<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                   FORM 10-K

<Table>
<C>          <S>
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001



                                   OR




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

             FOR THE TRANSITION PERIOD FROM          TO
</Table>

                        COMMISSION FILE NUMBER 33-93970
                             ---------------------
                         INTERNATIONAL WIRE GROUP, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      43-1705942
       (State or other jurisdiction of              (I.R.S. Employer Identification No.)
        incorporation or organization)

  101 SOUTH HANLEY ROAD, ST. LOUIS, MISSOURI                       63105
   (Address of principal executive offices)                      (Zip Code)
</Table>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (314) 719-1000

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

     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 the
filing requirements for at least the past 90 days.  Yes [X]     No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant.

     NO ESTABLISHED PUBLISHED PUBLIC TRADING MARKET EXISTS FOR THE COMMON STOCK,
PAR VALUE $.01 PER SHARE, OF INTERNATIONAL WIRE GROUP, INC. ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF INTERNATIONAL
WIRE GROUP, INC. ARE HELD BY INTERNATIONAL WIRE HOLDING COMPANY.

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

<Table>
<Caption>
                OUTSTANDING AT
   CLASS       FEBRUARY 28, 2002
   -----       -----------------
<S>            <C>
Common Stock         1,000
</Table>

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

          CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

     Information set forth in this Annual Report on Form 10-K regarding expected
or possible future events, including statements of the plans and objectives of
management for future growth, operations, products and services and statements
related to future economic performance, is forward-looking and subject to risks
and uncertainties. For those statements, International Wire Group, Inc. (the
"Company") claims the protection of the safe harbor for forward-looking
statements provided for by Section 21E of the Securities Exchange Act of 1934,
as amended. Factors that could affect the future results of the Company and
could cause those results to differ materially from those expressed in the
forward-looking statements are discussed at greater length herein.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "pro forma," "anticipates" or "intends" or the negative of
any thereof or other variations thereof or comparable terminology, or by
discussions of strategy or intentions. See Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

                                     PART I

ITEM 1.  BUSINESS

GENERAL

     The Company, through its subsidiaries, is a leading designer and
manufacturer of wire products, including bare and tin-plated copper wire and
insulated copper wire products, for other wire suppliers and original equipment
manufacturers ("OEMs"). The Company's products include a broad spectrum of
copper wire configurations and gauges with a variety of electrical and
conductive characteristics and are utilized by a wide variety of customers
primarily in the appliance, automotive, electronics and data communications, and
general industrial/energy industries. The Company manufactures and distributes
its products at 23 facilities located in the United States, Italy, the
Philippines and France. The Company recently purchased another facility in
Mexico and expects to begin production in mid 2002.

     - Bare Wire Products.  The Company's bare and tin-plated copper wire
       products (or conductors) are used to transmit digital, video and audio
       signals or conduct electricity and are sold to a diverse customer base of
       approximately 800 insulated wire manufacturers and various industrial
       OEMs for use in computer and data communications products, general
       industrial, energy, appliances, automobiles, and other applications.

     - Insulated Wire Products.  The Company's insulated wire products (copper
       conductors insulated with plastic or other polymeric compounds) are
       primarily manufactured for the automotive and appliance end-user markets.
       The Company's insulated wire products are used in the assembly of wire
       harnesses that are installed in both automobiles and appliances. A wire
       harness is comprised of an assembly of wires with connectors and
       terminals that transmit electricity between two or more end points. The
       Company also participates in several niche businesses in the high
       temperature silicone and heater wire, medical equipment and submersible
       pump cable markets.

     The principal executive offices of the Company are located at 101 South
Hanley Road, Suite 400, St. Louis, Missouri 63105, and the Company's telephone
number at such address is (314) 719-1000.

BACKGROUND

     In December 1992, an investor group led by Hicks, Muse, Tate & Furst
Incorporated ("Hicks Muse") acquired (the "Original Wirekraft Acquisition")
Kirtland Indiana, Limited Partnership ("KILP"), which was subsequently renamed
Wirekraft Industries, Inc. ("Wirekraft"). KILP was engaged in the manufacturing
of insulated wire and fabrication of wire harnesses. In March 1995, an investor
group led by Hicks Muse acquired Omega Wire, Inc. ("Omega"). The acquisition of
Omega broadened the Company's product offering through the addition of a broad
and diverse bare wire product offering and vertically integrated the Company by
substantially reducing the Company's need to purchase outside bare wire. In June
1995, through

                                        2
<PAGE>

a series of acquisitions and mergers, the Company was organized to combine the
operations of Wirekraft and Omega (the "Wirekraft/Omega Combination").

     In March 1996, the Company acquired (the "DWT Acquisition") the business of
Hoosier Wire, Inc., Dekko Automotive Wire, Inc., Albion Wire, Inc. and
Silicones, Inc., a group of affiliated companies together under the trade name
Dekko Wire Technology Group ("Dekko"). Dekko was engaged in the design,
manufacture and marketing of insulated and bare copper wire. The DWT Acquisition
increased the Company's insulated and bare wire manufacturing capabilities, as
well as increased the Company's capacity to better serve its client base and
expand into new markets by adding specialty products to the Company's product
offering.

     In February 1997, the Company acquired (the "Camden Acquisition") all of
the issued and outstanding common stock of Camden Wire Co., Inc., a designer,
manufacturer and marketer of bare and tin-plated copper wire. The Camden
Acquisition allowed the Company to expand its geographic manufacturing base and
to realize efficiencies through consolidation of operations and process
improvements.

     In 1998, the Company made two strategic acquisitions, the acquisition of
the assets of Spargo Wire Company, Inc. ("Spargo Wire"), which expanded the
Company's offering of bare wire, and the acquisition of Italtrecce S.r.l.
("Italtrecce"), which expanded the Company's offering of specialty braid
products and allowed the Company to expand its geographic manufacturing base to
Italy. In addition, in July 1998, the Company completed the construction of a
facility in Cebu, Philippines and began operations. The Cebu facility allowed
the Company to supply global customers of the Company and to build relationships
with new customers in the Asia Pacific markets.

     In December 1999, the Company acquired a group of French wire manufacturers
(collectively, the "Forissier Group"). Two of the operating companies
manufacture specialty braids, rope and cable products and the third operating
company manufactures insulated wire products. This acquisition complimented the
Company's existing business in Italy as well as expanded sales opportunities
throughout Europe.

     In March 2000, the Company sold its Wire Harness Segment, as described
below, to a subsidiary of Viasystems Group, Inc. ("Viasystems") for $210.8
million in cash (the "Wire Harness Sale"). The Company and Viasystems are
commonly controlled by affiliates of Hicks Muse. In connection with the Wire
Harness Sale, the Company entered into an agreement to supply Viasystems' wire
harness business with substantially all of their insulated wire requirements
through 2003, which is a continuation of existing practice. See Note 6 to the
Company's Consolidated Financial Statements included herein for a further
discussion of the Wire Harness Sale.

     In August 2001, the Company furthered its international expansion with the
purchase of a manufacturing facility in Durango, Mexico. Management believes
that this new facility, approximately 600 miles south of the U.S./Mexican
border, will allow the Company to expand its relationships with existing global
customers in North America and seek new opportunities in Central and South
America. Production is expected to begin in mid 2002.

PRODUCTS AND MARKETS

     Prior to the Wire Harness Sale, the Company conducted its operations
through two segments: (i) the manufacture and marketing of bare and tin-plated
copper wire products and insulated copper wire products (the "Wire Segment") and
(ii) the manufacture and marketing of wire harness assemblies for sale primarily
to the major U.S. manufacturers of household appliances such as Amana,
Frigidaire, General Electric, Maytag and Whirlpool who utilized the wire
harnesses assemblies in the manufacture of refrigerators, freezers, washers,
dryers, ranges and dishwashers (the "Wire Harness Segment"). With the sale of
the Wire Harness

                                        3
<PAGE>

Segment in March 2000, the Company now conducts its operations in only the Wire
Segment. The following is a description of the Company's primary products and
markets served:

  Bare Wire Products (55% of 2001 consolidated sales)

     The Company's external sales of bare wire products are primarily to wire
insulators, who apply insulating materials to the bare wire through an extrusion
process. These wire insulators sell the insulated wire to a variety of customers
in the following markets: (i) appliance (approximately 11% of total 2001 bare
wire sales); (ii) automotive (approximately 23% of total 2001 bare wire sales);
(iii) electronics and data communications (approximately 31% of total bare wire
sales) including cable television, safety and security control, and local area
network ("LAN") and computer systems; and (iv) general industrial/energy
(approximately 35% of total 2001 bare wire sales) including heating, ventilating
and air conditioning ("HVAC") systems; circuit protection, digital and cellular
phone towers, elevator cables, mining and oil exploration, mass transit, and
utility power distribution applications. The Company manufactures a broad array
of bare and tin-plated copper conductors including the following:

     - Single End Wire.  Single end wire is an individual wire drawn to the
       customer's size requirements ranging from .16 to .00157 inches in
       diameter (6 American Wire Gauge ("awg") to 46 awg). Single end wire is
       capable of transmitting signals or electrical currents between two points
       and is used to transmit digital, video and audio signals or low voltage
       current in a variety of wire products used in motor controls, local area
       networks, security systems, television or telephone connections and water
       sprinkler systems. Single end wire is generally the least expensive form
       of wire to produce due to its simple configuration.

     - Stranded Wire.  Stranded wire is comprised of a number of single end
       wires twisted together in a specific geometric pattern that preserves
       each individual wire's relative position for the length of the wire.
       Stranded wire, like single end wire, transmits digital, video and audio
       signals or low voltage current. However, stranded wire is more flexible
       and capable of connecting multiple terminals allowing greater
       application. Stranded wire is generally used in products that connect
       peripherals to the personal computer ("PC"), connect the internal
       components of the PC, and control HVAC, security and other functions
       inside buildings. In addition, stranded wire is used in antilock braking
       systems, airbag systems, utility power distribution and circuit breakers.

     - Bunched Wire.  Bunched wire is formed by twisting a number of single end
       wires in a random pattern. Bunched wire allows increased flexibility
       while maintaining conductivity. This type of wire is the primary wire
       used in appliance wire harnesses. In addition, bunched wire is commonly
       used for transmission of electrical current in lighting fixture cords,
       extension cords and power cords for portable, power hand tools.

     - Cabled Wire and Braided Wire.  Cabled wire and braided wire are
       combinations of single, bunched or stranded wire twisted together in
       various patterns and thickness. These wires transmit electrical current
       and are typically used in mining, mass transportation, automotive,
       utility power distribution cellular and digital towers and other
       industrial applications.

     - Shielding Wire.  Shielding wire is comprised of varying numbers of single
       end wires that are wound together in parallel construction around a
       bobbin. Shielding wire does not transmit signals or voltage but rather
       shields the signal traveling through the core conductor from outside
       interference. This type of wire is primarily used in data communication
       applications, telecommunications equipment, cable television equipment
       and security systems.

  Insulated Wire Products (45% of 2001 consolidated sales)

     The Company's sales of insulated wire products are primarily to independent
wire harness fabricators for use in the automotive (approximately 66% of total
2001 insulated wire sales), appliance (approximately 32% of total 2001 insulated
wire sales) and other industrial (approximately 2% of total 2001 insulated wire
sales) markets. The Company divides its customers who manufacture wire harnesses
into three broad groups:

                                        4
<PAGE>

(a) Tier 1 suppliers to Ford Motor Company and Chrysler Corporation (General
Motors Corporation ("GM") continues to purchase the majority of its wire and
wire harness products from Delphi Automotive Systems, formerly a division of GM
that has in-house wire and wire harness manufacturing capability); (b) suppliers
to the North American facilities of Japanese automakers, that utilize
"thin-wall" insulated wire which complies with Japanese Industrial Standards
("JIS"); and (c) suppliers to appliance OEMs.

     The Company manufactures a diverse array of insulated wire products
including the following:

     - PVC Lead Wire and Cable.  PVC lead wire and cable is copper wire that has
       been insulated with polyvinyl chloride ("PVC"). This product is used
       primarily in automotive wire harnesses located behind the instrument
       panel or in the vehicle body that control certain functions including
       turn signals and air bags.

     - JIS Wire.  JIS wire is copper wire insulated with PVC that is produced
       according to Japanese Industrial Standards. The primary difference
       between domestic PVC wire and JIS wire is that JIS wire is manufactured
       to metric dimensions and generally has thinner insulation than products
       manufactured according to U.S. Society of Automotive Engineers Standards.
       JIS wire is used primarily in automotive wire harnesses located behind
       the instrument panel or in the vehicle body.

     - XLPE Insulated Wire.  Cross-linked polyethylene ("XLPE") wire is copper
       wire insulated with polyethylene that is subjected to heat and steam
       pressure ("cross-linking") to make the wire resistant to high
       temperatures. This product's primary application includes use in high
       temperature environments such as the engine compartment of vehicles and
       in electric ranges.

     - PVC Insulated Cord.  PVC insulated cord is insulated wire that is
       surrounded with fillers and then jacketed with PVC insulation. This
       product is used primarily for wall-plug applications (cord sets) in the
       appliance and power tool industries.

     - Appliance Wire.  Appliance wire is copper wire primarily insulated with
       PVC and used in producing harnesses for a variety of appliances. The
       Company also manufactures high temperature wire, insulated with silicone,
       used primarily in electric ranges and niche applications such as
       resistance heaters, motor leads and lighting products.

MARKETING

     The Company sells its products through a combination of direct (Company
employed) sales people, manufacturer's representatives and distributors. The
Company's sales organization is supported by an internal marketing staff and
customer service groups. Collectively, these departments act as a bridge between
the Company's customers and its production and engineering staff. The Company's
engineers work directly with customers in designing the wire products to the
customer's exact specifications. In addition, engineers work closely with the
Company's production managers, quality supervisors and customer service
representatives to ensure the timely delivery of quality products.

KEY CUSTOMERS

     The Company sells its products primarily to major appliance and automotive
wire harness manufacturers and copper wire insulators who then sell to a diverse
array of end users. For the years ended December 31, 2001, 2000 and 1999, the
Company had significant sales to Lear Corporation which represented 12%, 13% and
15% of the Company's consolidated net sales for each of the respective years.
The Company had no other customers who accounted for more than 10% of
consolidated net sales during these years.

INTERNATIONAL OPERATIONS

     The Company currently has operations in the Philippines, Italy and France.
In 2001, the Company purchased a facility in Mexico and expects to begin
production in mid 2002. For the years ended December 31, 2001, 2000 and 1999,
approximately 14%, 12% and 4% of the Company's sales from continuing operations
originated from these foreign operations. A portion of these sales were to Tier
1 automotive

                                        5
<PAGE>

suppliers whose products were sold back into the United States. The Company has
a manufacturing facility in Cebu, Philippines, a manufacturing facility in
Vinovo, Italy and three facilities near Lyon, France. See Note 12 to the
Company's Consolidated Financial Statements included herein for further
information about the Company's international operations.

     The Company is subject to risks generally associated with international
operations, including price and exchange controls and other restrictive actions.
In addition, fluctuations in currency exchange rates may affect the Company's
results of operations. See Item 7A, "Quantitative And Qualitative Disclosures
About Market Risk" for further discussion about the Company's foreign currency
risk.

RAW MATERIALS

     The principal raw material used by the Company is copper, which is
primarily purchased in the form of 5/16-inch rod from the major copper producers
in North America and Japan. Copper rod prices are based on market prices, which
are generally established by reference to the New York Mercantile Exchange, Inc.
("COMEX") prices, plus a premium charged to convert copper cathode to copper rod
and deliver it to the required location. As a world traded commodity, copper
prices have 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.

     Other major raw materials consumed by the Company include PVC compound,
XLPE compound, silicon compound, color concentrate, tin and other metals. The
Company enters into long-term supply agreements on a wide variety of materials
consumed. Supplies on all critical materials are currently adequate to meet the
Company's needs.

     The Company orders material based on purchase orders received and accepted
and seeks to minimize the inventory of material not identified for specific
orders. The Company works with its suppliers to develop just-in-time supply
systems to reduce inventory carrying costs.

MANUFACTURING AND DISTRIBUTION

     The Company is committed to the highest quality standards for its products,
a standard maintained in part by continuous improvements to its production
processes and upgrades and investments to its manufacturing equipment. The
Company's equipment can be adapted to satisfy the changing needs of its
customers. The following is a description of the Company's manufacturing and
distribution facilities and processes for its major product lines.

  BARE WIRE PRODUCTS

     As of December 31, 2001, the Company had twelve facilities dedicated to the
production and distribution of bare wire products. Six of these facilities are
located in New York, two are located in France, one facility is located in
Indiana, one facility is located in Texas, one facility is located in Italy and
one distribution facility is located in California. The manufacturing of bare
wire consists of one or more of the following four processes: wire drawing;
plating; bunching and stranding; and cabling.

     - Wire Drawing Process.  Wire drawing is a multi-step process in which raw
       copper material, primarily 5/16 inch copper rod, is drawn through a
       series of dies of decreasing diameter.

     - Plating Process.  After being drawn, the Company's wire products may be
       plated through an electroplating process. The Company has the capability
       to plate copper wire with tin and other metals. Approximately 32% of the
       Company's bare wire products are plated with tin. The plating process
       prevents the bare copper from oxidizing and also allows the wire to be
       soldered, which is an important quality in many electrical applications.
                                        6
<PAGE>

     - Bunching and Stranding Process.  Bunching and stranding is the process of
       twisting together single strand wires to form a construction ranging from
       seven to over 200 strands. If the wire is bunched, the individual strands
       of wire are twisted together in a random pattern. Stranded wire is
       composed of a number of single end wires twisted together in a specific
       geometric pattern where each strand's relative position is maintained
       throughout the length of the wire.

     - Cabling Process.  Cabling is the process of twisting bunched wire to form
       a construction ranging from 49 to 47,000 strands.

  INSULATED WIRE PRODUCTS

     As of December 31, 2001, the Company had eleven manufacturing and
distribution facilities used to produce and distribute insulated wire. Four of
the manufacturing facilities are located in Texas, three are located in Indiana,
one is located in Alabama, one is located in the Philippines and one is located
in France. The Company has one distribution facility in Texas. The Company
recently purchased another manufacturing facility in Durango, Mexico and expects
to begin production at this facility in mid 2002. The production of insulated
wire starts with bare wire (primarily manufactured internally) and involves
insulating the wire products with various polymeric insulating compounds through
an extrusion process. Extrusion involves the feeding, melting and pumping of
insulating compounds through a die to shape it into its final form on the wire.
In order to enhance the insulation properties of some products, certain
polymeric compounds can be chemically cross-linked after the extrusion process.
The Company has extensive chemical cross-linking capabilities.

COMPETITION

     As a result of the diversity of the Company's product offerings, the
Company believes that no single competitor competes with the Company across the
entire spectrum of the Company's product lines. However, in each market served,
the Company experiences competition from at least one major competitor. The
Company competes primarily on the basis of quality, reliability, price,
reputation, customer service and delivery time. The Company believes it
maintains a leading market share position in the non-captive U.S. market for
each of its product lines. Several customers the Company serves have in-house or
"captive" wire production facilities. However, these captive facilities do not
compete with the Company for sales to other customers. The Company also sells
its products to customers with captive production to meet needs in excess of
their internal production capacity.

BACKLOG

     Due to the manner in which it processes its orders, the Company has no
significant order backlog. The Company follows the industry practice of
producing its products on an ongoing basis to meet customer demand without
significant delay. Management believes the ability to supply orders in a timely
fashion is a competitive factor in its market, and therefore, attempts to
minimize order backlog to the extent practicable.

PATENTS AND TRADEMARKS

     The Company has three patents and seven registered trademarks. The Company
does not believe that its competitive position is dependent on patent protection
or that its operations are dependent on any individual patent or trademark or
group of related patents or trademarks.

EMPLOYEES

     As of December 31, 2001, the Company employed approximately 2,100 full time
employees. The Company believes that it has a good relationship with its
employees.

                                        7
<PAGE>

SEASONALITY

     The Company does not believe that its business is subject to significant
seasonal fluctuations.

ENVIRONMENTAL MATTERS

     The Company is subject to a number of federal, state, local and foreign
environmental laws and regulations relating to the storage, handling, use,
emission, discharge, release or disposal of materials into the environment and
the investigation and remediation of contamination associated with such
materials. These laws include, but are not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), the Water
Pollution Control Act, the Clean Air Act and the Resource Conservation and
Recovery Act, the regulations promulgated thereunder, and any state analogs. The
Company's operations also are governed by laws and regulations relating to
employee health and safety. The Company believes that it is in material
compliance with such applicable laws and regulations and that its existing
environmental controls are adequate. Further, the Company has no current plans
for substantial capital expenditures in this area.

