<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        SEPTEMBER 30, 2001
                               -----------------------------------------

                                       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:

<TABLE>
<CAPTION>
                                                         OUTSTANDING AT
           CLASS                                        OCTOBER 31, 2001
      -------------                                     ----------------
    <S>                                                  <C>
  Common Stock                                                1,000
</TABLE>

                                       1
<PAGE>


                         INTERNATIONAL WIRE GROUP, INC.




                                      INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                                                        Page
------------------------------                                                                                       -----
<S>                                                                                                                   <C>

  Item 1. Condensed Consolidated Financial Statements (Unaudited):
      Condensed Consolidated Balance Sheets as of September 30, 2001 and December 31, 2000..................             3
      Condensed Consolidated Statements of Operations for the three and nine months ended September 30,
           2001 and 2000 ...................................................................................             4
      Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and
           2000.............................................................................................             5
      Notes to Condensed Consolidated Financial Statements..................................................             6
   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations...........            16
   Item 3.  Quantitative and Qualitative Disclosure About Market Risk.......................................            20

PART II - OTHER INFORMATION................................................................................             21

SIGNATURES.................................................................................................             22
</TABLE>


                                       2
<PAGE>


ITEM 1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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



<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,           DECEMBER 31,
                                                                                     2001                    2000
                                                                            ------------------------ --------------------
                                                                                  (Unaudited)
<S>                                                                         <C>                     <C>
 ASSETS

 Current assets:
   Cash and cash equivalents...........................................       $         19,835         $         32,244
   Accounts receivable, less allowance of $2,175
     and $2,760, respectively..........................................                 76,584                   82,339
   Inventories.........................................................                 76,780                   83,527
   Other current assets................................................                 36,974                   28,163
                                                                               ---------------           --------------

     Total current assets..............................................                210,173                  226,273
 Property, plant and equipment, net....................................                148,582                  148,414
 Intangible and other assets...........................................                204,378                  211,047
                                                                              ----------------         ----------------
     Total assets......................................................       $        563,133        $         585,734
                                                                              ================         ================

 LIABILITIES AND STOCKHOLDER'S EQUITY

 Current liabilities:
   Current maturities of long-term obligations.........................       $          4,865         $          4,312
   Accounts payable....................................................                 31,420                   42,654
   Accrued and other liabilities.......................................                 32,394                   38,227
   Accrued payroll and payroll related items...........................                  5,965                   11,740
   Accrued interest....................................................                 11,727                    3,195
                                                                              ----------------         ----------------
     Total current liabilities.........................................                 86,371                  100,128
 Long-term obligations, less current maturities........................                329,421                  331,121
 Other long-term liabilities...........................................                 48,915                   46,736
                                                                              ----------------         ----------------
     Total liabilities.................................................                464,707                  477,985
 Stockholder's equity:
   Common stock, $.01 par value, 1,000 shares
     authorized, issued and outstanding................................                      0                        0
   Contributed capital.................................................                246,724                  246,724
   Carryover of predecessor basis......................................                (67,762)                 (67,762)
   Accumulated deficit.................................................                (79,293)                 (69,989)
   Accumulated other comprehensive loss................................                 (1,243)                  (1,224)
                                                                              ----------------         ----------------
     Total stockholder's equity........................................                 98,426                  107,749
                                                                              ----------------         ----------------
     Total liabilities and stockholder's equity........................       $        563,133        $         585,734
                                                                              ================        =================

</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                           NINE MONTHS
                                                                   ENDED SEPTEMBER 30,                    ENDED SEPTEMBER 30,
                                                       ------------------ ------------------ ------------------- ------------------
                                                             2001               2000                2001                2000
                                                       ------------------ ------------------ ------------------- ------------------
<S>                                                    <C>                 <C>                   <C>                <C>

Net sales.........................................          $ 96,867         $ 138,079             $337,287          $  428,201
Operating expenses:
  Cost of goods sold excluding item below.........            76,281           103,343              260,123             317,486
  Unusual costs related to plant
  consolidations(see Note 3)......................             2,028                --                3,742                 --
                                                            --------         ---------             --------          ----------
      Total cost of goods sold....................            78,309           103,343              263,865             317,486
  Selling, general and administrative expenses....             7,994            11,028               28,689              35,737
  Depreciation and amortization...................             8,975             9,416               27,140              27,698
  Unusual charges.................................             2,760               650                6,697                 650
                                                            --------         ---------             --------          ----------
Operating income..................................            (1,171)           13,642               10,896              46,630
Other income (expense):
  Interest expense.................................           (8,950)           (9,237)             (26,225)            (31,478)
  Amortization of deferred financing costs.........             (336)             (414)              (1,013)             (1,625)
                                                            --------         ---------             --------          ----------
Income (loss) from continuing operations
 before income tax provision and
 extraordinary item................................          (10,457)            3,991              (16,342)             13,527
Income tax provision (benefit).....................           (4,507)            1,716               (7,038)              6,515
                                                            --------         ---------             --------          ----------
Income (loss) from continuing operations
 before  extraordinary item........................           (5,950)            2,275               (9,304)              7,012

Income (loss) from discontinued operations,
  net of income taxes of $1,598....................               --            (2,081)                  --               1,553
                                                            --------         ---------             --------          ----------
Income (loss) before extraordinary item............           (5,950)              194               (9,304)              8,565

