<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q


(Mark One)

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

         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                                       OR

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

         For the transition period from              to


                                    33-93970
                            (Commission File Number)

                         INTERNATIONAL WIRE GROUP, INC.
             (Exact name of Registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   43-1705942
                      (I.R.S. Employer Identification No.)

                              101 SOUTH HANLEY ROAD
                               ST. LOUIS, MO 63105
                                 (314) 719-1000
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)


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 [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

                                                      OUTSTANDING AT
           CLASS                                      JULY 31, 2002
           -----                                      --------------
       Common Stock                                        1,000



                                       1

<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.



                                     INDEX
<Table>
<Caption>

                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited):
      Condensed Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001 .................    3
      Condensed Consolidated Statements of Operations for the three  and six months ended June 30, 2002
           and 2001 ...................................................................................    4
      Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001 .    5
      Notes to Condensed Consolidated Financial Statements ............................................    6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ........   17
Item 3.  Quantitative and Qualitative Disclosure About Market Risk ....................................   22

PART II - OTHER INFORMATION ...........................................................................   23

SIGNATURES ............................................................................................   24

CERTIFICATIONS ........................................................................................   25
</Table>




                                       2
<PAGE>


ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         INTERNATIONAL WIRE GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<Table>
<Caption>
                                                               JUNE 30,         DECEMBER 31,
                                                                 2002              2001
                                                            -------------      -------------
                                                             (Unaudited)
<S>                                                         <C>                <C>
ASSETS

Current assets:
  Cash and cash equivalents ...........................     $       5,879      $       8,017
  Accounts receivable trade, less allowance of $5,357
    and $4,065, respectively ..........................            74,311             62,500
  Inventories .........................................            57,794             58,201
  Other current assets ................................            26,843             28,107
                                                            -------------      -------------
    Total current assets ..............................           164,827            156,825
  Property, plant and equipment, net ..................           132,946            138,784
  Deferred income taxes ...............................            31,200             11,198
  Intangible assets, net ..............................           119,816            193,627
  Other assets ........................................            11,278             11,509
                                                            -------------      -------------
    Total assets ......................................     $     460,067      $     511,943
                                                            =============      =============

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
  Current maturities of long-term obligations .........     $      10,490      $       3,049
  Accounts payable ....................................            26,590             23,382
  Accrued and other liabilities .......................            38,393             42,917
  Accrued interest ....................................             3,190              2,937
                                                            -------------      -------------
    Total current liabilities .........................            78,663             72,285
Long-term obligations, less current maturities ........           326,981            328,743
Other long-term liabilities ...........................            32,479             33,334
                                                            -------------      -------------
    Total liabilities .................................           438,123            434,362
Stockholder's equity:
  Common stock, $.01 par value, 1,000 shares
    authorized, issued and outstanding ................                 0                  0
  Contributed capital .................................           236,331            236,331
  Carryover of predecessor basis ......................           (67,762)           (67,762)
  Accumulated deficit .................................          (145,098)           (87,493)
  Accumulated other comprehensive loss ................            (1,527)            (3,495)
                                                            -------------      -------------
    Total stockholder's equity ........................            21,944             77,581
                                                            -------------      -------------
    Total liabilities and stockholder's equity ........     $     460,067      $     511,943
                                                            =============      =============
</Table>




   See accompanying notes to the condensed consolidated financial statements.



                                       3
<PAGE>


                         INTERNATIONAL WIRE GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (Unaudited)


<Table>
<Caption>
                                                               THREE MONTHS                    SIX MONTHS
                                                              ENDED JUNE 30,                  ENDED JUNE 30,
                                                       --------------------------      --------------------------
                                                          2002            2001            2002            2001
                                                       ----------      ----------      ----------      ----------
<S>                                                    <C>             <C>             <C>             <C>
Net sales ........................................     $  107,579      $  115,671      $  208,022      $  240,420
Operating expenses:
  Cost of goods sold .............................         84,706          89,073         164,721         185,556
  Selling, general and administrative expenses ...          8,636           9,673          16,870          20,695
  Depreciation ...................................          6,245           6,925          12,366          13,603
  Amortization ...................................            755           2,289           1,487           4,562
  Impairment, unusual and plant closing charges ..             --             837              --           3,937
                                                       ----------      ----------      ----------      ----------
Operating income .................................          7,237           6,874          12,578          12,067
Other income (expense):
  Interest expense ...............................         (9,034)         (8,825)        (18,054)        (17,275)
  Amortization of deferred financing costs .......           (534)           (338)         (1,068)           (677)
                                                       ----------      ----------      ----------      ----------
Loss before income tax benefit and
  change in accounting principle .................         (2,331)         (2,289)         (6,544)         (5,885)
Income tax benefit ...............................           (557)           (985)         (3,443)         (2,531)
                                                       ----------      ----------      ----------      ----------
Loss before change in accounting principle .......         (1,774)         (1,304)         (3,101)         (3,354)
Change in accounting for goodwill, net of
  $19,408 tax benefit ............................             --              --         (54,504)             --
                                                       ----------      ----------      ----------      ----------
Net loss .........................................     $   (1,774)     $   (1,304)     $  (57,605)     $   (3,354)
                                                       ==========      ==========      ==========      ==========
</Table>





   See accompanying notes to the condensed consolidated financial statements.



                                       4
<PAGE>



                         INTERNATIONAL WIRE GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

<Table>
<Caption>
                                                                                 SIX MONTHS
                                                                               ENDED JUNE 30,
                                                                      ------------------------------
                                                                          2002              2001
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
Cash flows provided by (used in) operating activities:
Net loss ........................................................     $    (57,605)     $     (3,354)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
    Depreciation and amortization ...............................           14,919            18,842
    Deferred income taxes .......................................             (570)              233
    Change in accounting for goodwill ...........................           54,504                --
    Changes of assets and liabilities of continuing operations ..          (14,329)          (19,207)
                                                                      ------------      ------------
Net cash used in continuing operations ..........................           (3,081)           (3,486)
   Net cash provided by (used in) discontinued operations .......              412              (684)
                                                                      ------------      ------------
Net cash used in operating activities ...........................           (2,669)           (4,170)
Net cash used in investing activities for capital expenditures ..           (5,878)          (10,570)
Net cash provided by (used in) financing activities from/for
  borrowings/(repayment) of long-term obligations ...............            6,548            (1,292)
Effects of exchange rate changes on cash
  and cash equivalents ..........................................             (139)             (168)
                                                                      ------------      ------------
Net change in cash and cash equivalents .........................           (2,138)          (16,200)
Cash at beginning of the period .................................            8,017            32,244
                                                                      ------------      ------------
Cash at end of the period .......................................     $      5,879      $     16,044
                                                                      ============      ============
</Table>


   See accompanying notes to the condensed consolidated financial statements.


