications~~complete ~~including~~in ~~Data~~early ~~Centers,~~Q3 ~~Oil~~2024 and ~~Gas,~~will ~~Transit,~~help ~~Waste-Water~~to ~~Treatment~~further ~~facilities,~~elevate ~~Utilities~~our ~~and~~ability ~~Wind~~to ~~and~~ship ~~Solar~~100% ~~applications. The~~complete ~~new~~orders ~~facility is substantially complete~~quickly. Capital spending in the remainder of ~~2023~~2024 through ~~2025~~2026 will further expand vertical integration in our manufacturing processes to reduce costs as well as modernize select wire manufacturing facilities to increase capacity and efficiency and improve our position as a sustainable and environmentally responsible company. Total capital expenditures were $~~148~~164.45 million in ~~2022~~2023. We expect total capital expenditures to range from $~~160~~130 - $~~170~~150 million in the full year of ~~2023~~2024, $~~150~~130 - $~~170~~150 million in ~~2024~~2025, and $80100 - $~~100~~120 million in ~~2025~~2026. We expect to continue to fund these investments with existing cash reserves and operating cash flows.

Critical Accounting Estimates and Policies

Management’s discussion and analysis of its financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with U.S. GAAP. The Company’s unaudited financial statements are impacted by the accounting policies used and the estimates and assumptions made by management in their preparation. See Note 1 to the notes to the financial statements for information on the Company’s significant accounting policies.

As of ~~September~~March 3031, ~~2023~~2024, there have been no significant changes to the Company’s critical accounting policies and related estimates previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023.

Information Regarding Forward-Looking Statements

This quarterly 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, including statements related to the expected timing of the closing of the pending Merger and expectations following the closing of the Merger. Forward-looking statements can be identified by words such as: “anticipate”, “intend”, “plan”, “goal”, “seek”, “believe”, “project”, “estimate”, “expect”, “strategy”, “future”, “likely”, “may”, “should”, “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, 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 anticipated, estimated or projected. Therefore, you should not rely on any of these forward-looking statements. Examples of such uncertainties and risks include, but are not limited to, ~~statements~~the ~~about~~possibility that the ~~pricing~~Company ~~environment~~may ofbe ~~copper~~unable to obtain the required stockholder approval, ~~aluminum~~antitrust ~~and~~or other ~~raw~~regulatory ~~materials~~approvals or that other conditions to consummation of the Merger may not be satisfied, such that the ~~duration~~Merger may not be consummated or that the consummation may be delayed, ~~magnitude~~the reaction of distributors, vendors, other partners and ~~impact~~employees to the announcement or consummation of the ~~ongoing~~Merger, ~~COVID~~general macro-19economic ~~global~~conditions, ~~pandemic~~including risks associated with unforeseeable events such as pandemics, ~~along~~wars and other hostilities, emergencies or other disasters, risks associated with certain covenants in the Merger Agreement that may limit or disrupt our current plans and operations, the amount of the costs, fees, expenses and charges related to the Merger that may not be recovered if the Merger is not consummated for any ~~ongoing~~reason, ~~variants~~the outcome of any legal proceedings that may be brought related to the Merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, other risks and uncertainties described Item 1A. Risk Factors, the pricing environment of copper, aluminum and other raw materials, our order fill rates, profitability and stockholder value, payment of future dividends, future purchases of stock, the impact of competitive pricing and other risks detailed from time to time in the Company’s reports filed with the SEC. Actual results may vary materially from those anticipated. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. 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, ~~2022~~2023, 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, “Quantitative and Qualitative Disclosures About Market Risk,” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023.

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 concluded that the Company’s disclosure controls and procedures were 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, the Company's internal control over financial reporting during the period covered by this report.

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 concluded that the Company’s disclosure controls and procedures were 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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

For information on the Company’s legal proceedings, see Note 9 to the Company’s financial statements included in Item 1 to this report and incorporated herein by reference.

Item 1A. Risk Factors.

~~There~~Item ~~have~~1A ~~been~~of noPart ~~material~~I ~~changes~~of toour annual report on Form 10-K for the ~~Company’s~~year ended December 31, 2023 includes a detailed discussion of the risk factors asthat ~~disclosed~~could inmaterially ~~Item~~affect 1Aour business, ~~“Risk~~financial ~~Factors,”~~condition inor ~~the~~future ~~Company’s~~prospects. ~~Annual~~The ~~Report~~information onbelow ~~Form~~updates ~~10-K~~and ~~for~~supplements, ~~the~~and ~~fiscal~~should ~~year~~be ~~ended~~read ~~December~~in 31conjunction with, ~~2022~~the risk factors in our 2023 Form 10-K.