Extraordinary item - loss related to early
 extinguishment of debt, net of taxes of
 $2,073............................................               --                --                   --              (2,747)
                                                            --------         ---------             --------          ----------
Net income (loss)...............................            $ (5,950)        $     194             $ (9,304)         $    5,818
                                                            ========         =========             =========         ==========
</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>

                                                                                             NINE MONTHS
                                                                                          ENDED SEPTEMBER 30,
                                                                           ------------------------ -------------------------
                                                                                      2001                     2000
                                                                           ------------------------ -------------------------
<S>                                                                         <C>                     <C>
Cash flows provided by (used in) operating activities:
Net income..........................................................          $     (9,304)             $     5,818
Adjustments to reconcile net income to net cash provided by
  (used in) operating activities:
    Depreciation and amortization...................................                28,152                   29,323
    Extraordinary item..............................................                    --                    2,747
    Income from discontinued operations.............................                    --                   (1,553)
    Deferred income taxes...........................................                (6,305)                      --
    Changes of assets and liabilities of continuing operations......                (2,960)                 (11,208)
                                                                              ------------             ------------
Net cash provided by continuing operations..........................                 9,583                   25,127
  Net cash provided by (used in) discontinued operations............                (1,545)                     430
                                                                              ------------             ------------
Net cash provided by operating activities...........................                 8,038                   25,557
                                                                              ------------             ------------
Cash flows used in investing activities:
  Capital expenditures of continuing operations.....................               (20,470)                 (14,103)
  Capital expenditures of discontinued operations...................                    --                     (982)
                                                                              ------------             ------------
Net cash used in investing activities...............................               (20,470)                 (15,085)
                                                                              ------------             ------------
Cash flows provided by (used in) financing activities:
  Equity proceeds...................................................                    --                       66
  Net borrowing (repayment) of long-term obligations................                    46                 (200,024)
  Financing fees and other..........................................                    --                     (699)
  Net proceeds from sale of Wire Harness Segment....................                    --                  208,500
                                                                              ------------             ------------
Net cash provided by financing activities...........................                    46                    7,843
                                                                              ------------             ------------
Effects of exchange rate changes on cash
  and cash equivalents..............................................                   (23)                      --
                                                                              ------------             ------------
Net change in cash and cash equivalents.............................               (12,409)                  18,315
Cash at beginning of the period.....................................                32,244                    7,425
                                                                              ------------             ------------
Cash at end of the period...........................................          $     19,835             $     25,740
                                                                              ============             ============
</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 nine months ended September 30, 2001 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, 2000.

          Recently Issued Accounting Standards

          In July 2001, the Financial Accounting Standards Board (the "FASB")
          issued Statement of Financial Accounting Standards ("SFAS") No. 141,
          "Business Combinations," and SFAS No. 142, "Goodwill and Other
          Intangible Assets."

          SFAS No. 141 supercedes Accounting Principles Board Opinion ("APB")
          No. 16, "Business Combinations." The most significant changes made by
          SFAS No. 141 are: (1) requiring that the purchase method of accounting
          be used for all business combinations initiated after June 30, 2001,
          (2) establishing specific criteria for the recognition of intangible
          assets separately from goodwill, and (3) requiring unallocated
          negative goodwill to be written off immediately as an extraordinary
          gain (instead of being deferred and amortized).

          SFAS No. 142 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 will be 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 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.

          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 has not yet determined the effect SFAS No.'s 141, 142 and
          144 will have on its consolidated financial position or results of
          operations.

                                       6
<PAGE>


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


2.       DISCONTINUED OPERATIONS

         On March 29, 2000, the Company consummated the sale of its wire harness
         business (the "Wire Harness Sale") for $210,000 in cash. The results of
         operations of the wire harness business have been reclassified to
         discontinued operations for all periods presented.


3.       UNUSUAL CHARGES AND UNUSUAL COSTS RELATED TO PLANT CONSOLIDATIONS

         During the quarter ended September 30, 2001, the Company recorded an
         unusual charge of $2,760 primarily related to the consolidation of
         certain selling, general and administrative functions as well as a
         corporate reorganization. The unusual charge is comprised of personnel
         and severance costs, attributed to 41 employees, and lease and other
         contractual commitments.

         During the first quarter of 2001, the Company announced its plan for a
         realignment of its insulated wire production and initiated the closure
         of three of its manufacturing facilities located in Alabama and
         Indiana. During the second quarter of 2001, the Company initiated the
         closures of two additional facilities, the third and final Alabama
         facility and a second plant in Indiana. The production capacity for
         these locations is being primarily transferred and consolidated into
         the Company's existing manufacturing facilities in Texas and its
         remaining Indiana facilities, which are being expanded, as necessary,
         to accommodate the production transfer. In addition to the plant
         consolidations announced in the first and second quarters, the Company
         recently 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 from the U.S./Mexican border. The
         startup of this Mexican facility began in the third quarter, and the
         Company anticipates that the plant will be in full production by the
         end of the second quarter of 2002.