     As is the case with most manufacturers, the Company could incur costs
relating to environmental compliance, including remediation costs related to
historical hazardous materials handling and disposal practices at certain
facilities, although it does not believe that such costs would materially and
adversely affect the Company. In the past, the Company has undertaken remedial
activities to address on-site soil contamination caused by historic operations.
None of these activities have resulted in any material liability. Currently, the
Company is involved with environmental monitoring activities at one of its
Camden, New York facilities and its Jordan, New York facility.

     The Company currently does not anticipate that compliance with
environmental laws or regulations or the costs to remediate the sites discussed
above will have a material adverse effect on the Company. As mentioned above,
however, the risk of environmental liability and remediation costs is inherent
in the nature of the Company's business and, therefore, there can be no
assurances that material environmental costs, including remediation costs, will
not arise in the future. In addition, it is possible that future developments
(e.g., new regulations or stricter regulatory requirements) could result in the
Company incurring material costs to comply with applicable environmental laws
and regulations.

ITEM 2.  PROPERTIES

     The Company uses owned or leased properties as manufacturing and
distribution facilities, warehouses and offices throughout the United States,
the Philippines, France and Italy, and recently purchased a facility in Mexico
where production is expected to begin in mid 2002. The Company's principal
executive offices are located in St. Louis, Missouri. All of the Company's
domestic owned properties are pledged to secure the Company's indebtedness under
the Company's Second Amended and Restated Credit Agreement dated as of December
20, 2001, with J.P. Morgan Chase Bank and the other lenders party thereto, as
amended (the "Credit Agreement").

                                        8
<PAGE>

     Listed below are the principal manufacturing and distribution facilities
operated by the Company as of December 31, 2001:

<Table>
<Caption>
          LOCATION            SQUARE FEET   OWNED/LEASED       PRIMARY PRODUCTS/END USE
----------------------------  -----------   ------------   ---------------------------------
<S>                           <C>           <C>            <C>
BARE WIRE
Camden, New York............    450,000     Owned          Single end, bunched, stranded,
                                                           cabled and electroplated wire
Williamstown, New York......    210,000     Owned          Single end, bunched, stranded and
                                                           cabled wire
Bremen, Indiana.............    175,000     Owned          Bunched wire
Camden, New York............    150,000     Leased(1)      Single end, bunched, stranded and
                                                           cabled wire
Jordan, New York............    120,000     Leased(1)      Single end, bunched, stranded,
                                                           shielding and cabled wire
Rome, New York..............    112,000     Owned          Bunched, stranded, cabled and
                                                           electroplated wire
Cazenovia, New York.........     60,000     Owned          Braided wire
Saint-Chamond, France.......     60,000     Owned          Specialty braids, rope and cable
                                                           products
El Paso, Texas..............     57,000     Owned          Bunched wire
Saint-Chamond, France.......     30,000     Owned          Specialty braids, rope and cable
                                                           products
Vinovo, Italy...............     25,000     Owned          Braided wire
LaMirada, California........     19,000     Leased(2)      Distribution
INSULATED WIRE
Cebu, Philippines...........    135,000     Owned          Automotive
Avilla, Indiana.............    119,000     Owned          Appliance and automotive
El Paso, Texas..............    101,000     Leased(2)      Appliance and automotive
Beynost, France.............     82,000     Owned          Automotive
El Paso, Texas..............     70,000     Owned          Automotive
Elkmont, Alabama............     65,000     Owned          Appliance and automotive
Kendallville, Indiana.......     61,000     Leased(2)      Appliance and automotive
Kendallville, Indiana.......     60,000     Owned          Appliance and automotive
El Paso, Texas..............     60,000     Owned          Automotive
El Paso, Texas..............     50,000     Leased(3)      Distribution
El Paso, Texas..............     28,000     Leased(2)      Automotive
</Table>

---------------

(1) The leases on the Company's Camden, New York and Jordan, New York facilities
    have remaining terms of approximately 10 years. During 1997, the Company
    purchased the notes that were collateralized by the Camden and Jordan
    properties from an unrelated creditor. The Company negotiated a payment
    schedule with the lessor which allows the lessor to retain title to the
    property until the termination of the lease, at which time the Company will
    have the option to purchase the properties for a nominal purchase price.

(2) The lease has a remaining term of approximately three years.

(3) The lease has a remaining term of approximately one-year. The Company has
    not determined whether it will attempt to renew the current lease or obtain
    an alternate distribution facility. The Company does not believe that this
    facility is critical to its on-going operations.

     The Company believes its plants and equipment include state-of-the-art
technology and are well maintained. During 2001, the Company announced its
intention to realign its production capacity and consolidate certain facilities
(See Note 9 to the Company's Consolidated Financial Statements for informa-

                                        9
<PAGE>

tion regarding the Company's plan to realign capacity). In connection with the
realignment, the Company closed six of its plants, which are located in Ardmore,
Alabama; Elkmont, Alabama; Albion, Indiana; Corunna, Indiana and two facilities
in Pine Bluff, Arkansas. The production capacity for these locations has been
primarily transferred and consolidated into the Company's existing plants in
Indiana, Texas and New York, which were expanded as necessary to accommodate the
production transfer. Some of the production capacity from the closed locations
will be moved to the Company's new facility in Durango, Mexico. In addition, as
part of the Company's alignment plan, the Company has announced its intention to
close the remaining facility in Elkmont, Alabama in 2002 (see Note 9 to the
Company's Consolidated Financial Statements). The Company believes that its
remaining facilities after the realignment will be suitable for their present
and intended purposes and adequate for the Company's current level of operations
and expected demand for the Company's products.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is a party to various legal proceedings and administrative
actions, all of which are of an ordinary or routine nature incidental to the
operations of the Company. The Company does not believe that such proceedings
and actions would materially affect the Company.

     During 2001, the Company reached settlements with various claimants,
including certain claims related to product liability claims of the Company's
former Wire Harness Segment. See Note 6 to the Company's Consolidated Financial
Statements for a further discussion of these claims.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders in the fourth
quarter of 2001.

                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     All of the Company's outstanding common stock is held by International Wire
Holding Company ("Holding"), and there is no established public trading market
for such. The Company has paid no dividends to common stockholders since
inception and does not have any present intention to commence payment of any
cash dividends. The Company intends to retain earnings to provide funds for
operation and expansion of the Company's business and to repay outstanding
indebtedness. The Company's ability to pay such dividends is limited by the
terms of its Credit Agreement and the Indentures relating to its 11 3/4% Senior
Subordinated Notes due 2005, its 14% Senior Subordinated Notes due 2005 and its
11 3/4% Series B Senior Subordinated Notes due 2005 (collectively, the "Senior
Subordinated Notes"). The Company did not sell any of its equity securities in
the year ended December 31, 2001.

                                        10
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The selected financial data set forth below presents financial information
for the Company for the years ended December 31, 2001, 2000, 1999, 1998 and
1997, as derived from the audited consolidated financial statements of the
Company as adjusted to reflect the reclassification of discontinued operations
as the result of the Wire Harness Sale. The selected financial data should be
read in conjunction with the Company's Consolidated Financial Statements and
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," each included elsewhere herein.

<Table>
<Caption>
                                                        YEARS ENDED DECEMBER 31,
                                          ----------------------------------------------------
                                            2001       2000       1999       1998       1997
                                          --------   --------   --------   --------   --------
                                                             (IN THOUSANDS)
<S>                                       <C>        <C>        <C>        <C>        <C>
RESULTS OF OPERATIONS:
  Net sales.............................  $425,130   $564,250   $481,665   $497,540   $549,546
  Cost of goods sold(1).................   339,295    419,172    346,975    367,420    430,870
  Selling, general and administrative
     expenses(2)........................    23,497     47,123     40,504     44,561     43,453
  Depreciation and amortization.........    36,475     36,206     35,537     34,999     29,224
  Impairment, unusual and plant closing
     charges(3).........................    12,855        650         --         --      2,000
  Inventory valuation adjustment(4).....    10,000         --         --         --      8,500
  (Gain)/loss on sale of property, plant
     and equipment......................      (344)       543         --         --         --
                                          --------   --------   --------   --------   --------
  Operating income......................     3,352     60,556     58,649     50,560     35,499
  Interest expense......................   (35,237)   (40,804)   (43,955)   (44,292)   (44,407)
  Amortization of deferred financing
     costs..............................    (1,346)    (2,097)    (2,521)    (2,461)    (2,587)
  Other, net............................      (318)      (222)        --         99         11
                                          --------   --------   --------   --------   --------
  Income (loss) from continuing
     operations before income tax
     provision (benefit), cumulative
     effect of change in accounting
     principle and extraordinary item...   (33,549)    17,433     12,173      3,906    (11,484)
  Income tax provision (benefit)........   (18,895)     7,799      4,613      3,348     (3,261)
                                          --------   --------   --------   --------   --------
  Income (loss) from continuing
     operations before cumulative effect
     of change in accounting principle
     and extraordinary item.............   (14,654)     9,634      7,560        558     (8,223)
  Income (loss) from discontinued
     operations, net of income taxes of
     ($2,150), ($1,261), $4,355, $6,654
     and $5,915, respectively(5)........    (2,850)      (157)     6,364      9,097      8,194
                                          --------   --------   --------   --------   --------
  Income (loss) before cumulative effect
     of change in accounting principle
     and extraordinary item.............   (17,504)     9,477     13,924      9,655        (29)
  Cumulative effect of change in
     accounting for start-up costs, net
     of tax benefit of $592(6)..........        --         --       (818)        --         --
                                          --------   --------   --------   --------   --------
</Table>

                                        11
<PAGE>

<Table>
<Caption>
                                                        YEARS ENDED DECEMBER 31,
                                          ----------------------------------------------------
                                            2001       2000       1999       1998       1997
                                          --------   --------   --------   --------   --------
                                                             (IN THOUSANDS)
<S>                                       <C>        <C>        <C>        <C>        <C>
  Income (loss) before extraordinary
     item...............................   (17,504)     9,477     13,106      9,655        (29)
  Extraordinary item -- loss related to
     the early extinguishment of debt,
     net of tax benefit of $2,073 and
     $1,679, respectively(7)............        --     (2,747)        --         --     (2,991)
                                          --------   --------   --------   --------   --------
       Net income (loss)................  $(17,504)  $  6,730   $ 13,106   $  9,655   $ (3,020)
                                          ========   ========   ========   ========   ========
OTHER DATA:
  EBITDA, as adjusted(8)................  $ 57,703   $ 98,035   $ 92,644   $ 89,717   $ 79,233
  Capital expenditures from continuing
     operations.........................    25,968     22,469     19,883     29,288     25,896
  Total assets..........................   511,943    585,734    678,107    639,114    628,048
  Long-term obligations (including
     current maturities)................   331,792    335,433    535,944    527,205    523,795
CASH FLOW DATA:
  Net cash from (used in) operating
     activities.........................  $  3,930   $ 34,610   $ 51,475   $ 40,646   $ 33,998
  Net cash from (used in) investing
     activities.........................   (23,435)   (18,165)   (50,506)   (42,120)   (86,756)
  Net cash from (used in) financing
     activities.........................    (4,489)     8,410      6,456      1,474     52,758
</Table>

---------------

(1) Cost of goods sold in 2001 includes costs of $5,758, related to the closure
    and consolidation of certain facilities that the Company considers to be
    one-time unusual items incremental to the Company's on-going operations.
    These expenses include inefficiencies incurred during the transition of
    production capacity and other incremental costs related to the transferred
    lines of production.

(2) Includes non-cash compensation expense (income) related to the stock
    appreciation (depreciation) of Holding Class A Common Stock (as defined
    herein) in the amount of ($10,393), $80, ($1,542), $4,158 and $4,010 for the
    years ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively. See
    Note 2 to the Company's Consolidated Financial Statements and Item 12,
    "Securities Ownership."

(3) Consists of charges related to the closure and consolidation of certain
    facilities and administrative and corporate reorganizations of $7,387 and
    impairment of fixed assets related to the plant consolidations of $5,468 in
    2001 (See Note 9 to the Company's Consolidated Financial Statements),
    charges relating to employee severance agreements in the amount of $650 in
    2000 and charges relating to plant closings in the amount of $2,000 in 1997.

(4) Represents a pre-tax inventory valuation charge to reduce the last in, first
    out ("LIFO") valuation of copper in inventory as a result of the decline in
    the average price of copper during 2001 and 1997. See Note 3 to the
    Company's Consolidated Financial Statements included herein.

(5) The income (loss) from discontinued operations represents the results of the
    Company's Wire Harness Segment, which it sold to a subsidiary of Viasystems
    in March 2000. See Note 6 to the Company's Consolidated Financial Statements
    included herein.

(6) The cumulative effect of change in accounting principle in 1999 represents a
    loss related to the adoption of Financial Accounting Standards Board
    ("FASB") Statement of Position (SOP) 98-5, "Reporting on the Costs of
    Start-Up Activities." See Note 2 to the Company's Consolidated Financial
    Statements included herein.

(7) The extraordinary items in the years ended December 31, 2000 and 1997
    represent losses on the early extinguishment of debt. See Note 5 to the
    Company's Consolidated Financial Statements included herein.

(8) "EBITDA, as adjusted" is defined as operating income plus depreciation,
    amortization of intangible assets, impairment, unusual and plant closing
    charges, (gain)/loss on sale of property, plant and

                                        12
<PAGE>

    equipment, inventory valuation adjustment, non-cash compensation expense
    (income), one-time unusual items incremental to the on-going operations
    included in cost of sales 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 generally accepted
    accounting principles ("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. See "Management's Discussion
    and Analysis of Financial Condition and Results of Operations."

RECONCILIATION OF EBITDA, AS ADJUSTED, TO OPERATING INCOME PER GAAP

     The schedule below reconciles EBITDA, as adjusted, to operating income per
GAAP for all periods presented in the Selected Financial Data Table.

<Table>
<Caption>
                                                YEAR ENDED DECEMBER 31,
                                  ----------------------------------------------------
                                    2001       2000       1999       1998       1997
                                  --------   --------   --------   --------   --------
                                                     (IN THOUSANDS)
<S>                               <C>        <C>        <C>        <C>        <C>
EBITDA, as adjusted.............  $ 57,703   $ 98,035   $ 92,644   $ 89,717   $ 79,233
Unusual charges related to plant
  consolidations................    (5,758)        --         --         --         --
Non-cash compensation income
  (expense).....................    10,393        (80)     1,542     (4,158)    (4,010)
Depreciation and amortization...   (36,475)   (36,206)   (35,537)   (34,999)   (29,224)
Impairment, unusual and plant
  closing charges...............   (12,855)      (650)        --         --     (2,000)
Inventory valuation
  adjustment....................   (10,000)        --         --         --     (8,500)
(Gain)/loss on sale of property,
  plant and equipment...........       344       (543)        --         --         --
                                  --------   --------   --------   --------   --------
Operating income per GAAP.......  $  3,352   $ 60,556   $ 58,649   $ 50,560   $ 35,499
                                  ========   ========   ========   ========   ========
</Table>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The Company conducts its operations as one business segment. The table
below sets forth the major components of the results of operations for the years
ended December 31, 2001, 2000 and 1999, and should be used in reviewing the
discussion and analysis of results of operations and liquidity and capital
resources.

     In March 2000, the Company sold its Wire Harness Segment to a subsidiary of
Viasystems Group, Inc. ("Viasystems") for $210.8 million in cash (the "Wire
Harness Sale") (See Notes 1 and 6 to the Company's Consolidated Financial
Statements included herein for further discussion of the Wire Harness Sale). The
Wire Harness Segment was previously reported as a separate segment. The results
of operations of the Wire Harness Segment have been reclassified to discontinued
operations for all periods presented. Included in the years ended December 31,
2001 and 2000, are the results of operations of the Forissier Group, which was
acquired at the end of 1999.

     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

                                        13
<PAGE>

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>
                                                          YEAR ENDED DECEMBER 31,
                                                       ------------------------------
                                                         2001       2000       1999
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
<S>                                                    <C>        <C>        <C>
Net sales............................................  $425,130   $564,250   $481,665
Cost of goods sold:
  Cost of goods sold excluding item below............   333,537    419,172    346,975
  Unusual costs related to plant consolidations......     5,758         --         --
                                                       --------   --------   --------
          Total cost of goods sold...................   339,295    419,172    346,975
Selling, general and administrative expenses:
  Selling, general and administrative expenses
     excluding item below............................    33,890     47,043     42,046
  Non-cash compensation expense (income).............   (10,393)        80     (1,542)
                                                       --------   --------   --------
          Total selling, general and administrative
            expenses.................................    23,497     47,123     40,504
Depreciation and amortization........................    36,475     36,206     35,537
Impairment, unusual and plant closing charges........    12,855        650         --
Inventory valuation adjustment.......................    10,000         --         --
(Gain)/loss on sale of property, plant and
  equipment..........................................      (344)       543         --
                                                       --------   --------   --------
          Operating income...........................  $  3,352   $ 60,556   $ 58,649
                                                       ========   ========   ========
</Table>

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     Net sales for the year ended December 31, 2001 were $425.1 million,
representing an $139.1 million, or 24.7%, decrease compared to 2000. This
decrease was primarily the result of lower volume from weak economic conditions
in the United States, including reduced demand from customers supplying the
automotive, electronics and data communications, and industrial markets and the
impact of a decrease in the average cost and selling price of copper. The
average price of copper based upon the New York Mercantile Exchange, Inc.
("COMEX") decreased to $0.73 per pound during 2001 from $0.84 per pound during
2000.

     Cost of goods sold excluding unusual costs related to plant consolidations
as a percentage of sales increased to 78.5% for the year ended December 31,
2001, from 74.3% for the same period in 2000. This increase was primarily the
result of operating inefficiencies associated with reduced production levels in
2001 and lower pricing under new agreements with customers who supply the
automotive industry. 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. Because the
Company's products are typically priced at a spread over the cost of copper, a
lower copper price leads to a higher gross margin percentage but generally has
no impact on gross margin dollars. During 2001, the Company charged $5.8 million
to cost of goods sold for one-time unusual charges incremental to its on-going
operations related to plant consolidations. These charges include inefficiencies
incurred during the transition of production capacity and other incremental
costs related to the transferred production lines. There were no such charges in
the comparable period in 2000.

     Selling, general and administrative expenses excluding non-cash
compensation income/expense were $33.9 million for the year ended December 31,
2001, compared to $47.0 million for 2000. This decrease was the result of volume
related items and various cost reductions. These expenses as a percent of net
sales improved from 8.3% for the year ended December 31, 2000 to 8.0% for 2001.
This improvement is attributable

                                        14
<PAGE>

to headcount reductions, administrative and corporate reorganizations and other
cost reduction and containment actions taken by the Company.

     Depreciation and amortization was $36.5 million for the year ended December
31, 2001, as compared to $36.2 million for the same period in 2000. The increase
of $0.3 million was the result of capital additions.

     In 2001, the Company announced its plan for a realignment and consolidation
of production capacity and initiated the closing of seven facilities located in
Alabama (3), Indiana (2) and Arkansas (2). Six of these facilities were closed
by the end of 2001, with one facility in Alabama expected to remain open through
mid 2002. The production capacity from the closed locations was primarily
transferred and consolidated into the Company's existing manufacturing
facilities in its remaining Indiana, Texas and New York locations, which were
expanded, as necessary, to accommodate the production transfer. In addition to
the plant consolidations announced during the year, 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 by mid 2002.

     In addition to the capacity realignment, the Company also consolidated
certain selling, general and administrative functions, including a corporate
reorganization. As a result of these actions, along with the plant
consolidations, 204 employees have been terminated and the Company anticipates
an additional 38 will be terminated upon completion of the restructuring plan,
all of whom have been notified by the Company.

     Unusual charges from plant closures and selling, general and administrative
headcount reductions for the year ended December 31, 2001 were $7.4 million. The
Company incurred additional costs of $5.8 million related to plant
consolidations that was included in cost of goods sold for year ended December
31, 2001. During the year ended December 31, 2000, the Company incurred an
unusual charge of $0.7 million related to the termination of certain
administrative employees.

     In connection with the plant consolidations in 2001, the Company performed
an analysis of the closed facilities and the machinery and equipment that was
not moved and consolidated into existing facilities. Based on the results of
this analysis, a non-cash impairment loss of $5.5 million was recorded, which
represented the difference between management's estimate of the fair market
value of the remaining facilities and equipment and the carrying value of those
assets. There was no such charge in the comparable period in 2000.

     In connection with the decline in the average price of copper during 2001,
the Company recorded a pre-tax, non-cash inventory valuation adjustment of $10.0
million to reduce the LIFO valuation of copper in inventory. There was no such
charge in 2000.