                                       5
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (Unaudited)


1.       BASIS OF PRESENTATION

         Unaudited Interim Condensed Consolidated Financial Statements

         The unaudited interim condensed consolidated financial statements
         reflect all adjustments, consisting only of normal recurring
         adjustments that are, in the opinion of management, necessary for a
         fair presentation of the financial position and results of operations
         of International Wire Group, Inc. (the "Company"). The results for the
         three and six months ended June 30, 2002 are not necessarily indicative
         of the results that may be expected for a full fiscal 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 filed with the Securities and
         Exchange Commission for the year ended December 31, 2001.

         Recently Issued Accounting Standards

         In August 2001, the Financial Accounting Standards Board (the "FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 144,
         "Accounting for the Impairment or Disposal of Long-lived Assets." SFAS
         No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of
         Long-lived Assets and Assets to be Disposed of" and the accounting and
         reporting provisions of APB No. 30, "Reporting the Results of
         Operations -- Reporting the Effects of Disposal of a Segment of a
         Business, and Extraordinary, Unusual and Infrequently Occurring Events
         and Transactions." SFAS No. 144 also amends Accounting Research
         Bulletin No. 51, "Consolidated Financial Statements," to eliminate the
         exception to consolidation for a subsidiary for which control is likely
         to be temporary. The provisions of SFAS No. 144 are effective for
         fiscal years beginning after December 15, 2001. The most significant
         changes made by SFAS No. 144 are: (1) removes goodwill from its scope
         and, therefore, eliminates the requirements of SFAS No. 121 to allocate
         goodwill to long-lived assets to be tested for impairment, and (2)
         describes a probability-weighted cash flow estimation approach to deal
         with situations in which alternative courses of action to recover the
         carrying amount of long-lived assets are under consideration or a range
         is estimated for the amount of possible future cash flows. The Company
         adopted SFAS No. 144 as of January 1, 2002. The adoption of this
         statement did not have an impact on the Company's consolidated
         financial position.

         In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections." The statement rescinds FASB No. 4, "Reporting
         Gains and Losses from Extinguishment of Debt," and an amendment of that
         statement, FASB No. 64, "Extinguishments of Debt Made to Satisfy
         Sinking-Fund Requirements." As a result, gains and losses from
         extinguishment of debt will no longer be aggregated and classified as
         an extraordinary item, net of related income tax effect, on the
         statement of earnings. Instead, such gains and losses will be
         classified as extraordinary items only if they meet the criteria of
         unusual or infrequently occurring items. SFAS No. 145 also requires
         that the gains and losses from debt extinguishments, which were
         classified as extraordinary items in prior periods, should be
         reclassified to continuing operations if they do not meet the criteria
         for extraordinary items. The provisions related to this portion of the
         statement are required to be applied in fiscal years beginning after
         May 15, 2002, with earlier application encouraged.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." The statement requires
         that costs associated with exit or disposal activities must be
         recognized when they are incurred rather than at the date of a
         commitment to an exit or disposal plan. Such costs include lease
         termination costs and certain employee severance costs associated with
         a restructuring, discontinued operation or other exit or disposal
         activity. The Company is currently reviewing SFAS No. 146, which is
         effective for exit or disposal activities initiated after December 31,
         2002.


                                       6
<PAGE>



                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


2.       CHANGE IN ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

         In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
         Intangible Assets," which addresses financial accounting and reporting
         for acquired goodwill and other intangible assets. Under SFAS No. 142,
         goodwill is no longer amortized and the rules for measuring goodwill
         impairment use a fair-value-based test. Under the new rules, a fair
         value of each of the Company's reporting units with assigned goodwill
         must be calculated using either market comparables or a discounted cash
         flow approach, or a combination thereof. Once the fair value of the
         reporting unit has been determined, the fair value of net assets,
         including intangibles, of that reporting unit must be compared to the
         total market value derived in the first step to determine impairment.

         The Company adopted SFAS No. 142 as of January 1, 2002. Accordingly,
         the Company has stopped amortization of goodwill effective January 1,
         2002.

         In completing the impairment test required under SFAS No. 142, the
         Company determined the estimated fair value of its various reporting
         units and compared that amount to their respective carrying values.
         Based on this calculation, the Company determined that an impairment
         existed primarily related to insulated wire operations obtained through
         the acquisition of Wirekraft Industries, Inc. in 1992 and the
         acquisition of a group of affiliated companies collectively referred to
         as Dekko Wire Technology Group in 1996. To determine the amount of the
         impairment, the Company calculated the "implied fair value" of goodwill
         for each impaired reporting unit in the same manner as the amount of
         goodwill recognized in a business combination is determined. The
         Company then recognized an impairment charge to write-off goodwill in
         the amount of $54,504, net of tax benefit of $19,408, representing the
         excess of the "implied fair value" of goodwill over the carrying amount
         of goodwill for the impaired reporting units. The impairment loss is
         recognized in the statement of operations under the caption "change in
         accounting for goodwill."

         Had amortization of goodwill and other intangible assets been accounted
         for as prescribed under SFAS No. 142 for all periods reported, the
         Company's loss before change in accounting principle would have been as
         follows:

<Table>
<Caption>
                                        SIX MONTHS
                                      ENDED JUNE 30,
                              ---------------------------
                                  2002            2001
                              -----------     -----------
                                   (In thousands)
<S>                           <C>             <C>
As reported .............     $   (3,101)     $   (3,354)
Pro forma ...............     $   (3,101)     $     (827)
</Table>



3.       IMPAIRMENT, UNUSUAL AND PLANT CLOSING CHARGES

         During the first quarter of 2001, the Company recorded its first of a
         series of impairment, unusual and plant closing charges related to its
         plan which called for the realignment of capacity, a consolidation of
         production facilities and a reorganization of selling, general and
         administrative functions. In total, the Company announced the closure
         of seven facilities in 2001 as well as certain selling, general and
         administrative consolidations and a corporate reorganization. The
         Company completed the closure of six of the facilities by the end of
         2001, with one facility in Alabama now expected to remain open through
         late 2002. The production capacity from the closed locations was
         primarily transferred and consolidated into the Company's existing
         manufacturing facilities in Indiana, Texas and New York locations,
         which were expanded, as necessary, to accommodate the production
         transfer. In addition to the plant consolidations announced during
         2001, the Company purchased an existing plant site for a "greenfield"
         insulated wire operation in Mexico. This plant is located in Durango,
         Mexico, which is approximately 600 miles south of the U.S./Mexican
         border. The startup of this Mexican facility began in the third quarter
         of 2001, and the Company now anticipates that the plant will begin
         production in the third quarter of 2002.



                                       7
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


         As a result of these actions, 205 employees have been terminated, and
         the Company anticipates an additional 25 will be terminated upon
         completion of the restructuring plan, all of whom have been notified by
         the Company. The related charges to impairment, unusual and plant
         closing costs for the three and six months ended June 30, 2001 were
         $837 and $3,937, respectively. There were no such charges for the three
         and six months ended June 30, 2002.