         In connection with the plant closures announced in the first and second
         quarters and selling, general and administrative headcount reductions
         announced in the third quarter, the Company anticipates that 174
         employees will be terminated, all of whom have been notified by the
         Company. Through September 30, 2001, 117 employees have been
         terminated. Four of the five plant closures announced by the Company
         have been completed by September 30, 2001. Management estimates that
         the fifth plant closure will be complete by the end of the first
         quarter of 2002.

         In connection with the plant closures and other restructuring
         activities, the Company has accrued $2,760 and $6,697 for the three and
         nine months ended September 30, 2001, respectively.

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


<TABLE>
<CAPTION>

                                                                                   NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                                                                          2001
                                                                                   -------------------
        <S>                                                                       <C>

         Balance, beginning of period....................................               $        --
         Charges to operations:
           Facility shut-down costs......................................                     1,682
           Personnel and severance costs.................................                     5,015
                                                                                        -----------
                                                                                              6,697
                                                                                        -----------
         Costs incurred:
           Facility shut-down costs......................................                      (539)
           Personnel and severance costs.................................                    (2,861)
                                                                                        -----------
                                                                                             (3,400)
                                                                                        -----------
         Balance, end of period..........................................               $     3,297
                                                                                        ===========

</TABLE>


                                       7
<PAGE>

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


         In addition to the accruals for plant closings for the three and nine
         months ended September 30, 2001, the Company also incurred additional
         expenses of $2,028 and $3,742, respectively, 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 nine months ended September 30, 2001.


4.       EXTRAORDINARY ITEM - LOSS RELATED TO EARLY RETIREMENT OF DEBT

         Substantially all of the net proceeds (after the payment of fees and
         expenses) from the Wire Harness Sale were used to repay indebtedness
         outstanding under the Company's senior credit facility. Accordingly,
         the Company recorded an extraordinary loss during the first quarter of
         2000 of $2,747, net of income tax benefit, related to the write-off of
         deferred financing fees.


5.       INVENTORIES

         The composition of inventories at September 30, 2001 and December 31,
         2000 is as follows:

<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,          DECEMBER 31,
                                                                            2001                   2000
                                                                        -------------          ------------
       <S>                                                              <C>                   <C>

        Raw materials.................................................    $    18,701             $  28,402
        Work-in-process ..............................................         27,818                26,414
        Finished goods ...............................................         30,261                28,711
                                                                          -----------            ----------
         Total........................................................    $    76,780             $  83,527
                                                                          ===========            ==========
</TABLE>

         The carrying value of inventories on a last-in, first-out basis, at
         September 30, 2001 and December 31, 2000, approximates their current
         cost.


6.       LONG-TERM OBLIGATIONS

         The composition of long-term obligations at September 30, 2001 and
         December 31, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30,          DECEMBER 31,
                                                                            2001                   2000
                                                                        -------------          ------------
       <S>                                                              <C>                   <C>
        Amended and Restated Credit Agreement:
          Revolving credit facility....................................   $        --           $         --
          Term facility ...............................................         1,420                  2,273
        Senior Subordinated Notes......................................       150,000                150,000
        Series B Senior Subordinated Notes.............................       150,000                150,000
        Series B Senior Subordinated Notes Premium.....................         7,330                  8,523
        Industrial revenue bonds.......................................        15,500                 15,500
        Other..........................................................        10,036                  9,137
                                                                           ----------             ----------
                                                                              334,286                335,433
        Less, current maturities.......................................         4,865                  4,312
                                                                           ----------             ----------
                                                                           $  329,421             $  331,121
                                                                           ==========             ==========
</TABLE>

                                       8

<PAGE>



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



         The schedule of principal payments for long-term obligations, excluding
         premium, at September 30, 2001 is as follows:

<TABLE>
<S>                                                              <C>


        2001...............................................         $     2,123
        2002 ..............................................               1,330
        2003...............................................               1,274
        2004...............................................                 336
        2005...............................................             314,137
        Thereafter.........................................               7,756
                                                                   -------------
          Total............................................         $   326,956
                                                                   =============
</TABLE>


         The Company's Amended and Restated Credit Agreement (the "Credit
         Agreement") provides for senior secured financing of up to $1,420 under
         a term facility (the "Term Facility") and a $75,000 revolving loan and
         letter of credit facility (the "Revolver"). Availability under the
         Revolver has been limited by agreement between the Company and its
         lenders to $40,000 through December 31, 2001. As of September 30, 2001,
         there were borrowings of $1,420 outstanding under the Term Facility and
         $21,691 in letters of credit issued under the Revolver. Mandatory
         principal payments are due in quarterly installments under the Term
         Facility, with the final installment payable on September 30, 2002. The
         Revolver also terminates on September 30, 2002.

         On November 9, 2001, the lenders granted a waiver under the Credit
         Agreement waiving the Company's noncompliance with certain financial
         covenants at and for the period ending September 30, 2001. The waiver
         expires on December 31, 2001.