     In 2001, the Company recorded a gain on the sale of property, plant and
equipment of $0.3 million compared to a loss of $0.5 million in the comparable
period in 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

     Net sales for the year ended December 31, 2000, were $564.3 million,
representing an $82.6 million, or 17.1%, increase compared to 1999. This
increase was the result of higher unit volume, the impact of an increase in the
average cost and selling price of copper and the incremental sales from the
acquisition of the Forissier Group in December 1999. Higher unit volume was
attributable to several factors. Shipments of bare wire products increased from
higher sales of heavy cable and tin-plated products to industrial customers and
fine wire products to the electronics and data communications market. Sales of
insulated lead wire to automotive customers increased from higher automotive
industry-wide production levels and the Company's expanded penetration with
existing customers. These unit volume increases were partially offset by a
decrease in sales to the appliance market from slowing industry growth and
customers' inventory reduction. The average price of copper based upon COMEX
increased to $.84 per pound during 2000 from $0.72 per pound during 1999. The
increase in sales from higher copper prices was partially offset by a higher
percent of tolled copper sales.

                                        15
<PAGE>

     Cost of goods sold as a percentage of sales increased to 74.3% for the year
ended December 31, 2000, from 72.0% for the same period in 1999. This increase
was primarily the result of the impact of higher copper prices as well as
inefficiencies associated with reduced production levels in the fourth quarter
of 2000. Because the Company's products are typically priced at a spread over
the cost of copper, a higher copper price leads to a lower gross margin
percentage but generally has no impact on gross margin dollars.

     Selling, general and administrative expenses were $47.1 million for the
year ended December 31, 2000, compared to $40.5 million for 1999. This increase
was due to the incremental costs from the acquisition of the Forissier Group,
increased costs associated with the additional volume and non-cash compensation
expense recognized in 2000 of $0.1 million, compared to non-cash compensation
income recognized in 1999 of $1.5 million. Selling, general and administrative
expenses as a percent of net sales improved from 8.4% for the year ended
December 31, 1999 to 8.3% for 2000, which was primarily due to the effect of
higher copper prices on net sales and partially offset by the net increase in
non-cash compensation expense.

     Depreciation and amortization was $36.2 million for the year ended December
31, 2000, as compared to $35.5 million for the same period in 1999. The increase
of $0.7 million was the result of additional depreciation and amortization of
goodwill related to the acquisition of the Forissier Group.

     In 2000, the Company incurred a loss on the sale of property, plant and
equipment of $543. There was no such charge in 1999. Also in 2000, the Company
incurred a charge of $650 related to the termination of certain employees. There
was no such charge in 1999.

                          CRITICAL ACCOUNTING POLICIES

     The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States requires the Company to use
estimates and assumptions regarding certain types of our assets, liabilities,
revenues and expenses. The Company bases these estimates and assumptions upon
the best information available at the time of the estimates or assumptions.
Actual results could change materially from our estimates and assumptions. The
following is a discussion of certain of our critical accounting policies and the
related management estimates and assumptions necessary in determining the value
of related assets or liabilities. A full description of our critical accounting
policies is included in Note 2 to the Consolidated Financial Statements included
herein.

  Principles of Consolidation

     The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation.

  Revenue Recognition

     Sales and related costs of goods sold are included in income when the goods
are shipped to customers in accordance with the delivery terms. The Company
offers its customers the right to return products that do not meet the specific
requirements set forth in the customer's purchase order. The Company records a
provision for the estimated amount of such returns based on historical
experience and any notification received of pending returns. While such returns
have historically been within the Company's expectations and the provisions
established, the Company cannot guarantee that the same return rates will
continue. Any significant increase in credit returns could have a material
adverse impact on our operating results for the period or periods in which such
returns materialize.

  Accounts Receivable

     The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based upon payment history and the customer's current
credit worthiness, as determined by the Company's review of their current credit
information. The Company continuously monitors collections and payments from our
customers and maintains a provision for estimated credit losses based upon the
Company's historical experience and any specific customer collection issues that
have been identified. While such credit losses have historically been
                                        16
<PAGE>

within our expectations and the provisions established, the Company cannot
guarantee that the historical credit loss rates will continue in the future.
Since the Company has a number of relatively large customers, a significant
change in the liquidity or financial position of one of these customers could
have a material adverse impact on the collectability of our accounts receivables
and our future operating results.

  Inventories

     Inventories are valued at the lower of cost, determined using the last-in,
first out ("LIFO") method, or the current estimated market value of the
inventory. Because the main component of the Company's products is copper, a
world-wide traded commodity, the estimated fair market value of the inventory is
subject to wide fluctuations. Any significant decline in the average COMEX price
of copper can result in a non-cash inventory valuation adjustment. See Note 3 to
the Company's Consolidated Financial Statements included herein.

                        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 provided by continuing operations was $9.2 million for the year
ended December 31, 2001 compared to net cash generated by continuing operations
of $43.8 million for the year ended December 31, 2000. This decrease was
primarily the result of lower operating results and the additional one-time
costs related to plant consolidations. Net cash used in discontinued operations
was $5.2 million in 2001, compared to $9.2 million in 2000.

     Net cash used in investing activities was $23.4 million in 2001, compared
to $18.2 million in 2000. Net cash used in investing activities in 2001 included
$26.0 million invested in capital expenditures by continuing operations and $2.5
million in cash proceeds from the sale of property, plant and equipment. Net
cash used in investing activities in 2000 included $3.9 million as the final
settlement on the acquisition of the Forissier Group, $22.5 million invested in
capital expenditures by continuing operations, $9.1 million received from the
sale of property, plant and equipment and $1.0 million invested in capital
expenditures by discontinued operations prior to the sale of the Company's Wire
Harness Segment in the first quarter of 2000.

  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. In
connection with the Credit Agreement, the Company paid $1.4 million to satisfy
its outstanding term balance on the prior credit agreement and incurred $2.5
million in financing costs. 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.
At December 31, 2001, the Company had no borrowings outstanding under the Credit
Agreement and $26.3 million in outstanding letters of credit. At February 28,
2002, based on the most recent borrowing base calculation, the Company had
available borrowing capacity under the Credit Agreement of $56.4 million, of
which $30.1 million was available for borrowing. The Company's obligations under
the Credit Agreement bear

                                        17
<PAGE>

interest at floating rates and require interest payments on varying dates
depending on the interest rate option selected by the Company.

     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.

     In connection with the Camden Acquisition, the Company assumed debt related
to two Industrial Revenue Bonds (the "IRBs") totaling $15.5 million. The IRBs
are due in August 2005 and March 2016 in the amounts of $9.0 million and $6.5
million, respectively. The IRBs bear interest at a rate per annum which is tied
to the Tax Exempt Money Market Index. Rates change weekly and interest is paid
monthly. The IRBs are collateralized by letters of credit totaling $15.5
million. As of December 31, 2001, the weighted average interest rate on the IRBs
was 1.5%.

  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. The major uses of cash in 2002 are expected to be for debt service
requirements and capital expenditures. In 2002, debt service requirements are
estimated at approximately $39.7 million while capital expenditures are
estimated at approximately $18.0 million. 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.

     The following table sets forth our material existing cash contractual
obligations at the end of 2001 for the periods shown (dollars in millions):

<Table>
<Caption>
CONTRACTUAL OBLIGATIONS                     TOTAL    WITHIN 1 YEAR   2-3 YEARS   4-5 YEARS   THEREAFTER
-----------------------                     ------   -------------   ---------   ---------   ----------
<S>                                         <C>      <C>             <C>         <C>         <C>
Debt(1)...................................  $320.6       $0.1          $ --       $314.0        $6.5
Capital lease obligations.................     4.8        1.6           1.8          0.4         1.0
Operating leases..........................     8.5        2.9           3.7          1.6         0.3
                                            ------       ----          ----       ------        ----
Total contractual cash obligations........  $333.9       $4.6          $5.5       $316.0        $7.8
                                            ======       ====          ====       ======        ====
</Table>

---------------

(1) Debt obligations are exclusive of interest. See "Liquidity and Capital
    Resources -- Financing Arrangements" for a further discussion of effective
    interest rates.

                                        18
<PAGE>

                      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.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company does not ordinarily hold market risk sensitive instruments for
trading purposes. The Company does, however, recognize market risk from interest
rate, foreign currency exchange and commodity price exposure.

INTEREST RATE RISK

     At December 31, 2001, approximately $15.5 million of the Company's
long-term debt, specifically, borrowings outstanding under the IRBs, bears
interest at variable rates. Given the current amount of long-term debt subject
to variable interest rates, the Company does not believe that the associated
interest rate risk is material and is not currently engaged in any hedging
activities.

FOREIGN CURRENCY RISK

     The Company has operations in the Philippines, France and Italy and
recently acquired a facility in Mexico that will begin production in mid 2002.
The Company's operations may, therefore, be subject to volatility because of
currency fluctuations. Sales and expenses are denominated in local currencies
for the French and Italian operations and in the U.S. Dollar for the Philippines
operation. The U.S. Dollar will also be
                                        19
<PAGE>

the functional currency of the Mexican operation. As a result, these operations
are subject to market risk with respect to fluctuations in the relative value of
currencies. The Company evaluates from time-to-time various currency hedging
programs that could reduce the risk.

COMMODITY PRICE RISK

     The principal raw material used by the Company is copper, which is
purchased in the form of 5/16-inch rod from the major copper producers in North
America and Japan. Copper rod prices are based on market prices, which are
generally established by reference to the New York Mercantile Exchange, Inc.
("COMEX") prices, plus a premium charged to convert copper cathode to copper rod
and deliver it to the required location. As a world traded commodity, copper
prices have 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.

ITEM 8.  FINANCIAL STATEMENTS

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
INTERNATIONAL WIRE GROUP, INC
Report of Independent Accountants...........................    21
Consolidated Balance Sheets as of December 31, 2001 and
  2000......................................................    22
Consolidated Statements of Operations for the years ended
  December 31, 2001, 2000 and 1999..........................    23
Consolidated Statements of Stockholder's Equity for the
  years ended December 31, 2001, 2000 and 1999..............    24
Consolidated Statements of Cash Flows for the years ended
  December 31, 2001, 2000 and 1999..........................    25
Notes to Consolidated Financial Statements..................    26
Consolidated Financial Statement Schedule for the years
  ended December 31, 2001, 2000 and 1999:
  Schedule II -- Valuation and Qualifying Accounts..........    49
</Table>

                                        20
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and shareholder of International Wire Group, Inc.:

     In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of International Wire Group, Inc. and its subsidiaries at December 31,
2001 and 2000, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     As discussed in Note 2 to the consolidated financial statements, the
Company changed its method of reporting start-up activities in 1999.

                                          /s/ PricewaterhouseCoopers LLP

Dallas, Texas
February 18, 2002

                                        21
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                               AS OF DECEMBER 31,
                                                              ---------------------
                                                                2001        2000
                                                              ---------   ---------
                                                              (IN THOUSANDS, EXCEPT
                                                                   SHARE DATA)
<S>                                                           <C>         <C>
                                      ASSETS
Current assets:
  Cash and cash equivalents.................................  $  8,017    $ 32,244
  Accounts receivable, less allowance of $4,065 and
     $2,760.................................................    62,500      82,339
  Inventories...............................................    58,201      83,527
  Prepaid expenses and other................................    12,879       7,109
  Deferred income taxes.....................................    15,228      21,054
                                                              --------    --------
       Total current assets.................................   156,825     226,273
  Property, plant and equipment, net........................   138,784     148,414
  Deferred financing costs, net.............................     6,923       5,810
  Deferred income taxes.....................................    11,198          --
  Intangible assets, net....................................   193,627     201,611
  Other assets..............................................     4,586       3,626
                                                              --------    --------
       Total assets.........................................  $511,943    $585,734
                                                              ========    ========

                       LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Current maturities of long-term obligations...............  $  3,049    $  4,312
  Accounts payable..........................................    23,382      42,654
  Accrued and other liabilities.............................    22,001      18,488
  Accrued payroll and payroll related items.................     5,138      11,740
  Customers' deposits.......................................    15,778      19,739
  Accrued interest..........................................     2,937       3,195
                                                              --------    --------
       Total current liabilities............................    72,285     100,128
  Long-term obligations, less current maturities............   328,743     331,121
  Deferred income taxes.....................................        --      12,971
  Other long-term liabilities...............................    33,334      33,765
                                                              --------    --------
       Total liabilities....................................   434,362     477,985
Stockholder's equity:
  Common stock, $.01 par value, 1,000 shares authorized,
     issued and outstanding.................................         0           0
  Contributed capital.......................................   236,331     246,724
  Carryover of predecessor basis............................   (67,762)    (67,762)
  Accumulated deficit.......................................   (87,493)    (69,989)
  Accumulated other comprehensive loss......................    (3,495)     (1,224)
                                                              --------    --------
       Total stockholder's equity...........................    77,581     107,749
                                                              --------    --------
       Total liabilities and stockholder's equity...........  $511,943    $585,734
                                                              ========    ========
</Table>

        See accompanying notes to the consolidated financial statements
                                        22
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                              FOR THE YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2001        2000        1999
                                                              ---------   ---------   ---------
                                                                       (IN THOUSANDS)
<S>                                                           <C>         <C>         <C>
Net sales...................................................  $425,130    $564,250    $481,665
Operating expenses:
  Cost of goods sold........................................   339,295     419,172     346,975
  Selling, general and administrative expenses including
     non-cash compensation expense (income) of ($10,393),
     $80 and ($1,542), respectively.........................    23,497      47,123      40,504
  Depreciation and amortization.............................    36,475      36,206      35,537
  Impairment, unusual and plant closing charges.............    12,855         650          --
  Inventory valuation adjustment............................    10,000          --          --
  (Gain)/loss on sale of property, plant and equipment......      (344)        543          --
                                                              --------    --------    --------
Operating income............................................     3,352      60,556      58,649
Other income (expense):
  Interest expense..........................................   (35,237)    (40,804)    (43,955)
  Amortization of deferred financing costs..................    (1,346)     (2,097)     (2,521)
  Other, net................................................      (318)       (222)         --
                                                              --------    --------    --------
Income (loss) from continuing operations before income tax
  provision (benefit), cumulative effect of change in
  accounting principle and extraordinary item...............   (33,549)     17,433      12,173
Income tax provision (benefit)..............................   (18,895)      7,799       4,613
                                                              --------    --------    --------
Income (loss) from continuing operations before cumulative
  effect of change in accounting principle and extraordinary
  item......................................................   (14,654)      9,634       7,560
Income (loss) from discontinued operations, net of income
  taxes of ($2,150), ($1,261) and $4,355, respectively......    (2,850)       (157)      6,364
                                                              --------    --------    --------
Income (loss) before cumulative effect of change in
  accounting principle and extraordinary item...............   (17,504)      9,477      13,924
Cumulative effect of change in accounting for start-up
  costs, net of tax benefit of $592.........................        --          --        (818)
                                                              --------    --------    --------
Income (loss) before extraordinary item.....................   (17,504)      9,477      13,106
Extraordinary item -- loss related to early extinguishment
  of debt, net of income tax benefit of $2,073..............        --      (2,747)         --
                                                              --------    --------    --------
          Net income (loss).................................  $(17,504)   $  6,730    $ 13,106
                                                              ========    ========    ========
</Table>

        See accompanying notes to the consolidated financial statements
                                        23
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<Table>
<Caption>
                                       FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
                            ----------------------------------------------------------------------------
                                                                                 ACCUMULATED
                                                                                    OTHER
                                                   CARRYOVER OF                 COMPREHENSIVE
                            COMMON   CONTRIBUTED   PREDECESSOR    ACCUMULATED      INCOME
                            STOCK      CAPITAL        BASIS         DEFICIT        (LOSS)        TOTAL
                            ------   -----------   ------------   -----------   -------------   --------
                                                           (IN THOUSANDS)
<S>                         <C>      <C>           <C>            <C>           <C>             <C>
BALANCE DECEMBER 31,
  1999....................    $0      $124,751       $(67,762)     $(76,719)       $    --      $(19,730)

Capital contributed.......    --       121,893             --            --             --       121,893
Non-cash compensation
  expense.................    --            80             --            --             --            80
Comprehensive income
  (loss):
  Net income..............    --            --             --         6,730             --         6,730
  Foreign currency
     translation
     adjustments..........    --            --             --            --         (1,224)       (1,224)
                              --      --------       --------      --------        -------      --------
BALANCE DECEMBER 31,
  2000....................     0       246,724        (67,762)      (69,989)        (1,224)      107,749
Non-cash compensation
  income..................    --       (10,393)            --            --             --       (10,393)
Comprehensive income
  (loss):
  Net income (loss).......    --            --             --       (17,504)            --       (17,504)
  Foreign currency
     translation
     adjustments..........    --            --             --            --         (2,271)       (2,271)
                              --      --------       --------      --------        -------      --------
BALANCE DECEMBER 31,
  2001....................    $0      $236,331       $(67,762)     $(87,493)       $(3,495)     $ 77,581
                              ==      ========       ========      ========        =======      ========
</Table>

        See accompanying notes to the consolidated financial statements
                                        24
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                              FOR THE YEARS ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                2001         2000        1999
                                                              ---------   ----------   --------
                                                                       (IN THOUSANDS)
<S>                                                           <C>         <C>          <C>
Cash flows provided by (used in) operating activities:
  Net income (loss).........................................  $(17,504)   $   6,730    $13,106
  Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
     Depreciation...........................................    27,465       27,336     26,905
     Amortization...........................................     9,010        8,870      8,632
     Amortization of deferred financing costs...............     1,346        2,097      2,521
     (Gain)/loss on sale of property, plant and equipment...      (344)         543         --
     Impairment of property, plant and equipment............     5,468           --         --
     (Income) loss from discontinued operations.............     2,850          157     (6,364)
     Cumulative effect of change in accounting for start-up
       costs................................................        --           --        818
     Extraordinary loss on early extinguishment of debt.....        --        2,747         --
     Non-cash compensation expense (income).................   (10,393)          80     (1,542)
     Deferred income taxes..................................   (16,193)        (560)     2,636
     Inventory valuation adjustment.........................    10,000           --         --
     Change in assets and liabilities, net of acquisitions:
       Accounts receivable..................................    19,093        3,655    (10,294)
       Inventories..........................................    14,957      (12,596)    (1,210)
       Prepaid expenses and other...........................    (4,588)        (455)    (7,602)
       Accounts payable.....................................   (18,923)       7,901      8,145
       Accrued and other liabilities........................      (315)       2,262     (7,305)
       Accrued payroll and payroll related items............    (6,602)        (223)      (336)
       Customers' deposits..................................    (3,961)      (1,248)    (1,601)
       Accrued interest.....................................    (1,869)        (850)       367
       Other long-term liabilities..........................      (347)      (2,639)        61
                                                              --------    ---------    -------
          Net cash provided by (used in) continuing
            operations......................................     9,150       43,807     26,937
       Net cash provided by (used in) discontinued
          operations........................................    (5,220)      (9,197)    24,538
                                                              --------    ---------    -------
          Net cash from operating activities................     3,930       34,610     51,475
                                                              --------    ---------    -------
Cash flows used in investing activities:
  Acquisitions, net of cash acquired........................        --       (3,861)   (20,000)
  Capital expenditures by continuing operations.............   (25,968)     (22,469)   (19,883)
  Proceeds from sale of property, plant and equipment.......     2,533        9,147         --
  Capital expenditures by discontinued operations...........        --         (982)   (10,623)
                                                              --------    ---------    -------
          Net cash used in investing activities.............   (23,435)     (18,165)   (50,506)
                                                              --------    ---------    -------
Cash flows provided by (used in) financing activities:
  Equity proceeds...........................................        --           66         42
  Proceeds from issuance of long-term obligations...........        --           --     25,000
  Repayment of long-term obligations........................    (2,030)    (200,255)    (7,261)
  Borrowing (repayment) on revolver.........................        --           --     (9,000)
  Repurchase of stock of Holding............................        --           --       (230)
  Cash proceeds from sale of the Wire Harness Segment, net
     of selling expenses....................................        --      209,298         --
  Financing fees and other..................................    (2,459)        (699)    (2,095)
                                                              --------    ---------    -------
          Net cash from financing activities................    (4,489)       8,410      6,456
                                                              --------    ---------    -------
Effect of exchange rate changes on cash and cash
  equivalents...............................................      (233)         (36)        --
                                                              --------    ---------    -------
          Net change in cash and cash equivalents...........   (24,227)      24,819      7,425
Cash and cash equivalents at beginning of the period........    32,244        7,425         --
                                                              --------    ---------    -------
Cash and cash equivalents at end of the period..............  $  8,017    $  32,244    $ 7,425
                                                              ========    =========    =======
</Table>

        See accompanying notes to the consolidated financial statements
                                        25
<PAGE>

                         INTERNATIONAL WIRE GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                       (IN THOUSANDS, EXCEPT SHARE DATA)

1. COMPANY BACKGROUND, ACQUISITIONS AND DIVESTITURES

     International Wire Group, Inc. (the "Company"), a Delaware corporation,
through its subsidiaries, is a leading designer and manufacturer of wire
products, including bare and tin-plated copper wire and insulated wire. The
Company's products include a broad spectrum of copper wire configurations and
gauges with a variety of electrical and conductive characteristics and are
utilized by a wide variety of customers primarily in the appliance, automotive,
electronics and data communications and general industrial/energy industries.
The Company manufactures and distributes its products at 23 facilities located
in the United States, Italy, the Philippines and France.