Risks related to the Merger

The pendency of the Merger could have a material adverse effect on our business, consolidated financial condition or results of operations, or the market price of our common stock.

On April 14, 2024, the Company entered into the Merger Agreement. During the period between the date of the signing of the Merger Agreement and the closing of the Merger, our business has been and is exposed to certain inherent risks due to the effect of the announcement and the pendency of the Merger, including the following:

• the potential for us to experience difficulties maintaining relationships with customers and business partners, who may defer decisions about working with us, move to our competitors, or seek to delay or change existing business relationships with us;

• potential uncertainties in the event there is negative sentiment in the marketplace with respect to the Merger, which could adversely impact investor confidence in our business;

• our potential inability to retain and hire key personnel during the pendency of the Merger, as our personnel may experience uncertainty about their future roles following the Merger;

• diversion of our management’s time and attention, as well as distraction of our key personnel, from the Company’s ordinary course of business operations;

• the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; and

• our inability to solicit other acquisition proposals after the expiration of the go-shop period, pursue alternative business opportunities, make strategic changes to our business, and other restrictions on our ability to conduct our business pursuant to the Merger Agreement.

Expenses related to the pending Merger are significant and may adversely affect our operating results.

We have incurred and expect to continue to incur significant expenses in connection with the pending Merger, including legal and investment banking fees. If the Merger is not consummated, we may under certain circumstances be required to pay to Parent a termination fee of up to $146.54 million. Our financial position and results of operations may be adversely affected if we were required to pay the termination fee.

The Merger may not be completed within the expected timeframe, or at all, and any significant delay or the failure to complete the Merger could adversely affect our business, consolidated financial condition or results of operations, or the market price of our common stock.

There can be no assurance that the Merger will be completed within the intended timeframe, or at all. If the Merger is not completed within the intended timeframe or at all, or if the Merger is significantly delayed, we may be subject to a number of material risks, including the following:

• to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed, the market price may be negatively impacted because of a failure to complete the Merger within the expected timeframe, or at all;

• we could be subject to litigation related to any failure to complete the Merger;

• we have incurred, and expect to continue incurring, significant costs, expenses, and fees for professional services and other Merger-related costs, for which we may receive little or no benefit if the Merger is not completed, and many of these fees and costs will be payable by us even if the Merger is not completed; and

• a significant delay in completing the Merger or the failure to complete the Merger may result in negative publicity, which, in turn, could negatively affect our relationships with business partners and could impact investor and consumer confidence in our business.

The occurrence of any of these events individually or in combination could materially adversely affect our business, consolidated financial condition or results of operations, or the market price of our common stock.

Shareholder litigation could prevent or delay the closing of the Merger or otherwise negatively impact our business, consolidated financial condition or results of operations, or the market price of our common stock.

We may incur additional costs in connection with the defense or settlement of any future shareholder litigation related to the pending Merger. Such litigation may adversely affect our ability to complete the Merger. We could incur significant costs in connection with any such litigation, including costs associated with the indemnification obligations to our directors, which could adversely affect our business, consolidated financial condition or results of operations, or the market price of our common stock.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of us.

The Merger Agreement contains non-solicitation provisions that, upon expiration of the go-shop period and subject to limited exceptions, restrict our ability to solicit, initiate, or knowingly encourage or induce competing third-party proposals (or engage in, continue or otherwise participate in negotiations or discussions regarding such third-party proposals) for the acquisition of our stock or assets. Under certain limited circumstances, our Board of Directors may (i) withdraw, qualify or modify its recommendation that our stockholders adopt the Merger Agreement and/or (ii) terminate the Merger Agreement to enter into a definitive agreement with respect to a third-party acquisition proposal. However, before doing so, our Board of Directors must abide by certain procedures described in the Merger Agreement, including provisions that give Parent an opportunity to negotiate in good faith to modify the terms of the Merger Agreement in a manner that any such third-party acquisition proposal would not constitute a superior proposal. In some circumstances, upon termination of the Merger Agreement, we will be required to pay a termination fee to Parent of up to $146.54 million.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of us from considering or proposing that acquisition, even if the acquirer was prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Merger, or might otherwise result in a potential third-party acquirer proposing to pay a lower price to our stockholders than they might otherwise have proposed to pay due to the added expense of the termination fee that may become payable in certain circumstances.