         The Company is in the process of refinancing the Credit Agreement with
         a new credit facility (the "New Bank Facility"). In connection
         therewith, the Company has received a commitment letter from a leading
         commercial bank (the "Commitment Letter") to provide the New Bank
         Facility. Based on the terms included in the Commitment Letter, if
         obtained, the New Bank Facility will provide a revolving loan and
         letter of credit facility of $70,000 subject to certain borrowing base
         requirements and will mature on January 15, 2005. The Company
         anticipates that, if obtained, the proceeds from the New Bank Facility
         will be used to repay the balance outstanding under the Credit
         Agreement and to finance on-going working capital and other operating
         needs of the Company. In addition, letters of credit outstanding under
         the Credit Agreement will be incorporated into the New Credit Facility.
         Although there can be no assurances that the New Bank Facility will be
         obtained on the terms described herein, or at all, the New Bank
         Facility is expected to close on December 10, 2001.

         Borrowings under the Term A Loan and Revolver 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 an applicable
         margin as defined in the Credit Agreement; or (b) the Eurodollar Rate
         (as defined in the Credit Agreement) plus an applicable margin as
         defined in the Credit Agreement. The Alternate Base Rate and Eurodollar
         Rate margins are established quarterly based on a formula described in
         the Credit Agreement. Interest payment dates vary depending on the
         interest rate option to which the Term Facility and the Revolver are
         tied, but generally interest is payable quarterly. The Credit Agreement
         contains several covenants which, among other things, restrict the
         Company's ability to incur indebtedness, make capital expenditures and
         pay dividends and maintain certain financial ratios subsequent to
         December 31, 2001.

         The Company's 11 3/4% Senior Subordinated Notes, 11 3/4% Series B
         Senior Subordinated Notes, and 14% Senior Subordinated Notes
         (collectively, 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 imposition of restrictions on 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.

                                       9

<PAGE>



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


7.       BUSINESS SEGMENT INFORMATION

         The Company operates its business as one business segment.


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 IWG-Philippines, Inc., IWG International, Inc.,
         Italtrecce-Societa Italiana Trecce & Affini S.r.l., International Wire
         SAS, Tresse Metallique J. Forissier, S.A. and Cablerie E. Charbonnet,
         S.A. (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.


                                       10
<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 SEPTEMBER 30, 2001

ASSETS

    Cash and cash equivalents..............      $        --     $   16,696        $    3,139      $        --          $   19,835
    Accounts receivable....................               --         59,894            16,690               --              76,584
    Inventories............................               --         66,592            10,188               --              76,780
    Other current assets...................               --         35,813             1,161               --              36,974
                                                    --------      ---------         ---------         ---------          ---------
    Total current assets...................               --        178,995            31,178               --             210,173
      Property, plant and equipment, net...               --        123,047            25,535               --             148,582
    Investment in subsidiaries.............          451,391            --                --          (451,391)                 --
    Intangibles and other assets ..........            6,912        184,515            12,951               --             204,378
                                                   ---------      ---------         ---------        ----------          ---------
         Total assets......................        $ 458,303      $ 486,557         $  69,664        $(451,391)          $ 563,133
                                                   =========      =========         =========        =========           =========

LIABILITIES AND STOCKHOLDER'S
EQUITY
    Current liabilities....................        $  14,404      $  64,898        $    7,069      $        --           $  86,371
    Long-term obligations, less current
        maturities.........................          311,288         18,133                --               --             329,421
    Other long-term liabilities............               -          47,681             1,234               --              48,915
    Intercompany (receivable) payable......          (34,820)        (5,080)           39,900               --                  --
                                                   ---------     ----------         ---------        ----------       ------------
    Total liabilities......................          290,872        125,632            48,203               --             464,707
    Stockholder's equity:
    Common stock...........................                0              0                 0                0                   0
    Contributed capital....................          246,724        297,106            11,887         (308,993)            246,724
    Carryover of predecessor basis.........               --        (67,762)               --               --             (67,762)
    Retained earnings (accumulated deficit)          (79,293)       131,581            10,817         (142,398)            (79,293)
    Other comprehensive loss...............               --             --            (1,243)               --             (1,243)
                                                   ----------     ---------         ---------        ----------        -----------
    Total stockholder's equity.............          167,431        360,925            21,461         (451,391)             98,426
                                                   ---------      ---------         ---------        ---------          ----------
          Total liabilities and stockholder's
             equity........................        $ 458,303      $ 486,557         $  69,664        $(451,391)          $ 563,133
                                                   =========      =========         =========        ==========          =========

</TABLE>



                                       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 DECEMBER 31, 2000

ASSETS

    Cash and cash equivalents..............         $      --      $   27,772      $      4,472      $       --           $ 32,244
    Accounts receivable....................                --          66,362            15,977              --             82,339
    Inventories............................                --          73,573             9,954              --             83,527
    Other current assets...................                --          26,937             1,226              --             28,163
                                                    ---------     -----------      ------------      ----------           --------
    Total current assets...................                --         194,644            31,629              --            226,273
      Property, plant and equipment, net...                --         127,661            20,753              --            148,414
    Investment in subsidiaries.............           461,033              --               --         (461,033)               -
    Intangibles and other assets ..........             8,357         189,099            13,591              --            211,047
                                                    ---------      ----------      ------------      ----------           --------
         Total assets......................         $ 469,390       $ 511,404      $     65,973      $ (461,033)          $585,734
                                                    =========       =========      ============      ==========           ========