     The Company was formed to participate in the transactions contemplated by
the Acquisitions (as described below). On June 12, 1995, Wirekraft Holdings
Corp. ("Wirekraft"), Omega Wire Corp. ("Omega"), International Wire Holding
Company ("Holding"), the sole common stockholder of Group, Wirekraft Acquisition
Company and certain shareholders of Wirekraft and Omega entered into a series of
acquisitions and mergers (the "Acquisitions") pursuant to which Group acquired
all of the common equity securities (and all securities convertible into such
securities) of Wirekraft and all of the common equity securities of Omega. In
accordance with EITF 88-16, "Basis in Leveraged Buy Out Transactions," the
Acquisitions have been accounted for at "predecessor basis."

     In 1998, the Company made two strategic acquisitions, the acquisition of
the assets of Spargo Wire Company, Inc. (the "Spargo Acquisition") and the
acquisition of Italtrecce S.r.l. (the "Italtrecce Acquisition"). The
acquisitions were accounted for using the purchase method of accounting. The
total consideration paid in connection with these acquisitions, including fees
and expenses, was $7,821.

     In December 1999, the Company acquired the business of a group of three
French wire and cable manufacturers (collectively, the "Forissier Group"). Two
of the companies manufacture and market specialty braids, rope and cable
products and the third company manufactures and markets insulated wire products.
The total consideration paid in connection with these acquisitions, including
fees and expenses, was $23,861. This acquisition was accounted for using the
purchase method of accounting whereby the total acquisition cost has been
allocated to the consolidated assets and liabilities based upon their estimated
respective fair values.

     In March 2000, the Company consummated the sale of its Wire Harness Segment
to Viasystems International, Inc. ("Viasystems") for $210,798 in cash (the "Wire
Harness Sale"). In connection therewith, the Company entered into an agreement
to supply Viasystems' wire harness business with substantially all of their
insulated wire requirements through 2003, which is a continuation of existing
practice. See Note 6 for further discussion of the Wire Harness Sale.

     In August 2001, the Company furthered its international expansion with the
purchase of a manufacturing facility in Durango, Mexico. Management believes
that this new facility, approximately 600 miles south of the U.S./Mexican
border, will allow the Company to expand its relationships with existing global
customers in North America and seek new opportunities in Central and South
America. Production at this new facility is expected to begin in mid 2002.

2. SIGNIFICANT ACCOUNTING POLICIES

  PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation.

                                        26
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  REVENUE RECOGNITION

     Sales and related cost of goods sold are included in income when goods are
shipped to customers in accordance with the delivery terms.

  INVENTORIES

     Inventories are valued at the lower of cost or market. Cost is determined
using the last-in, first-out ("LIFO") method.

  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost. Depreciation is
calculated using the straight-line method. The average estimated lives utilized
in calculating depreciation are as follows: building -- 25 to 40 years; building
improvements -- 15 years; machinery and equipment -- 3 to 11 years; and
furniture and fixtures -- 5 years. Leasehold improvements are amortized over the
shorter of the term of the respective lease or the life of the respective
improvement. The cost and related accumulated depreciation of assets sold,
retired or otherwise disposed of are removed from the respective accounts, and
any resulting gains or losses are included in the statement of operations.

  INTANGIBLE ASSETS

     Intangible assets consist principally of goodwill arising from the excess
of cost over the value of net assets acquired which was amortized using the
straight-line method over a range of twenty to forty years. Accumulated
amortization aggregated $40,950, $33,991 at December 31, 2001 and 2000,
respectively.

     Beginning on January 1, 2002, the Company will adopt Statement of Financial
Accounting Standards ("SFAS") No. 142, "Intangible Assets" as defined herein. In
accordance with SFAS 142, the Company will identify intangible assets with
finite lives and will continue to amortize these assets over their defined
lives. Intangible assets with indefinite lives, such as goodwill, will no longer
be amortized.

  IMPAIRMENT OF LONG-LIVED ASSETS

     The Company has periodically assessed the recoverability of long-lived
assets (including intangible assets) based on its current and anticipated future
undiscounted cash flows. In addition, the Company's policy for the recognition
and measurement of any impairment of long-lived assets has been to assess the
current and anticipated future cash flows associated with the impaired asset. An
impairment occurs when the cash flows (excluding interest) do not exceed the
carrying amount of the asset. The amount of the impairment loss is the
difference between the carrying amount of the asset and its estimated fair
value.

     Beginning on January 1, 2002, the Company will adopt SFAS No. 144,
"Accounting for the Impairment of Disposal of Long-lived Assets" as described
herein. In accordance with SFAS 144, goodwill will no longer be allocated to
long-lived assets to be tested for impairment, and a probability-weighted cash
flow estimation approach will be used when situations occur 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.

  DEFERRED FINANCING COSTS

     Deferred financing costs, consisting of fees and other expenses associated
with debt financing are amortized over the term of the related debt using the
straight-line method, which approximates the effective interest method. The
Company incurred additional deferred financing costs of $2,459 in 2001 in
connection

                                        27
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

with the execution of the Second Amended and Restated Credit Agreement (the
"Credit Agreement"). Accumulated amortization aggregated $16,848 and $15,501 at
December 31, 2001 and 2000, respectively.

  DEFERRED INCOME TAXES

     The Company accounts for certain items of income and expense in different
periods for financial reporting and income tax purposes. Provisions for deferred
income taxes are made in recognition of such temporary differences, where
applicable. A valuation allowance is established against deferred tax assets
unless the Company believes it is more likely than not that the benefit will be
realized.

  NON-CASH COMPENSATION EXPENSE (INCOME)

     The Company records non-cash compensation which reflects the difference
between the cost of Holding's Class A common stock, which can be converted into
shares of Holding common stock at a variable rate, and the value of the common
shares at the time of the valuation. Contributed capital is increased for
non-cash compensation expense and decreased for non-cash compensation income.

  FOREIGN CURRENCY TRANSLATION

     The Company has operations in the Philippines, Italy and France and will
begin operations in Mexico in 2002. Local currencies are the functional currency
for all of the Company's foreign subsidiaries located in France and Italy.
Accordingly, assets and liabilities of these foreign subsidiaries are translated
at the rates of exchange in effect at the balance sheet date. Income and expense
items of these subsidiaries are translated at average monthly rates of exchange.
The resultant translation gains and losses are reported in other comprehensive
income/loss.

     The U.S. Dollar is the functional currency for the operations in the
Philippines and is expected to be the functional currency for the operations in
Mexico. All gains and losses from remeasurement and transactions are determined
using a combination of current and historical rates and are included in net
income.

     Exchange gains and losses arising from transactions in currencies other
than the functional currency of the subsidiary involved are included in income.
To date, the effect of such amounts on net income has not been material.

  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company's financial instruments, excluding the Senior Notes (as
hereinafter defined) are carried at amounts that approximate fair value. The
Company has estimated the fair market value of the Senior Notes using current
market data. The fair market value of the Senior Notes was approximately
$250,500 and $293,250 at December 31, 2001 and 2000, respectively.

  ESTIMATES AND ASSUMPTIONS

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

  STATEMENT OF CASH FLOWS

     For purposes of the consolidated statement of cash flows, the Company
considers all highly liquid investments purchased with maturities of three
months or less to be cash equivalents. Interest paid for the

                                        28
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

years ended December 31, 2001, 2000 and 1999, was $37,106, $41,654 and $49,480,
respectively. Net taxes paid (refunded) for the years ended December 31, 2001,
2000 and 1999 were ($3,816), $12,340 and ($6), respectively.

     In fiscal 2001, 2000 and 1999, the Company recorded capital lease
obligations of $2,274, $873 and $320, respectively, for property, plant and
equipment.

  SIGNIFICANT CUSTOMER

     For the years ended December 31, 2001, 2000 and 1999, the Company had sales
to one customer that exceeded 10% of consolidated net sales from continuing
operations. Sales to this customer represented 12%, 13% and 15% of net sales for
each year, respectively.

  RECLASSIFICATION OF FINANCIAL INFORMATION

     Certain items in the prior years' financial statements have been
reclassified to conform with the current period presentation.

  CHANGE IN ACCOUNTING PRINCIPLE

     In April 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities," which requires costs of start-up activities and organization costs
to be expensed as incurred. SOP 98-5 is effective for financial statements for
fiscal years beginning after December 15, 1998. The Company adopted SOP 98-5
effective January 1, 1999. The Company had $1,410 in net capitalized start-up
costs remaining from continuing operations at December 31, 1998, which the
Company expensed in accordance with SOP 98-5 at January 1, 1999.

  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 which 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 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 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,

                                        29
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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.

3. INVENTORIES

     The composition of inventories is as follows:

<Table>
<Caption>
                                                                DECEMBER 31,
                                                              -----------------
                                                               2001      2000
                                                              -------   -------
<S>                                                           <C>       <C>
Raw materials...............................................  $12,814   $28,402
Work-in process.............................................   18,667    26,414
Finished goods..............................................   26,720    28,711
                                                              -------   -------
       Total inventories....................................  $58,201   $83,527
                                                              =======   =======
</Table>

     In connection with the decline in the average price of copper during 2001,
the Company recorded a pre-tax, non-cash inventory valuation charge of $10,000
to reduce the LIFO valuation of copper in inventory. With the inventory
valuation adjustment, the current cost of inventories at December 31, 2001 and
2000 approximated the carrying cost.

4. PROPERTY, PLANT AND EQUIPMENT

     The composition of property, plant and equipment is as follows:

<Table>
<Caption>
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                2001        2000
                                                              ---------   ---------
<S>                                                           <C>         <C>
Land........................................................  $   4,382   $   3,400
Buildings and improvements..................................     57,746      50,423
Machinery and equipment.....................................    245,472     231,988
Construction in progress....................................      5,192       3,332
                                                              ---------   ---------
                                                                312,792     289,143
Less: accumulated depreciation..............................   (174,008)   (140,729)
                                                              ---------   ---------
                                                              $ 138,784   $ 148,414
                                                              =========   =========
</Table>

5. FINANCING COSTS

     In 2001, the Company recorded deferred financing costs of $2,459 related to
the December 2001 execution of the Credit Agreement (See Note 7). In 2000, the
Company recorded additional deferred financing costs of $699 related to the
December 1999 amendment to the Company's credit agreement in place at the time.
In March 2000, the Company repaid a substantial portion of the outstanding
balance of the credit

                                        30
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

agreement then in place with the proceeds received from the Wire Harness Sale
(See Note 6 for further discussion of the Wire Harness Sale). Accordingly, the
Company recorded an extraordinary loss of $2,747, net of income tax benefit,
related to the write-off of deferred financing fees.

6. RELATED PARTY TRANSACTIONS AND DISCONTINUED OPERATIONS

     On March 29, 2000, the Company consummated the sale of its Wire Harness
Segment to Viasystems for $210,798 in cash. The Company and Viasystems are
commonly controlled by affiliates of Hicks, Muse. As such, the Company has
accounted for the Wire Harness Sale on a basis consistent with the accounting
for a transfer of assets between commonly owned entities. The Company has
recorded an addition to contributed capital related to the transaction of
$121,713, which represents the excess of the proceeds over the net book value of
the assets disposed plus the related expenses of $1,500, and estimated taxes of
$7,000. The results of operations of the Wire Harness Segment have been
reclassified to discontinued operations for all periods presented.

     The purchase price was determined by senior management of both companies.
In addition, each of the boards of directors received opinions from nationally
recognized financial advisors that the purchase price was fair, from a financial
point of view, to each of the respective parties.

     In connection with the Wire Harness Sale, the Company entered into an
agreement to supply Viasystems' wire harness business with substantially all of
their insulated wire requirements through 2003, which is a continuation of
existing practice. For the years ended December 31, 2001, 2000 and 1999, the
Company had sales to Viasystems' wire harness business of $34,467, $30,401 and
$29,021, respectively. The Company had outstanding accounts receivable from
Viasystems related to those sales of $12,017 and $3,830 at December 31, 2001 and
2000.

     Additionally, the Company agreed to indemnify Viasystems for certain claims
and litigation including any current or future claims related to the case titled
Whirlpool Corporation v. Wirekraft Industries, Inc. ("Whirlpool Case"), any
current or future liabilities associated with the Internal Revenue Service
("IRS") examination of the U.S. income tax return of Kirtland Indiana, Limited
Partnership for the tax period ended December 21, 1992 (the "IRS Examination"),
and certain product liability claims, as described in the purchase agreement
(the "Wire Harness Product Liability Claims").

     During the third quarter of 2000, the Company and Viasystems reached a
settlement in the Whirlpool Case and agreed to pay the plaintiff $3,650. The
Company recognized a charge to income (loss) from discontinued operations of
$2,081, net of income $1,569 tax benefit, as a result of this settlement. During
the fourth quarter of 2000, the Company and Viasystems reached a settlement with
the IRS related to the IRS Examination and agreed to pay $2,026, which had been
provided for in a prior year. In the fourth quarter of 2000, the Company
recognized a charge to income (loss) from discontinued operations of $1,710, net
of $1,290 income tax benefit, as a result of its indemnification obligation
related to the Wire Harness Product Liability Claims. During 2001, the Company
recorded a net charge to income (loss) from discontinued operations of $2,850,
net of $2,150 tax benefit, related to the Wire Harness Product Liability Claims,
as described in Note 13. As of December 31, 2001 and 2000, the reserve for the
Company's indemnification liability related to the Wire Harness Product
Liability Claims was $9,049 and $5,069, respectively. The Company believes that
final resolution of the remaining matters will not have a material adverse
effect on the Company and that adequate amounts of reserves have been
established.

     For the period ended March 29, 2000 and the year ended December 31, 1999,
the Wire Harness Segment reported net sales of $50,005 and $191,046,
respectively. A portion of the Company's interest expense has been allocated to
discontinued operations based upon the intercompany debt balances attributable
to the Wire Harness Segment. The interest expense allocated to discontinued
operations for the period ended March 29, 2000 and the year ended December 31,
1999 was $5 and $5,884, respectively.

                                        31
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In connection with the Acquisitions and the related financing, the Company
entered into a Monitoring and Oversight Agreement ("Agreement") with Hicks, Muse
& Co. Partners, L.P. ("Hicks Muse Partners"), an affiliate of the Company. The
Agreement provides that the Company shall pay Hicks Muse Partners an annual fee
of $500, for ten years for monitoring and oversight services adjusted annually
at the end of each fiscal year to an amount equal to 0.1% of the consolidated
net sales of the Company, but in no event less than $500 annually. The expense
related to the Agreement totaled $500, $639 and $635 for 2001, 2000 and 1999,
respectively.

     In July 2001, James N. Mills resigned as Chief Executive Officer of Holding
and the Company and remained on the board of directors through February 2002. In
August 2001, the Company sold certain corporate assets to Mr. Mills for $1,150.
Prior to the sale of the assets, the Company obtained an independent appraisal
of the assets which supported the sales price. The assets had a carrying value
of $1,001 and the Company recorded a gain on the sale of property, plant and
equipment in the amount of $149 related to the transaction.

7. LONG-TERM OBLIGATIONS

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

<Table>
<Caption>
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Second Amended and Restated Credit Agreement:
  Revolving credit facility.................................  $     --   $     --
  Term facility.............................................        --      2,273
Senior Subordinated Notes...................................   150,000    150,000
Series B Senior Subordinated Notes..........................   150,000    150,000
Series B Senior Subordinated Notes Premium..................     6,912      8,523
Industrial revenue bonds....................................    15,500     15,500
Other.......................................................     9,380      9,137
                                                              --------   --------
                                                               331,792    335,433
Less, current maturities....................................     3,049      4,312
                                                              --------   --------
                                                              $328,743   $331,121
                                                              ========   ========
</Table>

     The schedule of principal payments (excluding unamortized premium) for
long-term obligations at December 31, 2001 is as follows:

<Table>
<S>                                                            <C>
2002........................................................   $  1,377
2003........................................................      1,274
2004........................................................        336
2005........................................................    314,136
2006........................................................        187
Thereafter..................................................      7,570
                                                               --------
       Total................................................   $324,880
                                                               ========
</Table>

  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     On December 20, 2001, the Company entered into the Second Amended and
Restated Credit Agreement (the "Credit Agreement") with certain financial
institutions that replaced the Company's Amended and Restated Credit Agreement.
In connection with the Credit Agreement, the Company paid $1,420 to satisfy its

                                        32
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

outstanding term balance on the prior credit agreement and incurred $2,459 in
financing costs. 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. In addition, borrowings under the Credit
Agreement are guaranteed by Holding.

     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
December 31, 2001, the Company had no borrowings outstanding under the Credit
Agreement and $26,316 in outstanding letters of credit.

     The Company's obligations under the Credit Agreement under the 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 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. There was no
outstanding borrowing under the credit agreement at December 31, 2001. The
weighted average interest rate on outstanding borrowings under the Company's
Amended and Restated Credit Agreement was 7.44% at December 31, 2000.

  SENIOR SUBORDINATED NOTES AND SERIES B SENIOR SUBORDINATED NOTES

     The Senior Subordinated Notes issued in connection with the Acquisitions
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 103.9% at December 31, 2001.
The redemption price decreases gradually 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.

                                        33
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  INDUSTRIAL REVENUE BONDS

     In connection with a previous acquisition, the Company assumed debt related
to two Industrial Revenue Bonds (the "IRB's") totaling $15,500. The IRB's are
due in August, 2005 and March 2016 in the amounts of $9,000 and $6,500,
respectively. The IRB's bear interest at a rate per annum which is tied to the
Tax Exempt Money Market Index which resulted in an effective rate of 1.5% and
4.39% at December 31, 2001 and 2000, respectively. Rates change weekly and
interest is paid monthly. The IRB's are collateralized by letters of credit
totaling $15,681.

8. INCOME TAXES

     The Company accounts for income taxes in accordance with the provisions of
SFAS No. 109. The provision (benefit) for income taxes is as follows:

<Table>
<Caption>
                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                            2001      2000      1999
                                                          --------   -------   ------
<S>                                                       <C>        <C>       <C>
Current:
  Federal...............................................  $ (3,124)  $ 6,337   $1,346
  State.................................................       392     1,158      437
  Foreign...............................................        30       864      194
                                                          --------   -------   ------
                                                            (2,702)    8,359    1,977
                                                          --------   -------   ------
Deferred:
  Federal...............................................   (13,198)     (478)   2,121
  State.................................................    (2,954)      (80)     515
  Foreign...............................................       (41)       (2)      --
                                                          --------   -------   ------
                                                           (16,193)     (560)   2,636
                                                          --------   -------   ------
     Income tax provision (benefit) for continuing
       operations.......................................   (18,895)    7,799    4,613
                                                          --------   -------   ------
Tax expense (benefit) on discontinued operations........    (2,150)   (1,261)   4,355
Tax benefit on change in accounting principle...........        --        --     (592)
Tax benefit on extraordinary item.......................        --    (2,073)      --
                                                          --------   -------   ------
       Total provision (benefit)........................  $(21,045)  $ 4,465   $8,376
                                                          ========   =======   ======
</Table>

     The components of income from continuing operations before income taxes,
cumulative effect of change in accounting principle and extraordinary item were
as follows:

<Table>
<Caption>
                                                           YEAR ENDED DECEMBER 31,
                                                         ----------------------------
                                                           2001      2000      1999
                                                         --------   -------   -------
<S>                                                      <C>        <C>       <C>
Domestic...............................................  $(37,844)  $ 9,280   $11,000
Foreign................................................     4,295     8,153     1,173
                                                         --------   -------   -------
Income (loss) from continuing operations before income
  taxes provision (benefit), cumulative effect of
  change in accounting principle and extraordinary
  item.................................................  $(33,549)  $17,433   $12,173
                                                         ========   =======   =======
</Table>

                                        34
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Reconciliation between the statutory income tax rate and effective tax rate
is summarized below:

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31,
                                                              ---------------------------
                                                                2001      2000      1999
                                                              --------   -------   ------
<S>                                                           <C>        <C>       <C>
U.S. Federal statutory rate at 35%..........................  $(11,742)  $ 6,102   $4,261
State taxes, net of federal effect..........................    (1,665)      701      619
Foreign taxes...............................................    (1,001)   (1,992)    (218)
Nondeductible expenses......................................        52       412      142
Nondeductible amortization of intangibles...................     1,407     1,268    1,220
Nondeductible compensation expense (income).................    (3,638)       28     (540)
Other.......................................................    (2,308)    1,280     (871)
                                                              --------   -------   ------
                                                              $(18,895)  $ 7,799   $4,613
                                                              ========   =======   ======
</Table>

     The tax effects of significant temporary differences representing deferred
tax assets and liabilities are as follows:

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31,
                                                              ---------------------------
                                                               2001      2000      1999
                                                              -------   -------   -------
<S>                                                           <C>       <C>       <C>
Deferred tax assets:
  Accounts receivable reserves..............................  $ 1,518   $   862   $ 1,110
  Inventories...............................................    5,419     5,742     5,872
  Accrued liabilities not yet deductible....................    8,291     8,849       194
  Net operating loss carryforward...........................   17,786        --     6,402
  AMT credit carryforward...................................    2,936     5,286     1,858
  Postretirement benefits...................................    2,562     2,638     2,690
  Capital loss..............................................       --     3,213        --
  Other.....................................................      315       315       215
                                                              -------   -------   -------
                                                               38,827    26,905    18,341
  Valuation allowance.......................................       --    (3,213)       --
                                                              -------   -------   -------
                                                               38,827    23,692    18,341
Deferred tax liabilities:
  Depreciation and amortization.............................   12,401    15,609    24,677
                                                              -------   -------   -------
     Net deferred tax asset (liability).....................  $26,426   $ 8,083   $(6,336)
                                                              =======   =======   =======
</Table>

     The Company's net operating loss expires in periods ranging from the year
2010 through the year 2021. The Company has no present intention of remitting
undistributed earnings of its foreign subsidiaries and, accordingly, no deferred
tax liability has been established relative to these earnings.