         A summary of activity related to plant closings is as follows:

<Table>
<Caption>
                                                          INSULATED
                                                             WIRE          BARE WIRE
                                         CORPORATE         PRODUCTS         PRODUCTS       CONSOLIDATED
                                        -----------      -----------      -----------      ------------
<S>                                     <C>              <C>              <C>              <C>
SIX MONTHS ENDED JUNE 30, 2002
Balance, beginning of period ......     $     1,920      $     1,240      $     1,368      $     4,528
Charges to operations:
    Facility shut-down costs ......              --               --               --               --
    Personnel and severance costs .              --               --               --               --
                                        -----------      -----------      -----------      -----------
Cash payments:
    Facility shut-down costs ......             (36)            (271)            (437)            (744)
    Personnel and severance costs .            (769)            (194)              --             (963)
                                        -----------      -----------      -----------      -----------
                                               (805)            (465)            (437)          (1,707)
                                        -----------      -----------      -----------      -----------
Balance, end of period ............     $     1,115      $       775      $       931      $     2,821
                                        ===========      ===========      ===========      ===========
</Table>


<Table>
<Caption>
                                                          INSULATED
                                                             WIRE          BARE WIRE
                                         CORPORATE         PRODUCTS         PRODUCTS       CONSOLIDATED
                                        -----------      -----------      -----------      ------------
<S>                                     <C>              <C>              <C>              <C>
SIX MONTHS ENDED JUNE 30, 2001

Balance, beginning of period ......     $       626      $        --      $        --      $       626
Charges to operations:
    Facility shut-down costs ......              --            1,286               --            1,286
    Personnel and severance costs .              --            2,651               --            2,651
                                        -----------      -----------      -----------      -----------
                                                 --            3,937               --            3,937
                                        -----------      -----------      -----------      -----------
Cash payments:
    Facility shut-down costs ......              --             (527)              --             (527)
    Personnel and severance costs .            (180)          (1,651)              --           (1,831)
                                        -----------      -----------      -----------      -----------
                                               (180)          (2,178)              --           (2,358)
                                        -----------      -----------      -----------      -----------
Balance, end of period ............     $       446      $     1,759      $        --      $     2,205
                                        ===========      ===========      ===========      ===========
</Table>

         In addition to the accruals for plant closings in the first and second
         quarters of 2001, the Company also incurred an additional $1,714 of
         expenses related to the facility consolidations that the Company
         considers to be one-time items incremental to the on-going operations.
         These expenses include inefficiencies incurred during the transition of
         production capacity and incremental costs related to the transferred
         lines of production. These unusual one-time charges are included in
         cost of goods sold for the three and six months ended June 30, 2001.
         There were no such charges in 2002.



                                       8
<PAGE>



                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


4.       INVENTORIES

         The composition of inventories at June 30, 2002 and December 31, 2001
         is as follows:

<Table>
<Caption>
                                                             JUNE 30,       DECEMBER 31,
                                                               2002              2001
                                                           ------------     ------------
<S>                                                        <C>              <C>
         Raw materials ...............................     $     12,644     $     12,814
         Work-in-process .............................           18,732           18,667
         Finished goods ..............................           26,418           26,720
                                                           ------------     ------------
          Total ......................................     $     57,794     $     58,201
                                                           ============     ============
</Table>

         The carrying value of inventories on a last-in, first-out basis, at
         June 30, 2002 and December 31, 2001, approximates their current cost.


5.       LONG-TERM OBLIGATIONS

         The composition of long-term obligations at June 30, 2002 and December
         31, 2001 is as follows:

<Table>
<Caption>

                                                              JUNE 30,      DECEMBER 31,
                                                                2002            2001
                                                           ------------     ------------
<S>                                                        <C>              <C>
         Second Amended and Restated Credit Agreement      $      7,300     $         --
         Senior Subordinated Notes ...................          150,000          150,000
         Series B Senior Subordinated Notes ..........          150,000          150,000
         Series B Senior Subordinated Notes Premium ..            6,043            6,912
         Industrial revenue bonds ....................           15,500           15,500
         Other .......................................            8,628            9,380
                                                           ------------     ------------
                                                                337,471          331,792
         Less, current maturities ....................           10,490            3,049
                                                           ------------     ------------
                                                           $    326,981     $    328,743
                                                           ============     ============
</Table>

         The schedule of principal payments for long-term obligations, excluding
         premium, at June 30, 2002 is as follows:

<Table>
         <S>                                               <C>
         2002.........................................     $      7,926
         2003.........................................            1,275
         2004.........................................              336
         2005.........................................          309,637
         2006.........................................            4,656
         Thereafter...................................            7,598
                                                           ------------
           Total......................................     $    331,428
                                                           ============
</Table>


         SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         The Second Amended and Restated Credit Agreement (the "Credit
         Agreement") consists of a $70,000 revolving credit facility, subject to
         certain borrowing base requirements that will mature on January 15,
         2005. The Credit Agreement provides that a portion of the Credit
         Agreement, not in excess of $35,000, is available for the issuance of
         letters of credit. At June 30, 2002, the Company had $7,300 outstanding
         under the Credit Agreement and $29,439 in outstanding letters of
         credit.


                                       9
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


         The Company's obligations under the Credit Agreement bear interest, at
         the option of the Company, at a rate per annum equal to (a) the
         Alternate Base Rate (as defined in the Credit Agreement) plus 2.25% or
         (b) the Eurodollar Rate (as defined in the Credit Agreement) plus
         3.25%. The Alternate Base Rate and Eurodollar Rate margins are
         established quarterly based on a formula as defined in the Credit
         Agreement. Interest payment dates vary depending on the interest rate
         option to which the Credit Agreement is tied, but generally interest is
         payable quarterly. The Credit Agreement contains several financial
         covenants, which, among other things, require the Company to maintain
         certain financial ratios and restrict the Company's ability to incur
         indebtedness, make capital expenditures and pay dividends.

         SENIOR SUBORDINATED NOTES AND SERIES B SENIOR SUBORDINATED NOTES

         The Senior Subordinated Notes issued in connection with the formation
         of the Company and the Series B Notes issued in connection with the
         refinancing of the Company's credit facility in 1997 (collectively, the
         "Senior Notes") were issued under similar indentures (the "Indentures")
         dated June 12, 1995 and June 17, 1997, respectively. The Senior Notes
         represent unsecured general obligations of the Company and are
         subordinated to all Senior Debt (as defined in the Indentures) of the
         Company.