All of the matters described above, alone or in combination, could materially and adversely affect our business, financial condition, results of operations and stock price.

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

Note 8 to the Company’s financial statements included in Item 1 to this report is hereby incorporated herein by reference.

The following table provides information relating to our purchases of shares of our common stock during the three months ended ~~September~~March 3031, ~~2023~~2024.

	(a)	(b)		(c)	(d)
Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 2023	—	$	—	—	2,000,000
January 2024	—	$	—	—	813,617
August 2023	116,269	163.86		116,269	1,883,731
February 2024	—	—		—	2,000,000
September 2023	593,814	172.08		593,814	1,289,917
March 2024	—	—		—	2,000,000
	710,083	$	170.73	710,083
	—	$	—	—

(1) On November 10, 2006, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to an authorized number of shares of its common stock from time to time in open market or private transactions, at the Company's discretion. This authorization originally expired on December 31, 2007, and the Company’s Board of Directors has authorized several increases and annual extensions of this stock repurchase program, most recently in ~~June~~February ~~2023~~2024, authorizing the repurchase of up to 2,000,000 shares of our common stock. As of ~~September~~March 3031, ~~2023~~2024, 12,~~289~~000,~~917~~000 shares remained authorized for repurchase through March 31, ~~2024~~2025. The Company ~~repurchased~~did ~~2,185,492~~not repurchase shares of its stock in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, compared to 1702,~~893,769~~478 shares repurchased in the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the ~~quarter~~three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, none of our executive officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

1316

Item 6. Exhibits.

Exhibit Number			Description
2.1			Agreement and Plan of Merger, dated as of April 14, 2024, by and among Prysmian S.p.A., Applause Merger Sub Inc., Prysmian Cables and Systems USA, LLC (solely for purposes of Section 9.12) and Encore Wire Corporation (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2024, and incorporated herein by reference).
3.1			Certificate of Incorporation of Encore Wire Corporation and all amendments thereto (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference).
3.2			Third Amended and Restated Bylaws of Encore Wire Corporation, as amended through February 27, 2012 (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference).
3.3			Amendment to the Third Amended and Restated Bylaws of Encore Wire Corporation (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2024, and incorporated herein by reference).
4.1			Form of certificate for Common Stock (filed as Exhibit 1 to the Company’s registration statement on Form 8-A, filed with the SEC on June 4, 1992, and incorporated herein by reference).
31.1			Certification by Daniel L. Jones, Chairman, President and Chief Executive Officer of the Company, dated October 26, 2023 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.1*			Form of Encore Wire Corporation Performance-Based Restricted Stock Unit Award Agreement under the 2020 Long Term Incentive Plan.
31.2			Certification by Bret J. Eckert, Executive Vice President and Chief Financial Officer of the Company, dated October 26, 2023 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.2*			Form of Encore Wire Corporation Time-Based Restricted Stock Unit Award Agreement under the 2020 Long Term Incentive Plan.
32.1			Certification by Daniel L. Jones, Chairman, President and Chief Executive Officer of the Company, dated October 26, 2023 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.1			Certification by Daniel L. Jones, Chairman, President and Chief Executive Officer of the Company, dated April 25, 2024 and submitted pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2			Certification by Bret J. Eckert, Executive Vice President and Chief Financial Officer of the Company, dated October 26, 2023 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2			Certification by Bret J. Eckert, Executive Vice President and Chief Financial Officer of the Company, dated April 25, 2024 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, Chairman, President and Chief Executive Officer of the Company, dated April 25, 2024 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Certification by Bret J. Eckert, Executive Vice President and Chief Financial Officer of the Company, dated April 25, 2024 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
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14* Management contract or compensatory plan

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: October 26, 2023			/s/ DANIEL L. JONES
Dated: April 25, 2024			/s/ DANIEL L. JONES
			Daniel L. JonesChairman, President and Chief Executive Officer
Dated: October 26, 2023			/s/ BRET J. ECKERT
Dated: April 25, 2024			/s/ BRET J. ECKERT
			Bret J. EckertExecutive Vice President and Chief Financial Officer

1518

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