     In connection with the Wire Harness Sale, the Company agreed to indemnify
Viasystems for any current or future liabilities associated with the IRS
Examination. During the fourth quarter of 2000, the Company and Viasystems
reached a settlement with the IRS related to the IRS Examination and agreed to
pay $2,026 (see Note 6 for further discussion of the Wire Harness Sale).

9. IMPAIRMENT, UNUSUAL AND PLANT CLOSING CHARGES

     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.

                                        35
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During the second quarter of 2001, the Company announced the closures of two
additional facilities, the third and final Alabama facility and a second plant
in Indiana. In the third quarter of 2001, the Company announced the
consolidation of certain selling, general and administrative functions as well
as a corporate reorganization. In the fourth quarter of 2001, the Company
announced its plan for a realignment and consolidation of its bare wire
production and initiated the closure of two facilities located in Arkansas. In
addition, the Company announced other administrative reorganizations in the
fourth quarter. 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
mid 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, which were expanded, as necessary, to
accommodate the production transfer. In addition to the plant consolidations
announced during the year, 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 by mid 2002.

     As a result of these actions, 204 employees have been terminated and the
Company anticipates an additional 38 will be terminated upon completion of the
restructuring plan, all of whom have been notified by the Company. The one-time
unusual charges from plant closures, selling, general and administrative
headcount reductions and the corporate reorganization that was charged to
impairment, unusual and plant closing costs for the year ended December 31, 2001
were $7,387. In 2000, the Company recorded a one-time unusual charge of $650 for
severance costs related to the relocation of certain administrative functions.

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

<Table>
<Caption>
                                                             CURRENT PERIOD ACTIVITY
                                          BALANCE AT    ---------------------------------    BALANCE AT
                                         DECEMBER 31,               INSULATED   BARE WIRE   DECEMBER 31,
                                             2000       CORPORATE   PRODUCTS    PRODUCTS        2001
                                         ------------   ---------   ---------   ---------   ------------
<S>                                      <C>            <C>         <C>         <C>         <C>
Balance, beginning of period...........      $ --        $   626     $    --     $   --       $   626
Charges to operations:
  Facility shut-down costs.............        --            396       1,506      1,579         3,481
  Personnel and severance costs........       650          2,104       1,581        221         3,906
                                             ----        -------     -------     ------       -------
                                              650          2,500       3,087      1,800         7,387
                                             ----        -------     -------     ------       -------
Cash payments:
  Facility shut-down costs.............        --            (36)       (766)      (268)       (1,070)
  Personnel and severance costs........       (24)        (1,170)     (1,081)      (164)       (2,415)
                                             ----        -------     -------     ------       -------
                                              (24)        (1,206)     (1,847)      (432)       (3,485)
                                             ----        -------     -------     ------       -------
Balance, end of period.................      $626        $ 1,920     $ 1,240     $1,368       $ 4,528
                                             ====        =======     =======     ======       =======
</Table>

     In addition to the accruals for plant closings the Company incurred
additional one-time unusual costs incremental to its on-going operations of
$5,758 related to plant consolidations that was included in cost of goods sold
for year ended December 31, 2001. These costs include inefficiencies incurred
during the transition of production capacity and other incremental costs related
to the transferred production lines.

     In connection with the plant consolidations in 2001, the Company performed
an analysis of the closed facilities and the machinery and equipment that was
not moved and consolidated into existing facilities. Based on the results of
this analysis, the Company recorded a non-cash impairment loss of $5,468 which
represented the difference between management's estimate of the fair market
value of the remaining facilities and equipment and the carrying value of those
assets.

                                        36
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. RETIREMENT BENEFITS AND STOCK OPTION PLANS

     The Company sponsors a number of defined contribution retirement plans,
which provide retirement benefits for eligible employees. Company contribution
expense related to these retirement plans for the years ended December 31, 2001,
2000 and 1999 amounted to approximately $1,449, $3,039 and $3,576, respectively.

     Holding's Qualified and Non-Qualified Stock Option Plan (the "Option Plan")
provides for the granting of up to 4,795,322 shares of common stock to officers
and key employees of Holding and the Company. Under the Option Plan, options
granted approximate market value of the common stock at the date of grant. Such
options vest ratably over a five-year period commencing on the first anniversary
date after the date of grant, and vested options are exercisable at the
discretion of the committee appointed to administer the Option Plan. Generally,
an option may be exercised only if the holder is an officer or employee of
Holding or the Company at the time of exercise. Options granted under the Option
Plan are not transferable, except by will and the laws of descent and
distribution.

     Holding and the Company also granted Performance Options (the "Performance
Options") to certain key executives in 1996 and 1995. The Performance Options
are exercisable only on the occurrence of certain events. The exercise price for
the Performance Options is initially equal to $1.00 per share and, effective
each anniversary of the grant date, the per share exercise price for the
Performance Options is equal to the per share exercise price for the prior year
multiplied by 1.09. The Performance Options terminate on the tenth anniversary
date of the date of grant.

     In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related Interpretations in accounting for the Option Plan.
Accordingly, no compensation cost has been recognized for the Option Plan and
the Performance Options. There may be compensation expense in future periods to
the extent that the fair value of the stock exceeds the exercise price of the
Performance Options. Had compensation cost for the Option Plan and the
Performance Options been determined based upon the fair value at the grant date
for awards under these plans consistent with the methodology prescribed under
SFAS No. 123, the Company's net income (loss) would approximate the following:

<Table>
<Caption>
                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                            2001      2000     1999
                                                          --------   ------   -------
<S>                                                       <C>        <C>      <C>
As reported.............................................  $(17,504)  $6,730   $13,106
Pro forma...............................................  $(17,743)  $6,489   $12,918
</Table>

     The minimum value of each option grant is estimated on the date of grant
with the following assumptions: (i) risk-free interest rates of 6.4% and 6.0% in
2000 and 1999, respectively; and (ii) expected life of 10 years. There were no
options granted during the year ended December 31, 2001.

     The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts. Additional awards in future years are anticipated.

                                        37
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Changes in the status of the Option Plan are summarized below:

<Table>
<Caption>
                                                        WEIGHTED AVERAGE
                                                         EXERCISE PRICE     OPTIONS      OPTIONS
                                                           PER SHARE        GRANTED      VESTED
                                                        ----------------   ----------   ---------
<S>                                                     <C>                <C>          <C>
December 31, 1998.....................................       $1.14          4,396,452   1,921,452
  Granted.............................................       $2.24            400,000          --
  Vested..............................................       $1.11                 --     755,000
  Exercised...........................................       $1.40            (30,000)    (30,000)
  Forfeitures.........................................       $1.33           (570,000)   (140,000)
                                                                           ----------   ---------
December 31, 1999.....................................       $1.22          4,196,452   2,506,452
  Granted.............................................       $2.24            420,000          --
  Vested..............................................       $1.22                 --     809,584
  Exercised...........................................       $1.00            (66,250)    (66,250)
  Forfeitures.........................................       $1.67           (365,689)     (5,273)
                                                                           ----------   ---------
December 31, 2000.....................................       $1.29          4,184,513   3,244,513
  Granted.............................................          --                 --          --
  Vested..............................................       $1.33                 --     264,000
  Forfeitures.........................................       $1.67         (1,035,274)   (590,274)
                                                                           ----------   ---------
December 31, 2001.....................................       $1.16          3,149,239   2,918,239
                                                                           ==========   =========
</Table>

     The weighted average grant-date fair value of options granted during 2000
and 1999 was $1.20 and $1.26, respectively. There were no options granted during
2001. Of the 3,149,239 options outstanding under the Option Plan at December 31,
2001, 2,530,000 have an exercise price at $1.00 per share, 170,000 at $1.40 per
share, 34,239 at $1.63 per share, 200,000 at $1.81 per share and 215,000 at
$2.24 per share and have remaining contractual lives of between 4 and 9 years.
The weighted average exercise price of options vested at December 31, 2001 is
$1.10 per share.

     Changes in the status of the Performance Options are summarized below:

<Table>
<Caption>
                                                    WEIGHTED AVERAGE
                                                     EXERCISE PRICE     OPTIONS    OPTIONS
                                                       PER SHARE        GRANTED    VESTED
                                                    ----------------   ---------   -------
<S>                                                 <C>                <C>         <C>
December 31, 1998.................................       $1.26         3,852,516      --
  Reissued........................................       $1.26           350,228      --
                                                                       ---------    ----
December 31, 1999.................................       $1.38         4,202,744      --
                                                                       =========    ====
  Granted.........................................       $  --                --      --
                                                                       ---------    ----
December 31, 2000.................................       $1.50         4,202,744      --
                                                                       =========    ====
  Granted.........................................       $  --                --      --
                                                                       ---------    ----
December 31, 2001.................................       $1.64         4,202,744      --
                                                                       =========    ====
</Table>

     Of the Performance Options outstanding at December 31, 2001, 2,966,178 and
1,236,566 have exercise prices of $1.68 and $1.54 respectively, and have
weighted average remaining contractual lives of between 4 and 5 years. Certain
performance options were forfeited in 1998 and were reissued to certain officers
of the Company in 1999.

                                        38
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In addition to the options granted to officers and key employees through
the Option Plan, the Company also granted options to purchase 300,000 shares of
Holding Common Stock at $1.00 per share to directors of the Company. These
options were issued and vested in 1995.

     Holding Class A common stock may be converted into shares of Holding common
stock (i) at the option of any holder thereof at any time, (ii) at the option of
Holding upon the occurrence of a Triggering Event (as defined), and (iii)
mandatorily at March 31, 2005. Each share of Holding's Class A common stock is
convertible into a fraction of a share of Holding common stock based on a
formula set forth in the Company's Certificate of Incorporation. During the
years ended December 31, 2001, 2000 and 1999, the Company recorded non-cash
compensation expense (income) of ($10,393), $80 and ($1,542), respectively,
which reflects the difference between the cost of the Class A common stock and
the value as converted Holding Common Stock at those dates.

11. COMMITMENTS AND CONTINGENCIES

     The Company leases certain property, transportation vehicles and other
equipment. Total rental expense under operating leases was $5,012, $5,861 and
$5,488 for the years ended December 31, 2001, 2000 and 1999, respectively.
Future minimum lease payments under capital and operating leases for the years
ended December 31 are:

<Table>
<Caption>
                                                              CAPITAL   OPERATING
                                                              -------   ---------
<S>                                                           <C>       <C>
2002........................................................  $1,569     $2,885
2003........................................................   1,418      2,065
2004........................................................     415      1,652
2005........................................................     201        932
2006........................................................     210        640
Thereafter..................................................     988        321
                                                              ------     ------
  Total minimum lease payments..............................   4,801     $8,495
                                                                         ======
  Less amount representing interest.........................    (473)
                                                              ------
  Present value of net minimum lease payments...............  $4,328
                                                              ======
</Table>

     The Company is subject to legal proceedings and claims that arise in the
normal course of business. In the opinion of management, the ultimate
liabilities with respect to these actions will not have a material adverse
effect on the Company's financial condition, results of operations or cash
flows.

12. BUSINESS SEGMENT INFORMATION

     The Company conducts its operations through one business segment.

     The following is sales and long-lived asset information by geographic area
as of and for the years ended December 31:

<Table>
<Caption>
                                                      SALES                 LONG-LIVED ASSETS
                                          ------------------------------   -------------------
                                            2001       2000       1999       2001       2000
                                          --------   --------   --------   --------   --------
<S>                                       <C>        <C>        <C>        <C>        <C>
United States...........................  $367,211   $498,850   $460,904   $318,040   $325,117
Foreign.................................    57,919     65,400     20,761     37,078     34,344
                                          --------   --------   --------   --------   --------
                                          $425,130   $564,250   $481,665   $355,118   $359,461
                                          ========   ========   ========   ========   ========
</Table>

                                        39
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Foreign sales are based on the country in which the legal subsidiary is
domiciled. Sales from no single foreign country were material to the
consolidated sales of the Company.

13. LITIGATION

     The Company is a party to various legal proceedings and administrative
actions, all of which are of an ordinary or routine nature incidental to the
operations of the Company. The Company does not believe that such proceedings
and actions would materially affect the Company.

     During 2001, the Company reached settlements with various claimants,
including certain claims related to product liability claims of the Company's
former Wire Harness Segment. See Note 6 for a further discussion of these
claims.

14. 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 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. Given
the size of the Non-Guarantor Subsidiaries relative to the Company on a
consolidated basis, separate financial statements of the respective Guarantor
Subsidiaries are not presented because management has determined that such
information is not material in assessing the Guarantor Subsidiaries.

                                        40
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                          CONSOLIDATING BALANCE SHEET

<Table>
<Caption>
                                                           AS OF DECEMBER 31, 2001
                                        --------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                        --------   ---------   ---------   ------------   ------------
<S>                                     <C>        <C>         <C>         <C>            <C>
                                                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)            --
Intangible and other assets...........    30,479    173,855      12,000            --        216,334
                                        --------   --------     -------     ---------       --------
       Total assets...................  $472,893   $418,900     $62,564     $(442,414)      $511,943
                                        ========   ========     =======     =========       ========

                            LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
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.....     9,231    (57,784)     48,553            --             --
                                        --------   --------     -------     ---------       --------
       Total liabilities..............   324,055     55,230      55,077            --        434,362
Stockholder's equity (deficit):
  Common stock........................         0          0           0             0              0
  Contributed capital.................   236,331    308,993          --      (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
          (deficit)...................   148,838    363,670       7,487      (442,414)        77,581
                                        --------   --------     -------     ---------       --------
       Total liabilities and
          stockholder's equity
          (deficit)...................  $472,893   $418,900     $62,564     $(442,414)      $511,943
                                        ========   ========     =======     =========       ========
</Table>

                                        41
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                     CONSOLIDATING STATEMENT OF OPERATIONS

<Table>
<Caption>
                                                     FOR THE YEAR ENDED DECEMBER 31, 2001
                                        --------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                        --------   ---------   ---------   ------------   ------------
<S>                                     <C>        <C>         <C>         <C>            <C>
Net sales.............................  $     --   $367,211     $57,919      $    --        $425,130
Operating expenses:
  Cost of goods sold..................        --    295,572      43,723           --         339,295
  Selling, general and administrative
     expenses, including non-cash
     compensation income of
     $(10,393)........................        --     19,259       4,238           --          23,497
  Depreciation and amortization.......       576     31,834       4,065           --          36,475
  Inventory valuation.................        --     10,000          --           --          10,000
  Gain (loss) on sale of property,
     plant and equipment..............        --        936      (1,280)          --            (344)
  Unusual item........................        --     12,855          --           --          12,855
                                        --------   --------     -------      -------        --------
Operating income (loss)...............      (576)    (3,245)      7,173           --           3,352
Other income (expense):
  Interest expense....................     1,757    (35,714)     (1,280)          --         (35,237)
  Amortization of deferred financing
     costs............................    (1,346)        --          --           --          (1,346)
  Other...............................        --         --        (318)          --            (318)
  Equity in net income (loss) of
     Subsidiaries.....................   (17,339)        --          --       17,339              --
                                        --------   --------     -------      -------        --------
Income (loss) from continuing
  operations before income tax
  provision (benefit).................   (17,504)   (38,959)      5,575       17,339         (33,549)
Income tax provision (benefit)........        --    (19,337)        442           --         (18,895)
                                        --------   --------     -------      -------        --------
Income (loss) from continuing
  operations before extraordinary
  item................................   (17,504)   (19,622)      5,133       17,339         (14,654)
Income (loss) from discontinued
  operations, net of income tax
  benefit of $1,261...................        --     (2,850)         --           --          (2,850)
                                        --------   --------     -------      -------        --------
Net income (loss).....................  $(17,504)  $(22,472)    $ 5,133      $17,339        $(17,504)
                                        ========   ========     =======      =======        ========
</Table>

                                        42
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                     CONSOLIDATING STATEMENT OF CASH FLOWS

<Table>
<Caption>
                                                     FOR THE YEAR ENDED DECEMBER 31, 2001
                                         -------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                         COMPANY   GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                         -------   ---------   ---------   ------------   ------------
<S>                                      <C>       <C>         <C>         <C>            <C>
Net cash from operating activities....   $   111   $ (2,614)    $ 6,433    $         --     $  3,930
Cash flows used in investing
  activities:
  Capital expenditures................        --    (18,007)     (7,961)             --      (25,968)
  Proceeds............................        --      2,533          --              --        2,533
                                         -------   --------     -------    ------------     --------
Net cash used in investing
  activities..........................        --    (15,474)     (7,961)             --      (23,435)
                                         -------   --------     -------    ------------     --------
Cash flows provided by (used in)
  financing activities:
  Repayment of long-term
     obligations......................    (2,644)       614          --              --       (2,030)
  Financing fees and other............        --     (2,459)         --              --       (2,459)
                                         -------   --------     -------    ------------     --------
Net cash from (used in) financing
  activities..........................    (2,644)    (1,845)         --              --       (4,489)
                                         -------   --------     -------    ------------     --------
Effect of exchange rate changes on
  cash and cash equivalents...........        --         --        (233)             --         (233)
                                         -------   --------     -------    ------------     --------
Net change in cash....................   $(2,533)  $(19,933)    $(1,761)   $         --     $(24,227)
                                         =======   ========     =======    ============     ========
</Table>

                                        43
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                          CONSOLIDATING BALANCE SHEET

<Table>
<Caption>
                                                           AS OF DECEMBER 31, 2000
                                        --------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                        --------   ---------   ---------   ------------   ------------
<S>                                     <C>        <C>         <C>         <C>            <C>
                                                ASSETS
Cash..................................  $     --   $ 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)            --
Intangible 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 (DEFICIT)
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>

                                        44
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                     CONSOLIDATING STATEMENT OF OPERATIONS

<Table>
<Caption>
                                                     FOR THE YEAR ENDED DECEMBER 31, 2000
                                        --------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                        --------   ---------   ---------   ------------   ------------
<S>                                     <C>        <C>         <C>         <C>            <C>
Net sales.............................  $     --   $498,850     $65,400      $     --       $564,250
Operating expenses:
  Cost of goods sold..................        --    372,082      47,090            --        419,172
  Selling, general and administrative
     expenses, including non-cash
     compensation expense of $80......        80     42,642       4,401            --         47,123
  Depreciation and amortization.......       637     31,624       3,945            --         36,206
  Loss on sale of property, plant and
     equipment........................        --        543          --            --            543
  Unusual item........................        --        650          --            --            650
                                        --------   --------     -------      --------       --------
Operating income (loss)...............      (717)    51,309       9,964            --         60,556
Other income (expense):
  Interest expense....................   (38,064)    (1,050)     (1,690)           --        (40,804)
  Amortization of deferred financing
     costs............................    (2,097)        --          --            --         (2,097)
  Other...............................      (209)       108        (121)           --           (222)
  Equity in net income of
     subsidiaries.....................    47,817         --          --       (47,817)            --
                                        --------   --------     -------      --------       --------
Income from continuing operations
  before income tax provision
  (benefit) and extraordinary item....     6,730     50,367       8,153       (47,817)        17,433
Income tax provision..................        --      6,937         862            --          7,799
                                        --------   --------     -------      --------       --------
Income from continuing operations
  before extraordinary item...........     6,730     43,430       7,291       (47,817)         9,634
Income from discontinued operations,
  net of income tax benefit of
  $1,261..............................        --    (10,940)     10,783            --           (157)
                                        --------   --------     -------      --------       --------
Income before cumulative effect of
  change in accounting principle......     6,730     32,490      18,074       (47,817)         9,477
Extraordinary item, net of tax benefit
  of $2,073...........................        --     (2,747)         --            --         (2,747)
                                        --------   --------     -------      --------       --------
Net income............................  $  6,730   $ 29,743     $18,074      $(47,817)      $  6,730
                                        ========   ========     =======      ========       ========
</Table>