         The Senior Notes are fully and unconditionally (as well as jointly and
         severally) guaranteed on an unsecured, senior subordinated basis by
         each subsidiary of the Company (the "Guarantor Subsidiaries") other
         than IWG-Philippines, Inc., IWG International, Inc., Italtrecce-Societa
         Italiana Trecce & Affini S.r.l., International Wire SAS, International
         Wire Group SAS, Tresse Metallique J. Forissier, S.A., Cablerie E.
         Charbonnet, S.A., IWG Services Co., S de RC de CV, IWG Durango, S de RL
         de CV (the "Non-Guarantor Subsidiaries"). Each of the Guarantor
         Subsidiaries and Non-Guarantor Subsidiaries is wholly owned by the
         Company.

         The Senior Notes mature on June 1, 2005. Interest on the Senior Notes
         is payable semi-annually on each June 1 and December 1. The Senior
         Notes bear interest at the rate of 11.75% per annum. The Senior Notes
         are redeemable, at the Company's option, at the redemption price of
         102.0% at June 30, 2002. The redemption price decreases to 100% at June
         1, 2003, and thereafter, with accrued interest.

         The Senior Notes restrict, among other things, the incurrence of
         additional indebtedness by the Company, the payment of dividends and
         other distributions in respect of the Company's capital stock, the
         payment of dividends and other distributions by the Company's
         subsidiaries, the creation of liens on the properties and the assets of
         the Company to secure certain subordinated debt and certain mergers,
         sales of assets and transactions with affiliates.


6.       BUSINESS SEGMENT INFORMATION

         The Company operates its business as one business segment.


7.       RELATED PARTY TRANSACTIONS

         In connection with the sale of the Company's former wire harness
         business to Viasystems International, Inc., ("Viasystems"), a party
         with common ownership, the Company entered into an agreement to supply
         substantially all of their insulated wire requirements through March
         2003. The Company had sales to Viasystems of $10,578 and $8,269 for the
         three months ended June 30, 2002 and 2001 and $18,836 and $16,243 for
         the six months ended June 30, 2002 and 2001, respectively. The
         outstanding trade receivables were $11,398 and $12,017 at June 30, 2002
         and December 31, 2001, respectively.



                                       10
<PAGE>



                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


8.       GUARANTOR SUBSIDIARIES

         The Senior Notes are fully and unconditionally (as well as jointly and
         severally) guaranteed on an unsecured, senior subordinated basis by
         each subsidiary of the Company (the "Guarantor Subsidiaries") other
         than the Non-Guarantor Subsidiaries. Each of the Guarantor Subsidiaries
         and Non-Guarantor Subsidiaries is wholly owned by the Company.

         The following condensed, consolidating financial statements of the
         Company include the accounts of the Company, the combined accounts of
         the Guarantor Subsidiaries and the combined accounts of the
         Non-Guarantor Subsidiaries.



                                       11
<PAGE>


                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
BALANCE SHEET
    AS OF JUNE 30, 2002

ASSETS

    Cash ......................................   $         --    $      4,624    $      1,255    $         --    $      5,879
    Accounts receivable .......................             --          59,849          14,462              --          74,311
    Inventories ...............................             --          48,047           9,747              --          57,794
    Other current assets ......................             --          25,553           1,290              --          26,843
                                                  ------------    ------------    ------------    ------------    ------------
             Total current assets .............             --         138,073          26,754              --         164,827
      Property, plant and equipment, net ......             --         105,881          27,065              --         132,946
    Investment in subsidiaries ................        422,012              --              --        (422,012)             --
    Deferred income taxes .....................         11,450          19,794             (44)             --          31,200
    Intangible assets, net ....................          1,682         110,758           7,376              --         119,816
    Other assets ..............................          7,097           2,861           1,320              --          11,278
                                                  ------------    ------------    ------------    ------------    ------------
         Total assets .........................   $    442,241    $    377,367    $     62,471    $   (422,012)   $    460,067
                                                  ============    ============    ============    ============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY

    Current liabilities .......................   $      4,817    $     66,482    $      7,364    $         --    $     78,663
    Long-term obligations, less current
        maturities ............................        316,716          10,265              --              --         326,981
    Other long-term liabilities ...............             --          31,142           1,337              --          32,479
    Intercompany (receivable) payable .........         29,475         (63,897)         34,422              --              --
                                                  ------------    ------------    ------------    ------------    ------------
         Total liabilities ....................        351,008          43,992          43,123              --         438,123
    Stockholder's equity:
       Common stock ...........................              0               0               0               0               0
       Contributed capital ....................        236,331         297,106          11,887        (308,993)        236,331
       Carryover of predecessor basis .........             --         (67,762)             --              --         (67,762)
       Retained earnings (accumulated deficit)        (145,098)        104,031           8,988        (113,019)       (145,098)
       Other comprehensive loss ...............             --              --          (1,527)             --          (1,527)
                                                  ------------    ------------    ------------    ------------    ------------
    Total stockholder's equity ................         91,233         333,375          19,348        (422,012)         21,944
                                                  ------------    ------------    ------------    ------------    ------------
         Total liabilities and stockholder's
           equity .............................   $    442,241    $    377,367    $     62,471    $   (422,012)   $    460,067
                                                  ============    ============    ============    ============    ============
</Table>



                                       12
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
BALANCE SHEET
    AS OF DECEMBER 31, 2001

ASSETS

    Cash ......................................   $         --    $      5,306    $      2,711    $         --    $      8,017
    Accounts receivable .......................             --          49,843          12,657              --          62,500
    Inventories ...............................             --          48,722           9,479              --          58,201
    Other current assets ......................             --          27,468             639              --          28,107
                                                  ------------    ------------    ------------    ------------    ------------
             Total current assets .............             --         131,339          25,486              --         156,825
      Property, plant and equipment, net ......             --         113,706          25,078              --         138,784
    Investment in subsidiaries ................        442,414              --              --        (442,414)             --
    Deferred income taxes .....................         10,855             343              --              --          11,198
    Intangible assets, net ....................          1,971         180,120          11,536              --         193,627
    Other assets ..............................          8,163           2,882             464              --          11,509
                                                  ------------    ------------    ------------    ------------    ------------
          Total assets ........................   $    463,403    $    428,390    $     62,564    $   (442,414)   $    511,943
                                                  ============    ============    ============    ============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY

    Current liabilities .......................   $      4,539    $     62,292    $      5,454    $         --    $     72,285
    Long-term obligations, less current
        maturities ............................        310,285          18,458              --              --         328,743
    Other long-term liabilities ...............             --          32,264           1,070              --          33,334
    Intercompany (receivable) payable .........           (259)        (36,407)         36,666              --              --
                                                  ------------    ------------    ------------    ------------    ------------
          Total liabilities ...................        314,565          76,607          43,190              --         434,362
    Stockholder's equity (deficit):
       Common stock ...........................              0               0               0               0               0
       Contributed capital ....................        236,331         297,106          11,887        (308,993)        236,331
       Carryover of predecessor basis .........             --         (67,762)             --              --         (67,762)
       Retained earnings (accumulated deficit)         (87,493)        122,439          10,982        (133,421)        (87,493)
       Other comprehensive loss ...............             --              --          (3,495)             --          (3,495)
                                                  ------------    ------------    ------------    ------------    ------------
    Total stockholder's equity ................        148,838         351,783          19,374        (442,414)         77,581
                                                  ------------    ------------    ------------    ------------    ------------
          Total liabilities and stockholder's
            equity ............................   $    463,403    $    428,390    $     62,564    $   (442,414)   $    511,943
                                                  ============    ============    ============    ============    ============
</Table>