LIABILITIES AND STOCKHOLDER'S
EQUITY
    Current liabilities....................        $    5,942      $   84,003      $     10,183      $       --           $100,128
    Long-term obligations, less current
        maturities.........................           313,049          18,072                --              --            331,121
    Other long-term liabilities............                --          45,472             1,264              --             46,736
    Intercompany (receivable) payable......           (26,336)        (10,589)           36,925              --                 --
                                                   ----------      ----------      ------------      ----------           --------
    Total liabilities......................           292,655         136,958            48,372              --            477,985
    Stockholder's equity (deficit):
    Common stock...........................                 0               0                 0               0                  0
    Contributed capital....................           246,724         297,106            11,887        (308,993)           246,724
    Carryover of predecessor basis.........                --         (67,762)              --               --            (67,762)
    Retained earnings (accumulated deficit)           (69,989)        145,102             6,938        (152,040)           (69,989)
    Other comprehensive loss...............                --              --            (1,224)             --             (1,224)
                                                   ----------      ----------      ------------       ---------           --------
    Total stockholder's equity (deficit)...           176,735         374,446            17,601        (461,033)           107,749
                                                   ----------      ----------      ------------       ---------           --------
          Total liabilities and stockholder's
             equity (deficit)..............        $  469,390      $  511,404      $     65,973      $ (461,033)          $585,734
                                                   ==========      ==========      ============      ==========           ========
</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>

STATEMENT OF OPERATIONS
  FOR THE THREE MONTHS ENDED
  SEPTEMBER 30, 2001

Net sales.......................................... $     --       $   82,374         $ 14,493         $       --        $  96,867
Operating expenses:
    Cost of goods sold before item below...........       --           65,445           10,836                 --           76,281
    Unusual costs related to plant consolidations..       --            2,028               --                 --            2,028
                                                    --------       ----------      -----------        -----------       ----------
    Total cost of goods sold.......................       --           67,473           10,836                 --           78,309
    Selling, general and administrative
    expenses.......................................       --            6,942            1,052                 --            7,994
    Depreciation and amortization..................      144            7,756            1,075                 --            8,975
    Unusual charges................................       --            2,760               --                 --            2,760
                                                    --------       ----------      -----------        -----------       ----------
Operating income...................................     (144)          (2,557)           1,530                 --           (1,171)
Other income (expense):
    Interest expense...............................      370           (8,941)            (379)                --           (8,950)
    Amortization of deferred financing costs            (336)              --               --                 --             (336)
    Equity in net income of subsidiaries...........   (5,840)              --               --              5,840               --
                                                    --------     ------------      -----------         ----------      -----------
Income (loss) before tax provision (benefit)          (5,950)         (11,498)           1,151              5,840          (10,457)
Income tax provision (benefit).....................       --           (4,502)              (5)                --           (4,507)
                                                    --------       ----------      ------------        ----------        ---------

Net income (loss).................................. $ (5,950)      $   (6,996)       $   1,156          $   5,840        $  (5,950)
                                                    ========       ===========       =========          =========        =========

</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
  SEPTEMBER 30, 2000

Net sales....................................... $     --        $  120,790         $ 17,289         $       --        $ 138,079
Operating expenses:
    Cost of goods sold..........................       --            90,535           12,808                 --          103,343
    Selling, general and administrative
    expenses....................................       --            10,289              739                 --           11,028
    Depreciation and amortization...............      672             7,759              985                 --            9,416
    Unusual item................................       --               650               -                  --              650
                                                 --------        ----------        ---------         ----------         --------
Operating income................................     (672)           11,557            2,757                 --           13,642
Other income (expense):
    Interest expense............................   (8,886)             (258)             (93)                --           (9,237)
    Amortization of deferred financing costs....     (414)               --               --                 --             (414)
    Equity in net income of subsidiaries........   12,247                --               --            (12,247)              --
                                                 --------        ----------        ---------         ----------         --------
Income from continuing operations before
tax provision...................................    2,275            11,299            2,664            (12,247)           3,991
Income tax provision............................       --             1,538              178                 --            1,716
                                                 --------        ----------        ---------         ----------         --------
Income from continuing operations...............    2,275             9,761            2,486            (12,247)           2,275
Loss from discontinued operations, net of
income tax benefit of $1,569....................   (2,081)               --               --                 --           (2,081)
                                                 --------        ----------        ---------         ----------        ---------

Net income...................................... $    194        $    9,761        $   2,486         $  (12,247)       $     194
                                                 ========        ===========       =========         ==========        =========
</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 NINE MONTHS ENDED
  SEPTEMBER 30, 2001

Net sales...................................      $     --       $  291,257         $ 46,030         $       --        $ 337,287
Operating expenses:
    Cost of goods sold before item below....            --          225,714           34,409                 --          260,123
    Unusual costs related to plant
    consolidations..........................            --            3,742               --                 --            3,742
                                                  --------       ----------         --------         ----------        ---------
    Total cost of goods sold................            --          229,456           34,409                 --          263,865
    Selling, general and administrative
    expenses...............................  .          --           25,310            3,379                 --           28,689
    Depreciation and amortization...........           432           23,510            3,198                 --           27,140
    Unusual charges.........................            --            6,697               --                 --            6,697
                                                  --------       ----------         --------         ----------        ---------
Operating income............................          (432)           6,284            5,044                 --           10,896
Other income (expense):
    Interest expense........................         1,762          (26,866)          (1,121)                --          (26,225)
    Amortization of deferred financing costs        (1,013)              --               --                 --           (1,013)
    Equity in net income of subsidiaries....        (9,621)              --               --              9,621               --
                                                  --------       ----------         --------         ----------        ---------
Income (loss) before tax provision (benefit)        (9,304)         (20,582)           3,923              9,621          (16,342)
Income tax provision (benefit)..............            --           (7,252)             214                 --           (7,038)
                                                  --------       ----------         --------         ----------        ---------