                                        45
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                     CONSOLIDATING STATEMENT OF CASH FLOWS

<Table>
<Caption>
                                                    FOR THE YEAR ENDED DECEMBER 31, 2000
                                       ---------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                       ---------   ---------   ---------   ------------   ------------
<S>                                    <C>         <C>         <C>         <C>            <C>
Net cash from operating activities...  $  (8,927)  $ 33,796     $ 3,954      $ 5,787       $  34,610
                                       ---------   --------     -------      -------       ---------
Cash flows used in investing
  activities:
  Acquisitions, net of cash..........         --     (3,861)         --           --          (3,861)
  Capital expenditures by continuing
     operations......................         --    (17,799)     (4,670)          --         (22,469)
  Proceeds from sale of property,
     plant and equipment.............         --      9,147          --           --           9,147
  Capital expenditures by
     discontinued operations.........         --       (125)       (857)          --            (982)
                                       ---------   --------     -------      -------       ---------
Net cash used in investing
  Activities.........................         --    (12,638)     (5,527)          --         (18,165)
                                       ---------   --------     -------      -------       ---------
Cash flows provided by (used in)
  financing activities:
  Equity proceeds....................         66         --       5,787       (5,787)             66
  Repayment of long-term
     obligations.....................   (199,738)      (517)         --           --        (200,255)
  Cash proceeds from sale of Wire
     Harness Segment, net of fees....    209,298         --          --           --         209,298
  Financing fees and other...........       (699)        --          --           --            (699)
                                       ---------   --------     -------      -------       ---------
Net cash from (used in) financing
  activities.........................      8,927       (517)      5,787       (5,787)          8,410
                                       ---------   --------     -------      -------       ---------
Effect of exchange rate changes on
  cash and cash equivalents..........         --         --         (36)          --             (36)
                                       ---------   --------     -------      -------       ---------
Net change in cash...................  $      --   $ 20,641     $ 4,178      $    --       $  24,819
                                       =========   ========     =======      =======       =========
</Table>

                                        46
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                     CONSOLIDATING STATEMENT OF OPERATIONS

<Table>
<Caption>
                                                     FOR THE YEAR ENDED DECEMBER 31, 1999
                                        --------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                        --------   ---------   ---------   ------------   ------------
<S>                                     <C>        <C>         <C>         <C>            <C>
Net sales............................   $     --   $460,904     $20,761      $     --       $481,665
Operating expenses:
  Cost of goods sold.................         --    331,372      15,603            --        346,975
  Selling, general and administrative
     expenses, including non-cash
     compensation income of
     $1,542..........................     (1,542)    41,494         552            --         40,504
  Depreciation and amortization......        635     31,491       3,411            --         35,537
                                        --------   --------     -------      --------       --------
Operating income (loss)..............        907     56,547       1,195            --         58,649
Other income (expense):
  Interest expense...................    (42,989)      (944)        (22)           --        (43,955)
  Amortization of deferred financing
     costs...........................     (2,521)        --          --            --         (2,521)
  Equity in net income of
     subsidiaries....................     57,709         --          --       (57,709)            --
                                        --------   --------     -------      --------       --------
Income from continuing operations
  before income tax provision
  (benefit) and cumulative effect of
  change in accounting principle.....     13,106     55,603       1,173       (57,709)        12,173
Income tax provision.................         --      4,420         193            --          4,613
                                        --------   --------     -------      --------       --------
Income (loss) from continuing
  operations before cumulative effect
  of change in accounting
  principle..........................     13,106     51,183         980       (57,709)         7,560
Income from discontinued operations,
  net of income tax of $4,355........         --        759       5,605            --          6,364
                                        --------   --------     -------      --------       --------
Income (loss) before cumulative
  effect of change in accounting
  principle..........................     13,106     51,942       6,585       (57,709)        13,924
Cumulative effect of change in
  accounting for start-up costs, net
  of tax benefit of $592.............         --       (818)         --            --           (818)
                                        --------   --------     -------      --------       --------
Net income...........................   $ 13,106   $ 51,124     $ 6,585      $(57,709)      $ 13,106
                                        ========   ========     =======      ========       ========
</Table>

                                        47
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                     CONSOLIDATING STATEMENT OF CASH FLOWS

<Table>
<Caption>
                                                     FOR THE YEAR ENDED DECEMBER 31, 1999
                                        --------------------------------------------------------------
                                                                 TOTAL
                                                     TOTAL       NON-
                                        COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                        --------   ---------   ---------   ------------   ------------
<S>                                     <C>        <C>         <C>         <C>            <C>
Net cash from operating activities....  $ (7,772)  $ 50,195     $ 4,303      $ 4,749        $ 51,475
Cash flows used in investing
  activities:
  Acquisitions, net of cash...........        --    (20,000)         --           --         (20,000)
  Capital expenditures by continuing
     operations.......................        --    (17,652)     (2,231)          --         (19,883)
  Capital expenditures by discontinued
     operations.......................        --     (4,444)     (6,179)          --         (10,623)
                                        --------   --------     -------      -------        --------
Net cash used in investing
  activities..........................        --    (42,096)     (8,410)          --         (50,506)
                                        --------   --------     -------      -------        --------
Cash flows provided by (used in)
  financing activities:
  Equity proceeds.....................        42         --       4,749       (4,749)             42
  Repurchase of stock of Holding......      (230)        --          --           --            (230)
  Proceeds from issuance of long-term
     obligations......................    25,000         --          --           --          25,000
  Borrowing (repayment) of long-term
     obligations and revolver.........   (14,945)      (968)       (348)          --         (16,261)
  Financing fees and other............    (2,095)        --          --           --          (2,095)
                                        --------   --------     -------      -------        --------
Net cash from (used in) financing
  activities..........................     7,772       (968)      4,401       (4,749)          6,456
                                        --------   --------     -------      -------        --------
Net change in cash....................  $     --   $  7,131     $   294      $    --        $  7,425
                                        ========   ========     =======      =======        ========
</Table>

                                        48
<PAGE>
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

<Table>
<Caption>
ALLOWANCE FOR DOUBTFUL                                                     COLLECTION OF
ACCOUNTS -- DEDUCTED FROM            BALANCE AT                             PREVIOUSLY     ACQUISITIONS   BALANCE AT
ACCOUNTS RECEIVABLES IN THE          BEGINNING                              WRITTEN OFF        AND          END OF
BALANCE SHEET                        OF PERIOD    PROVISION   WRITE-OFFS     ACCOUNTS       DISPOSALS       PERIOD
---------------------------          ----------   ---------   ----------   -------------   ------------   ----------
                                                                     (IN THOUSANDS)
<S>                                  <C>          <C>         <C>          <C>             <C>            <C>
Year ended December 31, 1999.......    $2,633      $  679       $(608)          $--           $ 175         $2,879
Year ended December 31, 2000.......    $2,879      $  555       $(228)          $--           $(446)        $2,760
Year ended December 31, 2001.......    $2,760      $2,183       $(878)          $--           $  --         $4,065
</Table>

                                        49
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
         DISCLOSURE

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

     Set forth below are the names and positions of the directors and executive
officers of Holding and the Company. All directors hold office until the next
annual meeting of stockholders of Holding and the Company, and until their
successors are duly elected and qualified. All officers serve at the pleasure of
the Board of Directors.

<Table>
<Caption>
NAME                             AGE                     POSITION(S)
----                             ---                     -----------
<S>                              <C>   <C>
Charles W. Tate................  57    Chairman of the Board of Holding and the Company
David M. Sindelar..............  44    Chief Executive Officer, President and Director
                                       of Holding and Chief Executive Officer and
                                       Director of the Company
Jack D. Furst..................  43    Director of Holding and the Company
John A. Gavin..................  70    Director of Holding and the Company
Thomas P. Danis................  55    Director of Holding and the Company
Richard W. Vieser..............  74    Director of Holding and the Company
Joseph M. Fiamingo.............  52    Chairman and Director of Holding and the Company
Rodney D. Kent.................  54    Director of Holding and Director, President and
                                       Chief Operating Officer of the Company
Glenn J. Holler................  54    Senior Vice President and Chief Financial
                                       Officer of Holding and the Company
Donald F. DeKay................  47    Vice President -- Finance of the Company
Chrysant E. Makarushka.........  61    Vice President -- Purchasing and Logistics of
                                       the Company
</Table>

     Charles W. Tate was named Chairman of the Board of Holding and the Company
in February 2002. He also served as a Director of Holding and the Company since
April 1995. Mr. Tate is a Partner of Hicks Muse. Before joining Hicks Muse as a
Managing Director and Principal in 1991, Mr. Tate had over 19 years of
experience in investment and merchant banking with Morgan Stanley & Co.
Incorporated, including ten years in the mergers and acquisitions department and
the last two and one-half years as a Managing Director in Morgan Stanley & Co.
Incorporated's merchant banking group. Mr. Tate also serves as a director of
International Outdoor Advertising Holding Company, International Seed Holdings
ApS, Venezuela Cable Service Holding Ltd., Stoneville Pedigreed Seed Company,
Mahendra Hybrid Seeds Limited and four companies in Mexico (Vidrio Formas, S.A.
de C.V., Grupo Minsa, S.A. de C.V., Almacenadora Mercader S.A., and Fomento e
Ingenieria en Comercializacion, S.A. de C.V.), Claxson Interactive Group,
Hillsdown Holdings Limited and Ibero-American Media Partners II Ltd.

     David M. Sindelar has been Chief Executive Officer and President of Holding
and Chief Executive Officer of the Company since July 2001 and a Director of
Holding and the Company since August 2001. He also served as Senior Vice
President and Chief Financial Officer of the Company and of Holding from April
1995 through July 2001. Mr. Sindelar also serves as Chief Executive Officer of
Viasystems Group, Inc. and LLS Corp. In January 2002, LLS Corp. voluntarily
filed petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Mr.
Sindelar is a director of LLS Corp. Mr. Sindelar was Senior Vice President and
Chief Financial Officer of Berg Electronics Corp. from March 1993 through
October 1998 and of Crain Industries, Inc. and Crain Holdings Corp. from August
1995 through December 1997 and of Jackson Holding Company from February 1993
through August 1995.

                                        50
<PAGE>

     Jack D. Furst is a Director of Holding and the Company and has held such
positions since April 1995. Mr. Furst is a Partner of Hicks Muse and has held
such position since 1989. Mr. Furst has approximately 18 years of experience in
leveraged acquisitions and private investments. At Hicks Muse, Mr. Furst is
involved in all aspects of its business and has been actively involved in
originating, structuring and monitoring its investments. Mr. Furst is primarily
responsible for managing the relationship with Hanley Partners, formerly Mills &
Partners. Prior to joining Hicks Muse, Mr. Furst was a Vice President and
subsequently a Partner of Hicks & Haas Incorporated, a Dallas based private
investment firm from 1987 to May 1989. From 1984 to 1986, Mr. Furst was a merger
and acquisition/corporate finance specialist for The First Boston Corporation in
New York. Before joining First Boston, Mr. Furst was a financial consultant at
Price Waterhouse. Mr. Furst serves on the board of directors of Cooperative
Computing, Inc., Globix Corporation, International Seed Holdings, Home Interiors
& Gifts, Inc., Microtune, Inc., The Realm, Inc., Viasystems Group, Inc. and LLS
Corp.

     John A. Gavin is a director of Holding and the Company and has held such
positions since June 1995. Mr. Gavin is the founder and Chairman of the Board of
Gamma Holdings, an international capital and consulting firm established in
1968. He is a member of the Latin America Strategy Board of Hicks Muse and was a
Partner and Managing Director of Hicks, Muse, Tate & Furst (Latin America),
incorporated from 1995 through 2001. From 1987 to 1990, Mr. Gavin was President
of Univisa Satellite Communications, a part of a Spanish-speaking broadcast
network. Prior thereto, Mr. Gavin served as a Vice President of Atlantic
Richfield Company from 1986 and a director from 1988. From 1981 to 1986, Mr.
Gavin served as the United States Ambassador to Mexico. Mr. Gavin also serves as
a director of Apex Mortgage Capital, and Claxson, S.A. and as a Director and
Trustee of The TCW Galileo Funds, The Hotchkis and Wiley Funds and Causeway
Capital Management.

     Thomas P. Danis is a director of Holding and the Company and has held such
positions since June 1995. Mr. Danis is an executive officer of Aon Group a
company engaged in the insurance brokerage business headquartered in Chicago,
Illinois. In 1979, Mr. Danis co-founded an insurance brokerage firm, a joint
venture with Corroon & Black. He then joined AON Group in 1992 where he has held
several executive positions. Mr. Danis also serves as a director of several
mid-market companies.

     Richard W. Vieser is a director of Holding and the Company and has held
such positions since September 1995. Mr. Vieser is the retired Chairman of the
Board, Chief Executive Officer and President of Lear Siegler, Inc. (a
diversified manufacturing company), the former Chairman of the Board and Chief
Executive Officer of FL Industries, Inc. and FL Aerospace (also diversified
manufacturing companies) and the former President and Chief Operating Officer of
McGraw-Edison Co. He is the Chairman of the Board of Varian Medical Systems and
is also a director of Harvard Industries, Inc., Viasystems Group, Inc. and
Apogent Technologies, Inc. (formally Sybron International Corporation).

     Joseph M. Fiamingo is Chairman of Holding and the Company and has held such
positions since May 2000. Mr. Fiamingo also serves as a director of Holding and
the Company and has held such positions since October 1996. Previously, Mr.
Fiamingo held the position of President and Chief Operating Officer of the
Company from September 1996, Vice President of Operations and Technology of the
Company from June 1996 and President and Chief Operating Officer of Wirekraft
from October 1995. Mr. Fiamingo also serves as President and Chief Operating
Officer of LLS Corp. In January 2002, LLS Corp. voluntarily filed petitions to
reorganize under Chapter 11 of the U.S. Bankruptcy Code. Prior thereto, Mr.
Fiamingo was employed by General Cable Corporation from 1972 to 1995 where he
held various senior management level positions including President and Vice
President and General Manager of several divisions of General Cable and most
recently, Executive Vice President of Operations.

     Rodney D. Kent is President and Chief Operating Officer of the Company and
has held such positions since May 2000. Mr. Kent also serves as a director of
Holding and the Company. Prior to being named as President and Chief Operating
Officer, Mr. Kent served as President of the Company's Bare Wire division since
April 1995. Mr. Kent also serves as President and Chief Executive Officer of
Omega and has held such positions since 1983. Mr. Kent served as Assistant to
the President of Omega from 1974 to 1983. Prior to

                                        51
<PAGE>

joining Omega, Mr. Kent was employed with Flexo Wire from 1973 to 1974 and
Camden Wire Company from 1970 to 1973. Mr. Kent also serves as a director of
Oneida Savings Bank.

     Glenn J. Holler was named Senior Vice President & Chief Financial Officer
of Holding and the Company in July 2001. He also served as Vice
President -- Finance from August 1996 through July 2001. Prior to joining the
Company, Mr. Holler was employed by Vigoro Industries, Inc. as Vice President,
Finance from 1994 to 1996. From 1983 to 1994, Mr. Holler held several positions
at Moog Automotive, Inc. including Vice President -- Finance and Senior Vice
President -- Finance.

     Donald F. DeKay is Vice President -- Finance of the Company and has held
such position since July 2001. Prior to being named Vice President -- Finance of
the Company, Mr. DeKay served as Vice President -- Finance of the Company's Bare
Wire division since April 1995. Mr. DeKay served as Vice President -- Finance of
Omega from 1988 to 1995 and Controller of Omega from 1983 to 1988. Prior to
joining the Company, Mr. DeKay was employed by Price Waterhouse from 1978 to
1983.

     Chrysant E. Makarushka is Vice President -- Purchasing and Logistics and
has held such position since July 2000. Prior to being named Vice
President -- Purchasing and Logistics, Mr. Makarushka served as Director of
Metals Management for the Company from 1995 to 2000. Mr. Makarushka served as
Director of Procurement and Human Resources for Omega from 1989 to 1995. Prior
to joining the Company, Mr. Makarushka was employed by Rome Cable from 1981 to
1989.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth the cash and non-cash compensation earned by
the Chief Executive Officer, the former Chief Executive Officer and the four
other most highly compensated executive officers of Holding and the Company (the
"Named Executive Officers"). Such compensation was paid by or on behalf of the
Company during the years ended December 31, 2001, 2000 and 1999. The bonuses
included in annual compensation were paid subsequent to year-end. As of the date
hereof, the Company has not granted any stock appreciation rights.

                          SUMMARY ANNUAL COMPENSATION

<Table>
<Caption>
                                                                          LONG-TERM
                                                                         COMPENSATION
                                                                            AWARDS
                                                                          SECURITIES
                                                                          UNDERLYING        ALL OTHER
                                          YEAR   SALARY($)    BONUS($)    OPTIONS(#)    COMPENSATION($)(1)
                                          ----   ---------    --------   ------------   ------------------
<S>                                       <C>    <C>          <C>        <C>            <C>
David M. Sindelar.......................  2001    300,000          --           --                --
  Chief Executive Officer and             2000    300,000     300,000           --                --
  President of Holding and Chief          1999    300,000     300,000      175,000                --
  Executive Officer of the Company
Rodney D. Kent..........................  2001    392,155(2)       --           --           141,201(3)
  President and Chief Operating Officer   2000    401,745(2)  227,305           --           132,692(3)
  of the Company                          1999    402,155(2)  227,305           --           112,583(3)
Glenn J. Holler.........................  2001    260,000          --           --                --
  Senior Vice President and Chief         2000    250,667     125,345           --                --
  Financial Officer of Holding and the    1999    234,667     117,354           --                --
  Company
Donald F. DeKay.........................  2001    200,200          --           --                --
  Vice President -- Finance of            2000    169,659      67,004           --                --
  the Company                             1999     91,520      38,317           --                --
Chrysant E. Makarushka..................  2001    168,860          --           --                --
  Vice President -- Purchasing and        2000    135,570      27,087           --                --
  Logistics of the Company                1999    116,470      23,449           --                --
</Table>

                                        52
<PAGE>

<Table>
<Caption>
                                                                     LONG-TERM
                                                                    COMPENSATION
                                                                       AWARDS
                                                                     SECURITIES
                                                                     UNDERLYING        ALL OTHER
                                     YEAR   SALARY($)    BONUS($)    OPTIONS(#)    COMPENSATION($)(1)
                                     ----   ---------    --------   ------------   ------------------
<S>                                  <C>    <C>          <C>        <C>            <C>
James N. Mills(4)..................  2001    685,000          --           --                --
  Former Chief Executive Officer     2000    685,000     685,000           --                --
  of Holding and the Company         1999    685,000     685,000      175,228                --
</Table>

---------------

(1) The Company provides to certain executive officers, a car allowance,
    reimbursement for club memberships, insurance policies and certain other
    benefits. The aggregate incremental cost of these benefits to the Company
    for each officer do not exceed the lesser of $60,000 or 10% of the total
    annual salary and bonus reported for each officer.

(2) Includes $52,455, $52,045 and $52,455 in annual deferred compensation earned
    by Mr. Kent in 2001, 2000 and 1999, respectively, pursuant to his employment
    agreement.

(3) Represents (i) $41,867, $44,192 and $34,904 in premiums paid on life
    insurance policies for the benefit of Mr. Kent in 2001, 2000 and 1999,
    respectively and (ii) $99,334, $88,090 and $77,679 in annual interest
    accruals related to deferred compensation earned by Mr. Kent in 2001, 2000
    and 1999, respectively, pursuant to his employment agreement.

(4) As of July 2001, Mr. Mills resigned as Chief Executive Officer of Holding
    and the Company. Mr. Mills remained as a Director of Holding and the Company
    until his resignation in February 2002. Mr. Mills continued to receive his
    salary throughout the remainder of the year in 2001 in accordance with his
    employment agreement.

OPTION GRANTS IN LAST FISCAL YEAR

     There were no options granted to Named Executive Officers in the current
fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

     No options were exercised by the Named Executive Officers during fiscal
2001. The following table summarizes the number and value of unexercised options
as of December 31, 2001.

<Table>
<Caption>
                                                        NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                       UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                              SHARES                 OPTIONS AT FISCAL YEAR END        AT FISCAL YEAR END
                            ACQUIRED ON    VALUE     ---------------------------   ---------------------------
                             EXERCISE     REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
NAME                            (#)         ($)          ($)            (#)            ($)            ($)
----                        -----------   --------   -----------   -------------   -----------   -------------
<S>                         <C>           <C>        <C>           <C>             <C>           <C>
David M. Sindelar.........      --           $0              --      1,225,804         $0             $0
Rodney D. Kent............      --           $0         400,000             --         $0             $0
Glenn J. Holler...........      --           $0         250,000             --         $0             $0
Donald F. DeKay...........      --           $0         150,000             --         $0             $0
Chrysant E. Makarushka....      --           $0          75,000             --         $0             $0
James N. Mills............      --           $0              --      1,576,027         $0             $0
</Table>

EMPLOYMENT AGREEMENTS

     David M. Sindelar Employment Agreement.  Mr. David M. Sindelar entered into
an employment agreement with Holding and the Company on June 12, 1995, which
expires on June 11, 2002. The employment agreement is extended automatically for
one-year periods provided that neither Mr. Sindelar nor the Company elects to
terminate the agreement. Pursuant to such employment agreement, as amended, Mr.
Sindelar is required to devote such business time and attention to the
transaction of the Company's business as is reasonably necessary to discharge
his duties under the employment agreement. Subject to the foregoing limitation
on his activities, Mr. Sindelar is free to participate in other business
endeavors.