                                       13
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS ENDED
  JUNE 30, 2002

Net sales .....................................   $         --    $     93,603    $     13,976    $         --   $    107,579
Operating expenses:
    Cost of goods sold ........................             --          74,639          10,067              --         84,706
    Selling, general and administrative
       expenses ...............................             --           7,599           1,037              --          8,636
    Depreciation and amortization .............            177           5,924             899              --          7,000
                                                  ------------    ------------    ------------    ------------   ------------
Operating income (loss) .......................           (177)          5,441           1,973              --          7,237
Other income (expense):
    Interest income (expense) .................          8,885         (17,562)           (357)             --         (9,034)
    Amortization of deferred financing costs ..           (534)             --              --              --           (534)
    Equity in net income (loss) of
       subsidiaries ...........................         (9,948)             --              --           9,948             --
                                                  ------------    ------------    ------------    ------------   ------------
Income (loss) before tax provision (benefit)
   and change in accounting principle .........         (1,774)        (12,121)          1,616           9,948         (2,331)
Income tax provision (benefit) ................             --            (624)             67              --           (557)
                                                  ------------    ------------    ------------    ------------   ------------
Net income (loss) .............................   $     (1,774)   $    (11,497)   $      1,549    $      9,948   $     (1,774)
                                                  ============    ============    ============    ============   ============
</Table>



<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS ENDED
  JUNE 30, 2001

Net sales .....................................   $         --    $     99,751    $     15,920    $         --   $    115,671
Operating expenses:
    Cost of goods sold ........................             --          77,507          11,566              --         89,073
    Selling, general and administrative
       expenses ...............................             --           8,487           1,186              --          9,673
    Depreciation and amortization .............            144           7,981           1,089              --          9,214
       Impairment, unusual and plant closing
          charges .............................             --             837              --              --            837
                                                  ------------    ------------    ------------    ------------   ------------
Operating income (loss) .......................           (144)          4,939           2,079              --          6,874
Other income (expense):
    Interest income (expense) .................          9,226         (17,681)           (370)             --         (8,825)
    Amortization of deferred financing costs ..           (338)             --              --              --           (338)
    Equity in net income (loss) of
       subsidiaries ...........................        (10,048)             --              --          10,048             --
                                                  ------------    ------------    ------------    ------------   ------------
Income (loss) before tax provision (benefit) ..         (1,304)        (12,742)          1,709          10,048         (2,289)
Income tax provision (benefit) ................             --          (1,058)             73              --           (985)
                                                  ------------    ------------    ------------    ------------   ------------
Net income (loss) .............................   $     (1,304)   $    (11,684)   $      1,636    $     10,048   $     (1,304)
                                                  ============    ============    ============    ============   ============
</Table>



                                       14
<PAGE>


                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS
  FOR THE SIX MONTHS ENDED
  JUNE 30, 2002

Net sales .....................................   $         --    $    179,165    $     28,857    $         --   $    208,022
Operating expenses:
     Cost of goods sold .......................             --         143,199          21,522              --        164,721
     Selling, general and administrative
        expenses...............................             --          14,815           2,055              --         16,870
     Depreciation and amortization ............            357          11,729           1,767              --         13,853
                                                  ------------    ------------    ------------    ------------   ------------
Operating income (loss) .......................           (357)          9,422           3,513              --         12,578
Other income (expense):
     Interest income (expense) ................            381         (17,726)           (709)             --        (18,054)
     Amortization of deferred financing costs..         (1,068)             --              --              --         (1,068)
     Equity in net income (loss) of
        subsidiaries...........................        (56,561)             --              --          56,561             --
                                                  ------------    ------------    ------------    ------------   ------------
Income (loss) before tax provision (benefit)
   and change in accounting principle .........        (57,605)         (8,304)          2,804          56,561         (6,544)
Income tax provision (benefit) ................             --          (3,531)             88              --         (3,443)
                                                  ------------    ------------    ------------    ------------   ------------
Income (loss) before change in accounting
   principle for goodwill, net of tax benefit..        (57,605)         (4,773)          2,716          56,561         (3,101)
Change in accounting principle ................             --         (49,794)         (4,710)             --        (54,504)
                                                  ------------    ------------    ------------    ------------   ------------
Net income (loss) .............................   $    (57,605)   $    (54,567)   $     (1,994)   $     56,561   $    (57,605)
                                                  ============    ============    ============    ============   ============
</Table>


<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF OPERATIONS
  FOR THE SIX MONTHS ENDED
  JUNE 30, 2001

Net sales .....................................   $         --    $    208,883    $     31,537    $         --   $    240,420
Operating expenses:
     Cost of goods sold .......................             --         161,983          23,573              --        185,556
     Selling, general and administrative
        expenses...............................             --          18,368           2,327              --         20,695
     Depreciation and amortization ............            288          15,754           2,123              --         18,165
     Impairment, unusual and plant
        closing charges .......................             --           3,937              --              --          3,937
                                                  ------------    ------------    ------------    ------------   ------------
Operating income (loss) .......................           (288)          8,841           3,514              --         12,067
Other income (expense):
     Interest income (expense) ................          1,392         (17,925)           (742)             --        (17,275)
     Amortization of deferred financing costs..           (677)             --              --              --           (677)
     Equity in net income (loss) of
        subsidiaries...........................         (3,781)             --              --           3,781             --
                                                  ------------    ------------    ------------    ------------   ------------
Income (loss) before tax provision (benefit) ..         (3,354)         (9,084)          2,772           3,781         (5,885)
Income tax provision (benefit) ................             --          (2,750)            219              --         (2,531)
                                                  ------------    ------------    ------------    ------------   ------------
Net income (loss) .............................   $     (3,354)   $     (6,334)   $      2,553    $      3,781   $     (3,354)
                                                  ============    ============    ============    ============   ============
</Table>




                                       15
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)


<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF CASH FLOWS
  FOR THE SIX MONTHS ENDED
  JUNE 30, 2002

Net cash provided by (used in) operating
  activities ..................................   $     (7,300)   $      2,941    $      1,690    $         --   $     (2,669)
                                                  ------------    ------------    ------------    ------------   ------------
Cash flows used in investing activities for
  capital expenditures ........................             --          (2,871)         (3,007)             --         (5,878)
                                                  ------------    ------------    ------------    ------------   ------------
Cash flows provided by (used in) financing
  activities for borrowing/(repayment) of
  long-term obligations .......................          7,300            (752)             --              --          6,548
                                                  ------------    ------------    ------------    ------------   ------------
Effect of exchange rate changes
   on cash and cash equivalents ...............             --              --            (139)             --           (139)
                                                  ------------    ------------    ------------    ------------   ------------
Net change in cash and cash equivalents .......   $         --    $       (682)   $     (1,456)   $         --   $     (2,138)
                                                  ============    ============    ============    ============   ============
</Table>