Net income (loss)...........................      $ (9,304)      $  (13,330)        $  3,709         $    9,621        $  (9,304)
                                                  ========       ==========         ========         ==========        =========

</TABLE>



<TABLE>
<CAPTION>
                                                                                        TOTAL
                                                                      TOTAL             NON-
                                                     COMPANY        GUARANTOR        GUARANTOR        ELIMINATIONS        TOTAL
                                                  -------------- ----------------- ---------------- ------------------- -----------
<S>                                               <C>             <C>              <C>              <C>                 <C>

STATEMENT OF OPERATIONS
  FOR THE NINE MONTHS ENDED
  SEPTEMBER 30, 2000

Net sales...................................    $      --      $    379,813         $  48,388            $     --        $428,201
Operating expenses:
    Cost of goods sold......................           --           282,542            34,944                  --         317,486
    Selling, general and administrative
    expenses................................           --            32,827             2,910                  --          35,737
    Depreciation and amortization...........        1,991            22,677             3,030                  --          27,698
    Unusual item............................           --               650                --                  --             650
                                                ---------      ------------         ---------            --------        --------
Operating income............................       (1,991)           41,117             7,504                  --          46,630
Other income (expense):
    Interest expense........................      (30,666)             (260)             (552)                 --         (31,478)
    Amortization of deferred financing costs       (1,625)               --                --                  --          (1,625)
    Equity in net income of subsidiaries....       44,928                --                --             (44,928)             --
                                                ---------      ------------         ---------            --------        --------
Income from continuing operations
    before income tax provision
    and extraordinary item..................       10,646            40,857             6,952             (44,928)         13,527
Income tax provision........................            --            5,707               808                  --           6,515
                                                ---------      ------------         ---------            --------        --------
Income from continuing operations
    before extraordinary item...............       10,646            35,150             6,144             (44,928)          7,012
Income (loss) from discontinued operations,
net of taxes of $29.........................       (2,081)            2,288             1,346                  --           1,553
                                                ---------      ------------         ---------            --------        --------
Income before extraordinary item............        8,565            37,438             7,490             (44,928)          8,565
Extraordinary item - loss  related to early
    extinguishment of debt,
    net of taxes of $2,073..................       (2,747)               --                --                  --          (2,747)
                                                ---------      ------------         ---------            --------        --------
Net income..................................    $   5,818      $     37,438         $   7,490            $(44,928)       $  5,818
                                                =========      ============         =========            ========        ========
</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 CASH FLOWS
  FOR THE NINE MONTHS ENDED
  SEPTEMBER 30, 2001

Net cash provided by operating activities..    $       568       $    1,479      $    5,991          $      --         $   8,038
                                               -----------       ----------      ----------          ---------         ---------
Cash flows used in investing activities for
  capital expenditures.....................             --          (13,169)         (7,301)                --           (20,470)
                                               -----------       ----------      ----------          ---------         ---------
Cash flows provided by (used in)
  financing activities for repayment
  of long-term obligations.................           (568)             614              --                 --                46
                                               -----------       ----------      ----------          ---------         ---------
Effect of exchange rate changes
   on cash and cash equivalents............             --               --             (23)                --               (23)
                                               -----------       ----------      ----------          ---------         ---------
Net change in cash and cash equivalents....    $        --       $  (11,076)    $    (1,333)         $      --         $ (12,409)
                                               ===========       ==========     ===========          =========         ==========
</TABLE>





<TABLE>
<CAPTION>
                                                                                        TOTAL
                                                                      TOTAL             NON-
                                                     COMPANY        GUARANTOR        GUARANTOR        ELIMINATIONS        TOTAL
                                                  -------------- ----------------- ---------------- ------------------- -----------
<S>                                               <C>             <C>              <C>              <C>                 <C>
STATEMENT OF CASH FLOWS
  FOR THE NINE MONTHS ENDED
  SEPTEMBER 30, 2000

Net cash provided by (used in) operating
activities.................................       $   (8,961)       $ 28,222        $  6,296          $      --         $  25,557
                                                  ----------        --------        --------          ---------         ---------
Cash flows used in investing activities for
  capital expenditures.....................               --         (11,411)         (3,674)                --           (15,085)
                                                 -----------       ---------        --------          ---------         ---------

Cash flows provided by (used in)
 financing activities:
    Equity proceeds........................               66              --              --                 --                66
    Repayment of long-term obligations.....         (198,906)         (1,118)             --                 --          (200,024)
    Financing fees and other...............             (699)             --              --                 --              (699)
    Net proceeds from sale of
      Wire Harness Segment.................          208,500              --              --                 --           208,500
                                                ------------      ----------        --------          ---------         ---------
Net cash provided by (used in) financing
  activities...............................            8,961          (1,118)             --                 --             7,843
                                                ------------      ----------        --------          ---------         ---------

Net change in cash and cash equivalents....     $         --      $   15,693       $   2,622          $      --         $  18,315
                                                ============      ==========       =========          =========         =========

</TABLE>

                                       15

<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 nine months ended September 30, 2001, compared to the three and nine
months ended September 30, 2000.