                                        53
<PAGE>

     The compensation provided to Mr. Sindelar under his employment agreement
includes an annual base salary of not less than $150,000, subject to adjustment
at the sole discretion of the Board of Directors of Holding, and such benefits
as are customarily accorded the executives of Holding and the Company for as
long as the employment agreement is in force. In addition, Mr. Sindelar is
entitled to an annual bonus in an amount to be determined at the sole discretion
of the Board of Directors of Holding.

     Mr. Sindelar's employment agreement also provides that if Mr. Sindelar's
employment is terminated without cause, Mr. Sindelar will continue to receive
his then current salary for the longer of the remainder of the employment period
or 18 months following such termination. In addition, Mr. Sindelar's employment
agreement provides that if Mr. Sindelar is terminated due to death or
disability, Mr. Sindelar's estate, heirs, or beneficiaries, as applicable, will
receive, in addition to any other benefits provided under any benefit plan, his
then current salary for a period of 18 months from the date of termination.

     Rodney D. Kent Employment Agreement.  Mr. Kent entered into an employment
agreement with Omega on March 14, 1995. Pursuant to such employment agreement,
as amended, Mr. Kent will serve as President and Chief Operating Officer of the
Company through March 28, 2003. Mr. Kent is required to devote substantially all
of his business time and attention to the performance of his duties under the
employment agreement. The employment agreement is extended automatically for
one-year periods provided the neither Mr. Kent nor the Company elects to
terminate the agreement.

     The compensation provided to Mr. Kent under his employment agreement
includes an annual base salary of not less than $349,700, subject to increase at
the sole discretion of the Board of Directors of Omega, and certain other
benefits for as long as the employment agreement is in force. In addition,
during each year of employment, an additional 15% of the annual base salary is
credited to a deferred compensation account for the benefit of Mr. Kent, which
deferred compensation account is annually credited with an interest accrual of
8% on the balance of the account for the prior year. Further, Mr. Kent is
entitled to an annual bonus in an amount to be determined at the sole discretion
of the Chairman of the Board of Holding of up to sixty-five percent of his
annual base salary.

     Mr. Kent's employment agreement also provides that if Mr. Kent's employment
is terminated by Omega without cause or due to disability or death, Mr. Kent or
his estate, heirs or beneficiaries, as applicable, will receive, in addition to
any other benefits provided him or them under any benefit plan, Mr. Kent's then
current salary for a period of 24 months from Mr. Kent's termination without
cause or his disability or death. In the event that Mr. Kent terminates his
employment and receives a bona fide offer of employment from a competitor of the
Company, Mr. Kent will receive, in addition to any other benefits provided under
any benefit plan, Mr. Kent's then current salary for a period of 24 months from
such termination, but only in the event that Omega elects to enforce certain
non-competition provisions of the employment agreement.

     Glenn J. Holler Employment Agreement.  Mr. Glenn J. Holler entered into an
employment agreement with the Company on November 13, 1999. Pursuant to such
employment agreement, as amended, Mr. Holler is required to devote all of his
business time and attention to the transaction of the Company's business as is
reasonably necessary to discharge his duties under the employment agreement. The
employment agreement is extended automatically for one-year periods provided the
neither Mr. Holler nor the Company elects to terminate the agreement.

     The compensation provided to Mr. Holler under his employment agreement
includes an annual base salary of not less than $244,000, subject to adjustment
at the sole direction of the Chief Executive Officer of Holding, and such
benefits as are customarily accorded the executives of the Company for as long
as the employment agreement is in force. In addition, Mr. Holler is entitled to
an annual bonus in an amount to be determined by the Chief Executive Officer of
Holding of up to fifty percent of his base compensation.

     Mr. Holler's employment agreement also provides that if Mr. Holler's
employment is terminated without cause, Mr. Holler will continue to receive his
then current salary for one year. In addition, Mr. Holler's employment agreement
provides that if Mr. Holler is terminated due to death or disability, Mr.
Holler's estate, heirs, or beneficiaries, as applicable, will receive, in
addition to any other benefits provided under any benefit plan, his then current
salary for a period of six months from the date of termination.

                                        54
<PAGE>

     James N. Mills Employment Agreement.  Mr. James N. Mills entered into an
employment agreement with Holding and the Company on June 12, 1995. Pursuant to
such employment agreement, as amended, Mr. Mills served as Chief Executive
Officer of Holding and the Company through the time of his resignation in July
2001 and Chairman of the Board of Directors of Holding and the Company through
his resignation in February 2002. Mr. Mills was required to devote such business
time and attention to the transaction of the Company's business as was
reasonably necessary to discharge his duties under the employment agreement.
Subject to the foregoing limitation on his activities, Mr. Mills was free to
participate in other business endeavors.

     Mr. Mills and his estate, heirs, or beneficiaries, as applicable, in the
event of his death, will continue to receive his annual base salary in effect at
the time of his resignation of $685,000, as provided in his employment
agreement, and such benefits as are customarily accorded the executives of
Holding and the Company through December 12, 2002.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Compensation decisions are made by the Board of Directors. Messrs. David M.
Sindelar and Rodney D. Kent served as both executive officers and directors
during 2001, and are expected to serve in such capacities in 2002.

COMPENSATION OF DIRECTORS

     Directors who are officers, employees or otherwise an affiliate of Holding
or the Company receive no compensation for their services as directors. Each
director of Holding and the Company who is not also an officer, employee or an
affiliate of Holding or the Company (an "Outside Director") will receive an
annual retainer of $12,000. Directors of Holding and the Company are entitled to
reimbursement of their reasonable out-of-pocket expenses in connection with
their travel to and attendance at meetings of the board of directors or
committees thereof.

BENEFIT PLANS

  STOCK OPTION PLAN

     Holding's qualified and non-qualified stock option plan (the "Option Plan")
provides for the granting of up to 4,795,322 shares of Holding Common Stock to
officers and key employees of Holding and the Company. Under the Option Plan, as
of February 28, 2002, Holding has granted options to purchase 3,149,239 shares
of Holding common stock, 2,530,000 at $1.00 per share, 170,000 at $1.40 per
share, 34,239 at $1.625 per share, 200,000 at $1.81 per share and 215,000 at
$2.24 per share, the fair market value of Holding Common Stock at the date of
grant as determined by the Board of Directors of Holding. Such options vest
ratably over a five-year period commencing on the first anniversary date after
the date of grant, subject to acceleration in the discretion of the committee
appointed to administer the Option Plan in the event of a Change of Control (as
defined in the Option Plan). Generally, an option may be exercised only if the
holder is an officer or employee of Holding or the Company at the time of
exercise. Options granted under the Option Plan are not transferable, except by
will and the laws of descent and distribution. Except as expressly provided
otherwise in any optionee's agreement relating to the grant of options under the
Option Plan, in the event an optionee's employment with Holding, the Company or
a related entity terminates at any time, Holding or its designees shall have the
right to repurchase from the optionee (or optionee's representatives) (i) the
number of shares of Holding Common Stock acquired upon exercise of an option and
(ii) the optionee's right to acquire that number of shares of Holding Common
Stock which an optionee can acquire upon exercise immediately prior to such
repurchase. The purchase price to be paid is calculated on the basis of the fair
market value (as defined in the Option Plan) of Holding Common Stock multiplied
by the number of shares of Holding Common Stock to be acquired (less the
aggregate exercise price in the event such repurchase option is exercised by
Holding with respect to the optionee's right to acquire Holding Common Stock).

                                        55
<PAGE>

  PERFORMANCE OPTIONS

     Mr. Mills was granted options ("Performance Options") to purchase 652,921
shares of Common Stock, Mr. Sindelar has been granted Performance Options to
purchase 489,691 shares of Common Stock of Holding and Performance Options to
purchase 816,150 shares of Common Stock of Holding have been granted to certain
officers of the Company During the year ended December 31, 1998, a member of the
Company's management forfeited 163,230 Performance Options. In 1999, the Company
reissued these Performance Options with the same terms and conditions to Mr.
Mills and Mr. Sindelar. Mr. Mills was granted Performance Options to purchase
81,668 shares of Holding Common Stock and Mr. Sindelar was granted Performance
Options to purchase 81,562 shares of Holding Common Stock.

     On June 12, 1995, the Company granted Performance Options to purchase
1,007,416 shares of Holding Common Stock. Mr. Mills was granted Performance
Options to purchase 335,804 shares of Holding Common Stock, Mr. Sindelar was
granted Performance Options to purchase 251,856 shares of Holding Common Stock
and Performance Options to purchase the remaining 419,756 shares of Holding
Common Stock were granted to certain officers of the Company who are also
affiliated with Mills & Partners. During the year ended December 31, 1998, a
member of the Company's management forfeited Performance Options to purchase
83,951 shares of Holding Common Stock. In 1999, the Company reissued these
Performance Options with the same terms and conditions to Mr. Mills and Mr.
Sindelar. Mr. Mills was granted Performance Options to purchase 42,003 shares of
Holding Common Stock and Mr. Sindelar was granted Performance Options to
purchase 41,948 shares of Holding Common Stock.

     On March 5, 1996, the Company granted Performance Options to purchase
1,236,566 shares of Holding Common Stock. Mr. Mills was granted Performance
Options to purchase 412,188 shares of Holding Common Stock, Mr. Sindelar was
granted Performance Options to purchase 309,143 shares of Holding Common Stock
and Performance Options to purchase the remaining 515,235 shares of Holding
Common Stock were granted to certain officers of the Company who are also
affiliated with Mills & Partners. During the year ended December 31, 1998, a
member of the Company's management forfeited Performance Options to purchase
103,047 shares of Holding Common Stock. In 1999, the Company reissued these
Performance Options with the same terms and conditions to Mr. Mills and Mr.
Sindelar. Mr. Mills was granted Performance Options to purchase 51,557 shares of
Holding Common Stock and Mr. Sindelar was granted Performance Options to
purchase 51,490 shares of Holding Common Stock.

     The Performance Options are exercisable only in the event that Hicks, Muse,
Tate and Furst Equity Fund II, L.P. ("HM Fund II") has realized an overall rate
of return of at least 35% per annum, compounded annually, on all equity funds
invested by it in Holding. Subject to the foregoing, the Performance Options are
exercisable (i) immediately prior to a Liquidity Event (as hereinafter defined),
(ii) concurrently with the consummation of a Qualified IPO (as hereinafter
defined), or (iii) on December 31, 2004 (with respect to the Performance Options
granted on March 31, 1995 and June 12, 1995) or on December 31, 2005 (with
respect to the Performance Options granted on March 5, 1996). A "Liquidity
Event" generally means (i) one or more sales or other dispositions of Holding
Common Stock if, thereafter, the amount of Holding Common Stock owned by HM Fund
II is reduced by 50%, (ii) any merger, consolidation or other business
combination of Holding pursuant to which any person or group acquires a majority
of the common stock of the resulting entity, or (iii) any sale of all or
substantially all of the assets of Holding. A "Qualified IPO" means a firm
commitment underwritten public offering of Holding Common Stock for gross
proceeds of at least $25.0 million.

     The exercise price for the Performance Options is initially equal to $1.00
per share and, effective each anniversary of the grant date, the per share
exercise price for the Performance Options is equal to the per share exercise
price for the prior year multiplied by 1.09. The exercise price of the
Performance Options and the number of shares of Holding Common Stock for which
the Performance Options are exercisable is subject to adjustment in the event of
certain fundamental changes in the capital structure of Holding. The Performance
Options terminate on the tenth anniversary of the date of grant.

                                        56
<PAGE>

ITEM 12.  SECURITIES OWNERSHIP

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     All of the issued and outstanding shares of common stock of the Company are
held by Holding. The following table sets forth as of December 31, 2001 certain
information regarding the beneficial ownership of the voting securities of
Holding by each person who beneficially owns more than 5% of any class of
Holding voting securities and by the directors and certain executive officers of
Holding, individually, and by the directors and executive officers of Holding as
a group. The Class A Common Stock, par value $0.01 per share, of Holding
("Holding Class A Common Stock") votes together with the Holding Common Stock as
a single class and is entitled to one vote for each share.

<Table>
<Caption>
                                                                   SHARES BENEFICIALLY OWNED(1)
                                                  ---------------------------------------------------------------
                                                                                 HOLDING CLASS A
                                                    HOLDING COMMON STOCK          COMMON STOCK
                                                  ------------------------   -----------------------
                                                   NUMBER OF    PERCENT OF   NUMBER OF    PERCENT OF   PERCENT OF
                                                    SHARES        CLASS        SHARES       CLASS        TOTAL
                                                  -----------   ----------   ----------   ----------   ----------
<S>                                               <C>           <C>          <C>          <C>          <C>
5% STOCKHOLDERS:
  HM Parties(2)................................   119,319,690     100.0%     13,000,000     100.0%       100.0%
  c/o Hicks, Muse, Tate & Furst Incorporated
  200 Crescent Court, Suite 1600
  Dallas, Texas 75201
Rodney D. Kent(3)..............................     6,100,000       5.1%             --        --          4.6%
  c/o International Wire Group, Inc.
  101 S. Hanley
  St. Louis, Missouri 63101
James N. Mills(4)..............................     1,702,034
OFFICERS AND DIRECTORS:
Charles W. Tate(5).............................       967,856         *              --        --            *
David M. Sindelar(6)...........................            --        --       3,648,482      28.1%         2.8%
Jack D. Furst(7)...............................       858,857         *              --        --            *
John A. Gavin(8)...............................       235,957         *              --        --            *
Thomas P. Danis(9).............................       200,000         *              --        --            *
Richard W. Vieser(10)..........................       235,957         *              --        --            *
Joseph M. Fiamingo(11).........................     1,000,000         *              --        --            *
Rodney D. Kent(3)..............................     6,100,000       5.1%             --        --          4.6%
Glenn J. Holler(12)............................       250,000         *              --        --            *
Donald F. DeKay(13)............................       720,000         *              --        --            *
Chrysant E. Makarushka(14).....................        75,000         *              --        --            *
All executive officers and directors as a group
  (10 persons)(15).............................   119,319,690     100.0%     13,000,000     100.0%       100.0%
</Table>

---------------

  * Less than one percent.

 (1) Holding Class A Common Stock is convertible into Holding Common Stock (i)
     at the option of any holder thereof at any time, (ii) at the option of
     Holding upon the occurrence of a Triggering Event (as defined below), and
     (iii) mandatorily at March 31, 2005. A "Triggering Event" means any sale of
     substantially all of the assets of Holding or any merger, consolidation or
     other business combination of Holding in which Hicks Muse and its
     affiliates cease to own at least 50% of the resulting entity. Each share of
     Holding Class A Common Stock is convertible into a fraction of a share of
     Holding Common Stock equal to the quotient of (i) the fair market value of
     a share of Holding Common Stock at the time of conversion less the sum of
     $0.99 plus imputed interest thereon at a rate of 9% per annum, compounded
     annually, at the time of conversion, divided by (ii) the fair market value
     of a share of Holding Common Stock at the time of conversion. Because the
     fraction of a share of Holding Common Stock into which Holding Class A
     Common Stock is convertible is determinable only at the time of a

                                        57
<PAGE>

conversion, shares of Class A Holding Common Stock are not included in the
shares of Holding Common Stock beneficially owned in the foregoing table.

 (2) Includes (i) shares owned of record by HM Fund II, a limited partnership of
     which the sole general partner is HM2/GP Partners, L.P., a limited
     partnership of which the sole general partner is Hicks, Muse GP Partners,
     L.P., a limited partnership of which the sole general partner is Hicks,
     Muse, Tate & Furst Fund II Incorporated, a corporation affiliated with
     Hicks Muse; (ii) shares owned of record by HM2/Wire/Hunt Partners, L.P.,
     HM2/Wire/Sunwestern Partners, L.P. and HM2/Wire/Hubbard Partners, L.P.,
     limited partnerships of which the sole general partner is HM2/GP Partners,
     L.P.; (iii) shares owned of record by Hicks, Muse, Tate & Furst Fund I
     Incorporated, a corporation affiliated with Hicks Muse; (iv) shares owned
     of record by certain individuals that Hicks Muse has the power to direct
     the voting of with respect to the election of directors; (v) warrants to
     purchase 340,201 shares of Holding Common Stock owned by HM Fund II and its
     affiliates and (vi) shares of Holding Common Stock and Holding Class A
     Common Stock owned of record by certain individuals subject to an
     irrevocable proxy in favor of Hicks Muse. Thomas O. Hicks is a controlling
     stockholder of Hicks Muse and serves as Chairman of the Board, Chief
     Executive Officer and Partner of Hicks Muse. Accordingly, Mr. Hicks may be
     deemed to be the beneficial owner of Holding Common Stock held by HM Fund
     II. Mr. Hicks disclaims beneficial ownership of Holding Common Stock not
     owned of record by him.

 (3) Includes 400,000 shares of Holding Common Stock issuable to Mr. Kent upon
     exercise of options granted under the Option Plan that are currently
     exercisable. See "Executive Compensation -- Benefit Plans -- Stock Option
     Plan."

 (4) Does not include 1,576,027 shares of Holding Common Stock issuable to Mr.
     Mills upon exercise of Performance Options that are not currently
     exercisable. See "Executive Compensation Benefit Plans -- Performance
     Options."

 (5) Includes warrants to purchase 275 shares of Holding Common Stock owned by
     Mr. Tate.

 (6) Does not include 1,225,804 shares of Holding Common Stock issuable to Mr.
     Sindelar upon exercise of Performance Options that are not currently
     exercisable. See "Executive Compensation -- Benefit Plans -- Performance
     Options."

 (7) Includes warrants to purchase 231 shares of Holding Common Stock owned by
     Mr. Furst.

 (8) Includes 100,000 shares of Holding Common Stock issuable to Mr. Gavin upon
     exercise of options granted in 1995 that are currently exercisable.

 (9) Includes 100,000 shares of Holding Common Stock issuable to Mr. Danis upon
     exercise of options granted in 1995 that are currently exercisable.

(10) Includes 100,000 shares of Holding Common Stock issuable to Mr. Vieser upon
     exercise of options granted in 1995 that are currently exercisable.

(11) Consists of 1,000,000 shares of Holding Common Stock issuable to Mr.
     Fiamingo upon exercise of options granted under the Option Plan that are
     currently exercisable. See "Executive Compensation -- Benefit
     Plans -- Stock Option Plan."

(12) Consists of 250,000 shares of Holding Common Stock issuable to Mr. Holler
     upon exercise of options granted under the Option Plan that are currently
     exercisable. See "Executive Compensation -- Benefit Plans -- Stock Option
     Plan."

(13) Includes 150,000 shares of Holding Common Stock issuable to Mr. DeKay upon
     exercise of options granted under the Option Plan that are currently
     exercisable. See "Executive Compensation -- Benefit Plans -- Stock Option
     Plan."

(14) Includes 75,000 shares of Holding Common Stock issuable to Mr. Makarushka
     upon exercise of options granted under the Option Plan that are currently
     exercisable. See "Executive Compensation -- Benefit Plans -- Stock Option
     Plan."

(15) Includes (i) shares of Holding Class A Common Stock held by executive
     officers and directors and shares of Holding Class A Common Stock as to
     which Hicks Muse has the power to vote by proxy and (ii) 3,279,513 shares
     of Holding Common Stock issuable upon exercise of options that are
     currently

                                        58
<PAGE>

     exercisable. Does not include 4,202,744 shares of Holding Common Stock
     issuable to executive officers of Holding upon the exercise of Performance
     Options and 905,000 options under the Option Plan that are not currently
     exercisable. See "Executive Compensation -- Benefit Plans -- Stock Option
     Plan" and "-- Performance Options."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATIONSHIPS WITH VIASYSTEMS GROUP, INC.

     On March 29, 2000, the Company sold its Wire Harness Segment to Viasystems
for $210.8 million in cash. The Company and Viasystems are commonly controlled
by affiliates of Hicks Muse. As such, the Company accounted for the gain on the
transaction through stockholder's equity. The purchase price was determined by
senior management of both companies. In addition, each of the boards of
directors have received opinions from nationally recognized financial advisors
that the purchase price is fair, from a financial point of view, to each of the
respective parties.

     In connection with the Wire Harness Sale, the Company entered into an
agreement to supply Viasystems' wire harness business with substantially all of
their insulated wire requirements through 2003, which is a continuation of
existing practice. In connection with such sale, the Company agreed to indemnify
Viasystems for certain product liability claims, as described in the purchase
agreement (See Note 6 to the Company's Consolidated Financial Statements).
During the year ended December 31, 2001 the Company had sales to Viasystems of
$34.5 million.