<Table>
<Caption>
                                                                                     TOTAL
                                                                     TOTAL            NON-
                                                     COMPANY       GUARANTOR       GUARANTOR      ELIMINATIONS        TOTAL
                                                  ------------    ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>             <C>
STATEMENT OF CASH FLOWS
  FOR THE SIX MONTHS ENDED
  JUNE 30, 2001

Net cash provided by (used in) operating
  activities ..................................   $       (397)   $     (3,831)   $         58    $         --   $     (4,170)
                                                  ------------    ------------    ------------    ------------   ------------
Cash flows used in investing activities for
  capital expenditures ........................             --          (8,645)         (1,925)             --        (10,570)
                                                  ------------    ------------    ------------    ------------   ------------
Cash flows provided by (used in) financing
  activities for repayment of long-term
  obligations .................................            397          (1,689)             --              --         (1,292)
                                                  ------------    ------------    ------------    ------------   ------------
Effect of exchange rate changes on cash and
  cash equivalents ............................             --              --            (168)             --           (168)
                                                  ------------    ------------    ------------    ------------   ------------
Net change in cash and cash equivalents .......   $         --    $    (14,165)   $     (2,035)   $         --   $    (16,200)
                                                  ============    ============    ============    ============   ============
</Table>



                                       16
<PAGE>


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

GENERAL

The following discussion and analysis includes the results of operations for the
three and six months ended June 30, 2002 compared to the three and six months
ended June 30, 2001.

A portion of the Company's revenues is derived from processing customer-owned
("tolled") copper. The value of tolled copper is excluded from both sales and
costs of sales of the Company, as title to these materials and the related risks
of ownership do not pass to the Company.

The cost of copper has historically been subject to fluctuations. While
fluctuations in the price of copper may directly affect the per unit prices of
the Company's products, these fluctuations have not had, nor are expected to
have, a material impact on the Company's profitability due to copper price
pass-through arrangements that the Company has with its customers. These sales
arrangements are based on similar variations of monthly copper price formulas.
Use of these copper price formulas minimizes the differences between raw
material copper costs charged to the cost of sales and the pass-through pricing
charged to customers.


RESULTS OF OPERATIONS

<Table>
<Caption>
                                                             THREE MONTHS
                                                             ENDED JUNE 30,
                                                    -----------------------------
                                                        2002             2001
                                                    ------------     ------------
                                                           (In thousands)
<S>                                                 <C>              <C>
Net sales .....................................     $    107,579     $    115,671
Operating expenses:
  Cost of goods before item below .............           84,706           87,359
  Unusual costs related to plant consolidations               --            1,714
                                                    ------------     ------------
  Total cost of goods sold ....................           84,706           89,073
  Selling, general and administrative expenses             8,636            9,673
  Depreciation and amortization ...............            7,000            9,214
  Impairment, unusual and plant closing charges               --              837
                                                    ------------     ------------
Operating income ..............................     $      7,237     $      6,874
                                                    ============     ============
</Table>


THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

Net sales for the quarter were $107.6 million, a decrease of $8.1 million, or
7.0%, compared to the three months ended June 30, 2001. This decrease in sales
was primarily the result of reduced demand from customers supplying the
electronics / data communications and industrial / energy markets and lower
copper prices, which were partially offset by higher sales to the appliance
market. In general, the Company prices its wire products based on a spread over
the cost of copper, which results in a decreased dollar value of sales when
copper costs decrease. The average price of copper based on the New York
Mercantile Exchange, Inc. ("COMEX") decreased to $0.74 per pound during the
quarter ended June 30, 2002 from $0.75 per pound in the quarter ended June 30,
2001.

Cost of goods sold excluding unusual costs related to plant consolidations as a
percentage of sales increased to 78.7% for the three months ended June 30, 2002,
from 75.5% for the three months ended June 30, 2001. This change was due
primarily to product mix, competitive pricing pressures and operating
inefficiencies associated with lower production levels partially offset by
favorable effects of the 2001 plant consolidation and realignment actions.

Selling, general and administrative expenses decreased $1.0 million, or 10.7%,
to $8.6 million for the three months ended June 30, 2002, compared to $9.7
million for the same period in 2001 due to the favorable impact of actions taken
in 2001 including headcount reductions, administrative and corporate
reorganizations and volume related items.


                                       17
<PAGE>

Depreciation and amortization was $7.0 million for the three months ended June
30, 2002, compared to $9.2 million for the same period in 2001. This decrease of
$2.2 million was due to the elimination of amortizing intangible assets in 2002
as required under SFAS No. 142 and to the closure and consolidation of certain
production facilities in 2001.

During the first quarter of 2001, the Company recorded its first of a series of
impairment, unusual and plant closing charges related to its plan which called
for the realignment of capacity, a consolidation of production facilities and a
reorganization of selling, general and administrative functions. In total, the
Company announced the closure of seven facilities in 2001 as well as certain
selling, general and administrative consolidations and a corporate
reorganization. The Company completed the closure of six of the facilities by
the end of 2001, with one facility in Alabama expected to remain open through
late 2002. The production capacity from the closed locations was primarily
transferred and consolidated into the Company's existing manufacturing
facilities in Indiana, Texas and New York locations, which were expanded, as
necessary, to accommodate the production transfer. In addition to the plant
consolidations announced during 2001, the Company purchased an existing plant
site for a "greenfield" insulated wire operation in Mexico. This plant is
located in Durango, Mexico, which is approximately 600 miles south of the
U.S./Mexican border. The startup of this Mexican facility began in the third
quarter of 2001, and the Company anticipates that the plant will begin
production in the third quarter of 2002. The related charge to impairment,
unusual and plant closings cost for the three months ended June 30, 2001 was
$0.8 million. There was no such charge during the three months ended June 30,
2002.