In March 2000, the Company sold its Wire Harness Segment to Viasystems
International, Inc. The Wire Harness Segment was previously reported as a
separate segment. The results of operations of the Wire Harness Segment for 2000
have been reclassified to discontinued operations.

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

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000

Net sales for the quarter were $96.9 million, a decrease of $41.2 million, or
29.8%, compared to the three months ended September 30, 2000. This decrease was
primarily the result of lower volume from weak general economic conditions in
the United States, including reduced demand from customers supplying the
automotive, electronics and data communications and industrial markets and the
result of a lower cost and selling price of copper. 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") declined from $0.87 per pound during the three months ended September
30, 2000 to $0.67 per pound during the three months ended September 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 September
30, 2001, from 74.8% for the three months ended September 30, 2000. This change
was primarily the result of lower pricing under new agreements with customers
who supply the automotive industry and operating inefficiencies related to
reduced production levels. These operating inefficiencies have been partially
offset by plant closures, headcount reductions, and other cost reduction and
containment actions taken by the Company and the impact of lower copper prices.

Selling, general and administrative expenses decreased $3.0 million to $8.0
million for the three months ended September 30, 2001, compared to $11.0 million
for the same period in 2000 due to reduced administrative and support headcount
and other cost containment actions taken by the Company.

Depreciation and amortization was $9.0 million for the three months ended
September 30, 2001, compared to $9.4 million for the same period in 2000.

During the quarter ended September 30, 2001, the Company recorded an unusual
charge of $2.8 million primarily related to the consolidation of certain
selling, general and administrative functions as well as a corporate
reorganization. The unusual charge is comprised of $2.4 million for personnel
and severance costs, attributed to approximately 41 employees, and $0.4 million
for lease and other contractual commitments. In addition to the unusual costs
accrued in the third quarter, the Company also incurred one-time costs of $2.0
million related to plant consolidations that was included in cost of goods sold
for the three months ended September 30, 2001. There were no such charges for
the same period in 2000.

                                       16
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2000

Net sales for the nine months ended September 30, 2001 were $337.3 million, a
decrease of $90.9 million, or 21.2%, compared to the nine months ended September
30, 2000. This decrease was primarily the result of lower volume from weak
general economic conditions in the United States, including reduced demand from
customers supplying the automotive, electronics and data communications and
industrial markets and the result of a lower average cost and selling price of
copper. The average price of copper based on COMEX declined from $0.83 per pound
during the nine months ended September 30, 2000 to $0.75 per pound during the
nine months ended September 30, 2001.

Cost of goods sold excluding unusual costs related to plant consolidations as a
percentage of sales increased to 77.1% for the nine months ended September 30,
2001, from 74.1% for the nine months ended September 30, 2000. This change was
due primarily to lower pricing under new agreements with customers who supply
the automotive industry and operating inefficiencies associated with lower
production levels. These operating inefficiencies have been partially offset by
plant closures, headcount reductions other cost reduction and containment
actions taken by the Company and the impact of lower copper prices.

Selling, general and administrative expenses decreased $7.0 million to $28.7
million for the nine months ended September 30, 2001, compared to $35.7 million
for the same period in 2000 due to headcount reductions and other cost reduction
and containment actions taken by the Company.

Depreciation and amortization was $27.1 million for the nine months ended
September 30, 2001, compared to $27.7 million for the same period in 2000.

During the nine months ended September 30, 2001, the Company announced its plan
for a realignment of its insulated wire production and initiated the closure of
five of its manufacturing facilities located in Alabama and Indiana. The
production capacity for these locations is being primarily transferred and
consolidated into the Company's existing manufacturing facilities in Texas and
its remaining Indiana facilities, which are being expanded, as necessary, to
accommodate the production transfer. In addition to the plant consolidations
announced in the first and second quarters, the Company recently 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 from the
U.S./Mexican border. The startup of this Mexican facility began in the third
quarter, and the Company anticipates that the plant will be in full production
by the end of the second quarter of 2002.

In connection with the plant closures and selling, general and administrative
headcount reductions announced in the third quarter, the Company anticipates
that 174 employees will be terminated, all of whom have been notified by the
Company. Through September 30, 2001, 117 employees have been terminated. Four of
the five plant closures announced by the Company have been completed by
September 30, 2001. Management estimates that the fifth plant closure will be
complete by the end of the first quarter of 2002.

Unusual charges from plant closures and selling, general and administrative
headcount reductions for the nine months ended September 30, 2001 were $6.7
million. The Company incurred additional costs of $3.7 million related to plant
consolidations that was included in cost of goods sold for the nine months ended
September 30, 2001. There were no similar charges for the same period in 2000.


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 have not, nor are expected to
have, a material impact on the Company's profitability. The Company's general
operating expenses, such as salaries, employee benefits and facilities costs are
subject to normal inflationary pressures.