RELATIONSHIPS WITH JAMES N. MILLS

  PURCHASE OF CORPORATE ASSETS

     In July 2001, James N. Mills resigned as Chief Executive Officer of Holding
and the Company but remained on the board of directors through February 2002. In
August 2001, the Company sold certain corporate assets to Mr. Mills for $1,150.
Prior to the sale of the assets, the Company obtained an independent appraisal
of the assets, which supported the sales price. The assets had a carrying value
of $1,001 and the Company recorded a gain on sale of property, plant and
equipment in the amount of $149 related to the transaction.

RELATIONSHIPS WITH HICKS MUSE

  MONITORING AND OVERSIGHT AGREEMENT

     On June 12, 1995, Holding and the Company entered into a ten-year agreement
(the "Monitoring and Oversight Agreement") with Hicks, Muse & Co. Partners, L.P.
("Hicks Muse Partners"), a limited partnership of which the sole general partner
is HM Partners Inc., a corporation affiliated with Hicks Muse, pursuant to which
they pay an annual fee of $0.5 million for oversight and monitoring services to
Holding and the Company. The annual fee is adjustable at the end of each fiscal
year to an amount equal to 0.1% of the consolidated net sales of the Company,
but in no event less than $0.5 million. Hicks Muse Partners also will be
entitled to receive a fee equal to 1.5% of the transaction value (as defined)
for each add-on transaction (as defined) in which the Company is involved. The
term "transaction value" means the total value of any add-on transaction,
including, without limitation, the aggregate amount of the funds required to
complete the add-on transaction (excluding any fees payable pursuant to the
Monitoring and Oversight Agreement and any fees, if any, paid to any other
person or entity for financial advisory, investment banking, brokerage, or any
other similar services rendered in connection with such add-on transaction)
including the amount of any indebtedness, preferred stock or similar items
assumed (or remaining outstanding). The term "add-on transaction" means any
future proposal for a tender offer, acquisition, sale, merger, exchange offer,
recapitalization, restructuring, or other similar transaction directly or
indirectly involving Holding, the Company, or any of their respective
subsidiaries and any other person or entity.

     Messrs. Tate and Furst, directors of Holding and the Company, are each
principals of Hicks Muse Partners. In addition, Holding and the Company have
agreed to indemnify Hicks Muse Partners, its affiliates

                                        59
<PAGE>

and shareholders, and their respective directors, officers, agents, employees
and affiliates from and against all claims, actions, proceedings, demands,
liabilities, damages, judgments, assessments, losses and costs, including fees
and expenses, arising out of or in connection with the services rendered by
Hicks Muse Partners in connection with the Monitoring and Oversight Agreement.

     The Monitoring and Oversight Agreement makes available the resources of
Hicks Muse Partners concerning a variety of financial and operational matters.
The services that have been and will continue to be provided by Hicks Muse
Partners could not otherwise be obtained by Holding and the Company without the
addition of personnel or the engagement of outside professional advisors. In
management's opinion, the fees provided for under this agreement reasonably
reflect the benefits received and to be received by Holding and the Company.

STOCKHOLDERS AGREEMENT

     Each investor in any class of common stock of Holding has entered into a
stockholders agreement (the "Stockholders Agreement").

     The Stockholders Agreement, among other things, grants preemptive rights
and certain registration rights to the parties thereto and contains provisions
requiring the parties thereto to sell their shares of common stock in connection
with certain sales of Holding's common stock by Hicks Muse ("drag-along right")
and granting the parties thereto the right to include a portion of their shares
of common stock in certain sales in which Hicks Muse does not exercise its
drag-along rights ("tag-along rights"). In addition, the Stockholders agreement
contains an irrevocable proxy pursuant to which all parties to the Stockholders
Agreement grant to Hicks Muse the power to vote all shares of Holding Common
Stock held by such parties. The Stockholders Agreement terminates on its tenth
anniversary date, although the preemptive rights, drag-along rights and tag-
along rights contained therein terminate earlier upon the consummation of a firm
commitment underwritten public offering of Holding Common Stock.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

     See Index to Financial Statements and Financial Schedules on page 23 of
this report.

Exhibits

<Table>
<Caption>
EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
<S>      <C>  <C>
3.1      --   Restated Certificate of Incorporation of International >Wire
              Group, Inc.(4)
3.2      --   By-Laws of International Wire Group, Inc.(1)
4.1      --   Indenture, dated as of June 12, 1995, among International
              Wire Group, Inc., as Issuer, the Subsidiary Guarantors (as
              therein defined) and IBJ Schroder Bank & Trust Company, as
              Trustee.(1)
4.2      --   Form of the 11 3/4% Note (included in Exhibit 4.1, Exhibit
              A)
4.3      --   Exchange and Registration Rights Agreement, dated as of June
              12, 1995, among International Wire Group, Inc., the
              Subsidiary Guarantors (as therein defined), Chemical
              Securities Inc. and BT Securities Corporation.(1)
4.4      --   First Supplemental Indenture, dated as of March 5, 1996, by
              and among International Wire Group, Inc., Wire Technologies,
              Inc., the subsidiary guarantors party thereto, and IBJ
              Schroder Bank & Trust Company, as Trustee.(2)
4.5      --   Certificate of Designation of Series A Senior Cumulative
              Exchangeable Redeemable Preferred Stock of International
              Wire Group, Inc.(2)
4.6      --   Second Supplemental Indenture, dated as of December 20,
              1996, by International Wire Group, Inc. the subsidiary
              guarantors party thereto, and IBJ Schroder Bank and Trust
              Company, as Trustee.(4)
</Table>

                                        60
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
<S>      <C>  <C>
4.7      --   Indenture, dated as of February 12, 1997, among
              International Wire Group, Inc., as Issuer, the Subsidiary
              Guarantors (as therein defined) and IBJ Schroder Bank and
              Trust Company, as Trustee.(5)
4.8      --   Form of 14% Note (included in Exhibit 4.7, Exhibit A).
4.9      --   Preferred Stock and Warrant Purchase Agreement dated as of
              March 5, 1996, by and among International Wire Holding
              Company, International Wire Group, Inc., Chemical Equity
              Associates and Hicks, Muse, Tate & Furst Equity Fund II,
              L.P.(5)
4.10     --   Third Supplemental Indenture, dated as of February 12, 1997,
              by and among International Wire Group, Inc., the subsidiary
              guarantors party thereto, and IBJ Schroder Bank and Trust
              Company, as Trustee.(5)
4.11     --   First Supplemental Indenture, dated as of June 10, 1997, by
              and among International Wire Group, Inc., the subsidiary
              guarantors party thereto, and IBJ Schroder Bank and Trust
              Company, as Trustee.(5)
4.12     --   Indenture, dated as of June 17, 1997, among International
              Wire Group, Inc., as Issuer, the Subsidiary Guarantors (as
              therein defined) and IBJ Schroder Bank and Trust Company, as
              Trustee.(5)
4.13     --   Form of 11 3/4% Series B Note (included in Exhibit 4.12,
              Exhibit (A))
4.14     --   Second Amended and Restated Credit Agreement, dated December
              20, 2001, among International Wire Holding Company, the
              several lenders from Time to Time Parties thereto, and JP
              Morgan Chase Bank as Administrative Agent.*
10.3     --   Agreement of Sublease, dated as of December 31, 1991,
              between Oneida County Industrial Development Agency and OWI
              Corporation.(1)
10.4     --   Agreement of Sublease, dated as of December 31, 1991,
              between Onondaga County Industrial Development Agency and
              OWI Corporation.(1)
10.8+    --   Employment Agreement, dated as of June 12, 1995, among
              International Wire Holding Company, International Wire Group
              Inc. and certain of its subsidiaries and James N. Mills.(3)
10.9+    --   Employment Agreement, dated as of June 12, 1995, among
              International Wire Holding Company, International Wire Group
              Inc. and certain of its subsidiaries and David M.
              Sindelar.(3)
10.10+   --   Employment Agreement, dated as of March 14, 1995, between
              Omega Wire, Inc. and Rodney D. Kent.(1)
10.11+   --   Option Agreement, dated as of March 31, 1995, between Omega
              Wire Corp. and James N. Mills.(1)
10.12+   --   Option Agreement, dated as of March 31, 1995, between Omega
              Wire Corp. and David M. Sindelar.(1)
10.13+   --   Option Agreement dated as of June 12, 1995, between Omega
              Wire Corp. and David M. Sindelar.(1)
10.14+   --   Option Agreement dated as of June 12, 1995, between
              International Wire Group, Inc. and David M. Sindelar.(1)
10.15    --   Stockholders Agreement dated as of June 12, 1995, among
              International Wire Holding Company and the Stockholders
              signatories thereto.(1)
10.16    --   Monitoring and Oversight Agreement dated as of June 12,
              1995, among International Wire Holding Company,
              International Wire Group, Inc. and Hicks, Muse & Co.
              Partners, L.P.(1)
10.17+   --   1995 Stock Option Plan of International Wire Holding
              Company.(3)
10.18+   --   Form of Option Agreement of International Wire Holding
              Company under 1995 Stock Option Plan.(3)
10.21+   --   Employment Agreement, dated as of September 25, 1996, among
              International Wire Holding Company and International Wire
              Group, Inc. and Joseph M. Fiamingo.(4)
10.22+   --   Option Agreement, dated as of November 5, 1995, between
              International Wire Holding Company and Joseph M.
              Fiamingo.(4)
</Table>

                                        61
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
<S>      <C>  <C>
10.23+   --   Option Agreement, dated as of November 6, 1996, between
              International Wire Holding Company and Joseph M.
              Fiamingo.(4)
10.24    --   First Amendment to Amended and Restated Credit Agreement,
              dated as of June 17, 1997, among International Wire Group,
              Inc., International Wire Holding Company, the Several
              Lenders from time to time parties thereto, the Chase
              Manhattan Bank, as Administrative Agent, and Bankers Trust
              Company, as Documentation Agent.(5)
10.26+   --   Option Agreement, dated as of August 6, 1996, between
              International Wire Holding Company and Glenn J. Holler.(6)
10.28+   --   Employment Agreement, dated as of November 13, 1999, among
              International Wire Holding Company and International Wire
              Group, Inc. and Glenn J. Holler.(7)
10.29+   --   Employment Agreement, dated as of November 13, 1999, among
              International Wire Holding Company and International Wire
              Group, Inc. and Joseph M. Fiamingo.(7)
21.1     --   Subsidiaries of International Wire Group, Inc.*
</Table>

---------------

(1) Incorporated by reference to the Registration Statement on Form S-1
    (33-93970) of International Wire Group, Inc. as declared effective by the
    Securities and Exchange Commission on September 29, 1995.

(2) Incorporated by reference to the Current Report on Form 8-K of International
    Wire Group, Inc. as filed with the Securities Exchange Commission on March
    20, 1996.

(3) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1995.

(4) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1996.

(5) Incorporated by reference to the Registration Statement on Form S-1
    (333-26925) of International Wire Group, Inc. as declared effective by the
    Securities and Exchange Commission on November 12, 1997.

(6) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1997.

(7) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1999.

 *  Filed herewith.

 +  Indicates compensatory plan or arrangement.

(b) Reports on Form 8-K

     The Company did not file a report on Form 8-K with the Securities and
Exchange Commission during the quarter ended December 31, 2001.

                                        62
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          INTERNATIONAL WIRE GROUP, INC.

                                          By:      /s/ GLENN J. HOLLER
                                            ------------------------------------
                                                      Glenn J. Holler,
                                              Senior Vice President and Chief
                                                      Financial Officer

Date: March 19, 2002

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<Table>
<Caption>
                    SIGNATURE                                      TITLE                       DATE
                    ---------                                      -----                       ----
<S>     <C>                                          <C>                                  <C>

               /s/ CHARLES W. TATE                    Chairman of the Board of Holding    March 19, 2002
 ------------------------------------------------             and the Company
                (Charles W. Tate)


              /s/ DAVID M. SINDELAR                  Chief Executive Officer, President   March 19, 2002
 ------------------------------------------------    and Director of Holding and Chief
               (David M. Sindelar)                   Executive Officer and Director of
                                                      the Company (Principal Executive
                                                                  Officer)


               /s/ GLENN J. HOLLER                    Senior Vice President and Chief     March 19, 2002
 ------------------------------------------------     Financial Officer of Holding and
                (Glenn J. Holler)                     the Company (Principal Financial
                                                          and Accounting Officer)


               /s/ THOMAS P. DANIS                      Director of Holding and the       March 19, 2002
 ------------------------------------------------                 Company
                (Thomas P. Danis)


                /s/ JACK D. FURST                       Director of Holding and the       March 19, 2002
 ------------------------------------------------                 Company
                 (Jack D. Furst)


                /s/ JOHN A. GAVIN                       Director of Holding and the       March 19, 2002
 ------------------------------------------------                 Company
                 (John A. Gavin)


              /s/ RICHARD W. VIESER                     Director of Holding and the       March 19, 2002
 ------------------------------------------------                 Company
               (Richard W. Vieser)


                /s/ RODNEY D. KENT                   Director of Holding and Director,    March 19, 2002
 ------------------------------------------------      President and Chief Operating
                 (Rodney D. Kent)                          Officer of the Company


              /s/ JOSEPH M. FIAMINGO                  Chairman and Director of Holding    March 19, 2002
 ------------------------------------------------             and the Company
               (Joseph M. Fiamingo)
</Table>

                                        63
<PAGE>

             SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
 FILED PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT BY REGISTRANTS
 WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES
                                  EXCHANGE ACT

     The registrant has not sent to its security holders any annual report to
security holders covering the registrant's last fiscal year or sent any proxy
statement, form of proxy or other proxy soliciting material with respect to any
annual or special meeting of security holders to more than ten of the
registrant's security holders.

                                        64
<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
<S>      <C>  <C>
3.1      --   Restated Certificate of Incorporation of International >Wire
              Group, Inc.(4)
3.2      --   By-Laws of International Wire Group, Inc.(1)
4.1      --   Indenture, dated as of June 12, 1995, among International
              Wire Group, Inc., as Issuer, the Subsidiary Guarantors (as
              therein defined) and IBJ Schroder Bank & Trust Company, as
              Trustee.(1)
4.2      --   Form of the 11  3/4% Note (included in Exhibit 4.1, Exhibit
              A)
4.3      --   Exchange and Registration Rights Agreement, dated as of June
              12, 1995, among International Wire Group, Inc., the
              Subsidiary Guarantors (as therein defined), Chemical
              Securities Inc. and BT Securities Corporation.(1)
4.4      --   First Supplemental Indenture, dated as of March 5, 1996, by
              and among International Wire Group, Inc., Wire Technologies,
              Inc., the subsidiary guarantors party thereto, and IBJ
              Schroder Bank & Trust Company, as Trustee.(2)
4.5      --   Certificate of Designation of Series A Senior Cumulative
              Exchangeable Redeemable Preferred Stock of International
              Wire Group, Inc.(2)
4.6      --   Second Supplemental Indenture, dated as of December 20,
              1996, by International Wire Group, Inc. the subsidiary
              guarantors party thereto, and IBJ Schroder Bank and Trust
              Company, as Trustee.(4)
4.7      --   Indenture, dated as of February 12, 1997, among
              International Wire Group, Inc., as Issuer, the Subsidiary
              Guarantors (as therein defined) and IBJ Schroder Bank and
              Trust Company, as Trustee.(5)
4.8      --   Form of 14% Note (included in Exhibit 4.7, Exhibit A).
4.9      --   Preferred Stock and Warrant Purchase Agreement dated as of
              March 5, 1996, by and among International Wire Holding
              Company, International Wire Group, Inc., Chemical Equity
              Associates and Hicks, Muse, Tate & Furst Equity Fund II,
              L.P.(5)
4.10     --   Third Supplemental Indenture, dated as of February 12, 1997,
              by and among International Wire Group, Inc., the subsidiary
              guarantors party thereto, and IBJ Schroder Bank and Trust
              Company, as Trustee.(5)
4.11     --   First Supplemental Indenture, dated as of June 10, 1997, by
              and among International Wire Group, Inc., the subsidiary
              guarantors party thereto, and IBJ Schroder Bank and Trust
              Company, as Trustee.(5)
4.12     --   Indenture, dated as of June 17, 1997, among International
              Wire Group, Inc., as Issuer, the Subsidiary Guarantors (as
              therein defined) and IBJ Schroder Bank and Trust Company, as
              Trustee.(5)
4.13     --   Form of 11  3/4% Series B Note (included in Exhibit 4.12,
              Exhibit (A))
4.14     --   Second Amended and Restated Credit Agreement, dated December
              20, 2001, among International Wire Holding Company, the
              several lenders from Time to Time Parties thereto, and JP
              Morgan Chase Bank as Administrative Agent. *
10.3     --   Agreement of Sublease, dated as of December 31, 1991,
              between Oneida County Industrial Development Agency and OWI
              Corporation.(1)
10.4     --   Agreement of Sublease, dated as of December 31, 1991,
              between Onondaga County Industrial Development Agency and
              OWI Corporation.(1)
10.8+    --   Employment Agreement, dated as of June 12, 1995, among
              International Wire Holding Company, International Wire Group
              Inc. and certain of its subsidiaries and James N. Mills.(3)
10.9+    --   Employment Agreement, dated as of June 12, 1995, among
              International Wire Holding Company, International Wire Group
              Inc. and certain of its subsidiaries and David M.
              Sindelar.(3)
10.10+   --   Employment Agreement, dated as of March 14, 1995, between
              Omega Wire, Inc. and Rodney D. Kent.(1)
10.11+   --   Option Agreement, dated as of March 31, 1995, between Omega
              Wire Corp. and James N. Mills.(1)
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
<S>      <C>  <C>
10.12+   --   Option Agreement, dated as of March 31, 1995, between Omega
              Wire Corp. and David M. Sindelar.(1)
10.13+   --   Option Agreement dated as of June 12, 1995, between Omega
              Wire Corp. and David M. Sindelar.(1)
10.14+   --   Option Agreement dated as of June 12, 1995, between
              International Wire Group, Inc. and David M. Sindelar.(1)
10.15    --   Stockholders Agreement dated as of June 12, 1995, among
              International Wire Holding Company and the Stockholders
              signatories thereto.(1)
10.16    --   Monitoring and Oversight Agreement dated as of June 12,
              1995, among International Wire Holding Company,
              International Wire Group, Inc. and Hicks, Muse & Co.
              Partners, L.P.(1)
10.17+   --   1995 Stock Option Plan of International Wire Holding
              Company.(3)
10.18+   --   Form of Option Agreement of International Wire Holding
              Company under 1995 Stock Option Plan.(3)
10.21+   --   Employment Agreement, dated as of September 25, 1996, among
              International Wire Holding Company and International Wire
              Group, Inc. and Joseph M. Fiamingo.(4)
10.22+   --   Option Agreement, dated as of November 5, 1995, between
              International Wire Holding Company and Joseph M.
              Fiamingo.(4)
10.23+   --   Option Agreement, dated as of November 6, 1996, between
              International Wire Holding Company and Joseph M.
              Fiamingo.(4)
10.24    --   First Amendment to Amended and Restated Credit Agreement,
              dated as of June 17, 1997, among International Wire Group,
              Inc., International Wire Holding Company, the Several
              Lenders from time to time parties thereto, the Chase
              Manhattan Bank, as Administrative Agent, and Bankers Trust
              Company, as Documentation Agent.(5)
10.26+   --   Option Agreement, dated as of August 6, 1996, between
              International Wire Holding Company and Glenn J. Holler.(6)
10.28+   --   Employment Agreement, dated as of November 13, 1999, among
              International Wire Holding Company and International Wire
              Group, Inc. and Glenn J. Holler. (7)
10.29+   --   Employment Agreement, dated as of November 13, 1999, among
              International Wire Holding Company and International Wire
              Group, Inc. and Joseph M. Fiamingo. (7)
21.1     --   Subsidiaries of International Wire Group, Inc.*
</Table>

---------------

(1) Incorporated by reference to the Registration Statement on Form S-1
    (33-93970) of International Wire Group, Inc. as declared effective by the
    Securities and Exchange Commission on September 29, 1995.

(2) Incorporated by reference to the Current Report on Form 8-K of International
    Wire Group, Inc. as filed with the Securities Exchange Commission on March
    20, 1996.

(3) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1995.

(4) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1996.

(5) Incorporated by reference to the Registration Statement on Form S-1
    (333-26925) of International Wire Group, Inc. as declared effective by the
    Securities and Exchange Commission on November 12, 1997.

(6) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1997.

(7) Incorporated by reference to the Annual Report on Form 10-K of International
    Wire Group, Inc. for the fiscal year ended December 31, 1999.

 *  Filed herewith.

 +  Indicates compensatory plan or arrangement.