RESULTS OF OPERATIONS

<Table>
<Caption>
                                                              SIX MONTHS
                                                             ENDED JUNE 30,
                                                    -----------------------------
                                                        2002             2001
                                                    ------------     ------------
                                                            (In thousands)
<S>                                                 <C>              <C>
Net sales .....................................     $    208,022     $    240,420
Operating expenses:
  Cost of goods excluding item below ..........          164,721          183,842
  Unusual costs related to plant consolidations               --            1,714
                                                    ------------     ------------
  Total cost of goods sold ....................          164,721          185,556
  Selling, general and administrative expenses            16,870           20,695
  Depreciation and amortization ...............           13,853           18,165
  Impairment, unusual and plant closing charges               --            3,937
                                                    ------------     ------------
Operating income ..............................     $     12,578     $     12,067
                                                    ============     ============
</Table>


SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

Net sales for the six months ended June 30, 2002 were $208.0 million, a decrease
of $32.4 million, or 13.5%, compared to the six months ended June 30, 2001. This
decrease in sales was primarily the result of reduced demand from customers
supplying the electronics / data communications and industrial / energy markets
and lower copper prices, which were partially offset by higher sales to the
appliance market. In general, the Company prices its wire products based on a
spread over the cost of copper, which results in a decreased dollar value of
sales when copper costs decrease. The average price of copper based on the New
York Mercantile Exchange, Inc. ("COMEX") decreased to $0.73 per pound during the
six months ended June 30, 2002 from $0.79 per pound during the six months ended
June 30, 2001.

Cost of goods sold excluding unusual costs related to plant consolidations as a
percentage of sales increased to 79.2% for the six months ended June 30, 2002,
from 76.5% for the six months ended June 30, 2001. This change was due primarily
to product mix, competitive pricing pressures and operating inefficiencies
associated with lower production levels partially offset by favorable effects of
the 2001 plant consolidation and realignment actions.

Selling, general and administrative expenses decreased $3.8 million, or 18.5%,
to $16.9 million for the six months ended June 30, 2002, compared to $20.7
million for the same period in 2001 due to the favorable impact of actions taken
in 2001 including headcount reductions, administrative and corporate
reorganizations and volume related items.


                                       18
<PAGE>

Depreciation and amortization was $13.9 million for the six months ended June
30, 2002, compared to $18.2 million for the same period in 2001. This decrease
of $4.3 million was due to the elimination of amortizing intangible assets in
2002 as required under SFAS No. 142 and to the closure and consolidation of
certain production facilities in 2001.

During the first quarter of 2001, the Company recorded its first of a series of
impairment, unusual and plant closing charges related to its plan which called
for the realignment of capacity, a consolidation of production facilities and a
reorganization of selling, general and administrative functions. In total, the
Company announced the closure of seven facilities in 2001 as well as certain
selling, general and administrative consolidations and a corporate
reorganization. The Company completed the closure of six of the facilities by
the end of 2001, with one facility in Alabama expected to remain open through
late 2002. The production capacity from the closed locations was primarily
transferred and consolidated into the Company's existing manufacturing
facilities in Indiana, Texas and New York locations, which were expanded, as
necessary, to accommodate the production transfer. In addition to the plant
consolidations announced during 2001, the Company purchased an existing plant
site for a "greenfield" insulated wire operation in Mexico. This plant is
located in Durango, Mexico, which is approximately 600 miles south of the
U.S./Mexican border. The startup of this Mexican facility began in the third
quarter of 2001, and the Company anticipates that the plant will begin
production in the third quarter of 2002. The related charges to impairment,
unusual and plant closings cost for the six months ended June 30, 2001 were $3.9
million. There were no such charges during the six months ended June 30, 2002.


LIQUIDITY AND CAPITAL RESOURCES

Inflation has not been a material factor affecting the Company's business. As a
result of the copper price pass-through arrangements that the Company has with
its customers, fluctuations in the price of copper, the principle raw material
used by the Company, have not, nor are expected to have, a material impact on
the Company's profitability. The Company is subject to normal inflationary
pressures with its other raw materials purchased as well as its general
operating expenses, such as salaries, employee benefits and facilities costs.

Working Capital and Cash Flows

Net cash used in operating activities was $2.7 million for the six months ended
June 30, 2002 compared to net cash used in operating activities of $4.2 million
for the six months ended June 30, 2001. This change was primarily due to lower
working capital requirements.

Net cash used in investing activities, representing capital expenditures, was
$5.9 million for the six months ended June 30, 2002, compared to $10.6 million
for the six months ended June 30, 2001.

Net cash provided by financing activities, representing net borrowing of
long-term obligations, was $6.5 million for the six months ended June 30, 2002,
compared to net cash used in financing activities, representing net repayment of
long-term obligations, of $1.3 million for the six months ended June 30, 2001.

Financing Arrangements

On December 20, 2001, the Company entered into a Second Amended and Restated
Credit Agreement (the "Credit Agreement") with certain financial institutions
that replaced the Company's previous credit agreement. All outstanding letters
of credit from the prior credit agreement were incorporated into the Credit
Agreement. Borrowings under the Credit Agreement are collateralized by first
priority mortgages and liens on all domestic assets of the Company.

The Credit Agreement consists of a $70.0 million revolving credit facility,
subject to certain borrowing base requirements, that will mature on January 15,
2005. The Credit Agreement provides that a portion of the Credit Agreement, not
in excess of $35.0 million, is available for the issuance of letters of credit.
Based on the June 30, 2002 borrowing base calculation, the Company had available
borrowing capacity under the Credit Agreement of $60.3 million, of which $29.4
million was subject to outstanding letters of credit and of which $23.6 million
was available for borrowing. At June 30, 2002, the Company had $7.3 million in
borrowings outstanding under the Credit Agreement. The Company's obligations
under the Credit Agreement bear interest at floating rates and require interest
payments on varying dates depending on the interest rate option selected by the
Company.


                                       19
<PAGE>

The Company has outstanding $150.0 million principal amount of 11.75% Senior
Subordinated Notes due 2005 under an Indenture dated June 12, 1995, $150.0
million of 11.75% Series B Senior Subordinated Notes due June 2005 under an
Indenture dated June 17, 1997, priced at 108.75% for an effective interest rate
of 10.15% (collectively, the 11 3/4% Notes") and $5.0 million of 14% Senior
Subordinated Notes (the "14% Notes") due June 1, 2005 (collectively, the "Senior
Subordinated Notes"). The 11 3/4% Notes bear interest at the rate of 11.75% per
annum, requiring semi-annual interest payments of $17.6 million on each June 1
and December 1. The 14% Notes bear interest at the rate of 14% per annum,
requiring a semi-annual interest payment of $0.4 million on each June 1 and
December 1. Neither the 11 3/4% nor the 14% Notes are subject to any sinking
fund requirements.

The schedule below reconciles "EBITDA, as adjusted," to operating income as
determined in accordance with generally accepted accounting principles ("GAAP")
for all periods presented in the financial statements. EBITDA, as adjusted, is
defined as operating income plus depreciation, amortization of intangible
assets, impairment, unusual and plant closing charges, one-time unusual items
and other non-cash expense (income) items. EBITDA, as adjusted, is presented
because (i) it is a widely accepted indicator of a company's ability to incur
and service debt and (ii) it is the basis on which the Company's compliance with
certain financial covenants contained in the Credit Agreement is principally
determined. However, EBITDA, as adjusted, does not purport to represent cash
provided by operating activities as reflected in the Company's consolidated
statements of cash flow, is not a measure of financial performance under GAAP
and should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with GAAP. Also, the measure of EBITDA, as
adjusted, may not be comparable to similar measures reported by other companies.