Net cash provided by operating activities by continuing operations for the nine
months ended September 30, 2001 was $9.6 million, compared to $25.1 million for
the nine months ended September 30, 2000. This change was primarily due to lower
operating results, including additional costs related to plant consolidations,
partially offset by reduced interest and tax payments.

                                       17
<PAGE>

Net cash used in investing activities, representing capital expenditures, was
$20.5 million for the nine months ended September 30, 2001, compared to $15.1
million for the nine months ended September 30, 2000. The change was due, in
part, to additional capital expenditures required for plant consolidations and
the acquisition of the production facility in Mexico. Capital expenditures for
the nine months ended September 30, 2000 include $1.0 million related to
discontinued operations.

Net cash provided by financing activities was $0.0 million, representing the net
borrowing of long-term obligations, for the nine months ended September 30,
2001, compared to $7.8 million for the nine months ended September 30, 2000. In
March 2000, the Company generated $208.5 million in proceeds from the sale of
the Wire Harness Segment, net of transaction costs of $1.5 million. The Company
applied substantially all of the net proceeds from this sale for repayment of
outstanding obligations under the Company's Amended and Restated Credit
Agreement (the "Credit Agreement").

The Company's ability to fund its liquidity and capital requirements and to pay
its indebtedness is limited to its ability to receive dividends and other
distributions from its subsidiaries. The Credit Agreement and the Company's
Senior Notes prohibit the Company from imposing certain restrictions on the
ability of its subsidiaries to pay dividends or make other distributions to the
Company.

The Company's primary sources of liquidity are cash flows from operations and
borrowings under the Credit Agreement. The Company's principal use of its
liquidity is to pay interest on its indebtedness and to fund its working capital
requirements.

The Credit Agreement provides for senior secured borrowings of up to $1.4
million under a term facility (the "Term Facility") and up to $75 million under
a revolving loan and letter of credit facility (the "Revolver"). Availability
under the Revolver has been limited by agreement between the Company and its
lenders to $40 million through December 31, 2001. As of September 30, 2001,
there were borrowings of $1.4 million outstanding under the Term Facility and
$21.7 million in letters of credit issued under the Revolver. Mandatory
principal payments are due in quarterly installments under the Term Facility,
with the final installment payable on September 30, 2002. The Revolver also
terminates on September 30, 2002.

On November 9, 2001, the lenders granted a waiver under the Credit Agreement
waiving the Company's noncompliance with certain financial covenants at and for
the period ending September 30, 2001. The waiver expires on December 31, 2001.

The Company is in the process of refinancing the Credit Agreement with a new
credit facility (the "New Bank Facility"). In connection therewith, the Company
has received a commitment letter from a leading commercial bank (the
"Commitment Letter") to provide the New Bank Facility. Based on the terms
included in the Commitment Letter, if obtained, the New Bank Facility will
provide a revolving loan and letter of credit facility of $70.0 million subject
to certain borrowing base requirements and will mature on January 15, 2005. The
Company anticipates that, if obtained, the proceeds from the New Bank Facility
will be used to repay the balance under the Credit Agreement and to finance
on-going working capital and other operating needs of the Company. In addition,
letters of credit outstanding under the Credit Agreement will be incorporated
into the New Bank Facility. Although there can be no assurances that the New
Bank Facility will be obtained on the terms described herein, or at all, the New
Bank Facility is expected to close on December 10, 2001.

The Company anticipates that cash flow from operations and borrowings under the
Credit Agreement, and thereafter, the New Bank Facility, will be sufficient to
meet the Company's working capital needs for the foreseeable future.


RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets."

SFAS No. 141 supercedes Accounting Principles Board Opinion ("APB") No. 16,
"Business Combinations." The most significant changes made by SFAS No. 141 are:
(1) requiring that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001, (2) establishing specific criteria
for the recognition of intangible assets separately from goodwill, and (3)
requiring unallocated negative goodwill to be written off immediately as an
extraordinary gain (instead of being deferred and amortized).

SFAS No. 142 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 will be 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 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.

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

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<PAGE>

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 has not yet determined the effect SFAS No.'s 141, 142 and 144 will
have on its consolidated financial position or results of operations.





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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, 2000. 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, 2000.



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PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits

     10.26 Agreement and Waiver to the Amended and Restated Credit Agreement,
     dated as of November 9, 2001, among International Wire Group, Inc.,
     International Wire Holding Company, Camden Wire Company, Inc., the Several
     Lenders from time to time parties thereto, the Chase Manhattan Bank, as
     Administrative Agent, and Bankers Trust Company, as Documentation Agent.


(b)  Report on Form 8-K filed July 19, 2001, reporting Item 5. We announced the
     resignation of James N. Mills as Chief Executive Officer of the Registrant.



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                                   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:  November 14, 2001         By:  /s/ GLENN HOLLER
                                       -----------------------------------------
                                  Name:  Glenn J. Holler
                                  Title: Senior Vice President and
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)





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<PAGE>




(a)  Exhibits

     10.26 Agreement and Waiver to the Amended and Restated Credit Agreement,
     dated as of November 9, 2001, among International Wire Group, Inc.,
     International Wire Holding Company, Camden Wire Company, Inc., the Several
     Lenders from time to time parties thereto, the Chase Manhattan Bank, as
     Administrative Agent, and Bankers Trust Company, as Documentation Agent.

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