<Table>
<Caption>
                                                              THREE MONTHS                        SIX MONTHS
                                                             ENDED JUNE 30,                     ENDED JUNE 30,
                                                   ------------------------------      ------------------------------
                                                       2002               2001             2002              2001
                                                   ------------      ------------      ------------      ------------
                                                                           (In thousands)
<S>                                                <C>               <C>               <C>               <C>
EBITDA, as adjusted ..........................     $     14,237      $     18,639      $     26,431      $     35,883
Depreciation and amortization ................           (7,000)           (9,214)          (13,853)          (18,165)
Impairment, unusual and plant closing
charges ......................................               --            (2,551)               --            (5,651)
                                                   ------------      ------------      ------------      ------------
Operating income .............................     $      7,237      $      6,874      $     12,578      $     12,067
                                                   ============      ============      ============      ============
</Table>


Liquidity

The principal raw material used in the Company's products is copper. The market
price of copper is subject to significant fluctuations. Working capital needs
change whenever the Company experiences a significant change in copper prices. A
$0.10 per pound change in the price of copper changes the Company's working
capital by approximately $3.2 million. The Company enters into contractual
relationships with most of its customers to adjust its prices based upon the
prevailing market prices on the COMEX. This approach is patterned after the
Company's arrangement with its copper suppliers and is designed to remove the
risk associated with fluctuating copper prices.

The Company's primary sources of liquidity are cash flows from operations and
borrowings under the Credit Agreement, which are subject to a borrowing base
calculation. As of June 30, 2002, the excess availability of funds under the
borrowing base calculation is $23.6 million. The major uses of cash in 2002 are
expected to be for debt service requirements and capital expenditures.
Management believes that cash from operating activities, together with available
borrowings under the Credit Agreement, if necessary, should be sufficient to
permit the Company to meet these financial obligations.


RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets," which supercedes APB No. 17, "Intangible Assets." SFAS
No. 142 primarily addresses the accounting for goodwill and intangible assets
subsequent to their acquisition (i.e., the post-acquisition accounting). The
provisions of SFAS No. 142 are effective for fiscal years beginning after
December 15, 2001. The most significant changes made by SFAS No. 142 are: (1)
goodwill and indefinite lived intangible assets will no longer be amortized, (2)
goodwill will be tested for impairment at least


                                       20
<PAGE>

annually at the reporting unit level, (3) intangible assets deemed to have an
indefinite life will be tested for impairment at least annually, and (4) the
amortization period of intangible assets with finite lives will no longer be
limited to forty years. The Company adopted SFAS No. 142 as of January 1, 2002.
Upon adoption of SFAS 142, the Company recorded an impairment to goodwill of
$54.5 million, net of tax benefit of $19.4 million.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-lived Assets." SFAS No. 144 supercedes SFAS No. 121,
"Accounting for the Impairment of Long-lived Assets and Assets to be Disposed
of" and the accounting and reporting provisions of APB No. 30, "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS No. 144 also amends Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary. The provisions of
SFAS No. 144 will be effective for fiscal years beginning after December 15,
2001. The most significant changes made by SFAS No. 144 are: (1) removes
goodwill from its scope and, therefore, eliminates the requirements of SFAS No.
121 to allocate goodwill to long-lived assets to be tested for impairment, and
(2) describes a probability-weighted cash flow estimation approach to deal with
situations in which alternative courses of action to recover the carrying amount
of long-lived assets are under consideration or a range is estimated for the
amount of possible future cash flows. The Company adopted SFAS No. 144 as of
January 1, 2002. The adoption of this statement did not have an impact on the
Company's consolidated financial position.

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The
statement rescinds FASB No. 4, "Reporting Gains and Losses from Extinguishment
of Debt," and an amendment of that statement, FASB No. 64, "Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements." As a result, gains and losses
from extinguishment of debt will no longer be aggregated and classified as an
extraordinary item, net of related income tax effect, on the statement of
earnings. Instead, such gains and losses will be classified as extraordinary
items only if they meet the criteria of unusual or infrequently occurring items.
SFAS No. 145 also requires that the gains and losses from debt extinguishments,
which were classified as extraordinary items in prior periods, should be
reclassified to continuing operations if they do not meet the criteria for
extraordinary items. The provisions related to this portion of the statement are
required to be applied in fiscal years beginning after May 15, 2002, with
earlier application encouraged.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The statement requires that costs associated
with exit or disposal activities must be recognized when they are incurred
rather than at the date of a commitment to an exit or disposal plan. Such costs
include lease termination costs and certain employee severance costs associated
with a restructuring, discontinued operation or other exit or disposal activity.
The Company is currently reviewing SFAS No. 146, which is effective for exit or
disposal activities initiated after December 31, 2002.


                                       21
<PAGE>



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


In accordance with Item 305 of Regulation S-K, the Company provided quantitative
and qualitative information about market risk in "Item 7a. Quantitative and
Qualitative Disclosures About Market Risk" of the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2001. There have been no material changes to the information
disclosed in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the year ended December 31, 2001.



                                       22
<PAGE>


PART II. OTHER INFORMATION

       None.




                                       23
<PAGE>



                                   SIGNATURES


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


                                 INTERNATIONAL WIRE GROUP, INC.


Dated:  August 14, 2002          By: /s/ GLENN HOLLER
                                     ------------------------------------------
                                 Name:   Glenn J. Holler
                                 Title:  Senior Vice President and Chief
                                         Financial Officer (Principal Financial
                                         and Accounting Officer)

                                       24
<PAGE>


                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, David M. Sindelar, as Chief Executive Officer of International Wire Group,
Inc., (the "Company") certify, pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (1)      the accompanying Form 10-Q report for the period ending June
                  30, 2002 as filed with the U.S. Securities and Exchange
                  Commission (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.



                                            INTERNATIONAL WIRE GROUP, INC.


Dated:  August 14, 2002                     By: /s/ DAVID M. SINDELAR
                                                --------------------------------
                                            Name:  David M. Sindelar
                                            Title: Chief Executive Officer





                                       25
<PAGE>

                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Glenn J. Holler, as Chief Financial Officer of International Wire Group,
Inc., (the "Company") certify, pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (3)      the accompanying Form 10-Q report for the period ending June
                  30, 2002 as filed with the U.S. Securities and Exchange
                  Commission (the "Report") fully complies with the requirements
                  of Section 13(a) or 15(d) of the Securities Exchange Act of
                  1934, as amended; and

         (4)      the information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.


                            INTERNATIONAL WIRE GROUP, INC.


Dated:  August 14, 2002     By:   /s/ GLENN J. HOLLER
                                  ----------------------------------------------
                            Name:   Glenn J. Holler
                            Title:  Senior Vice President and Chief Financial
                                    Officer (Principal Financial and Accounting
                                    Officer)



                                       26