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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K
[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

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

             FOR THE TRANSITION PERIOD FROM           TO

                        COMMISSION FILE NUMBER 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, 2001
                    -----                                    -----------------
<S>                                            <C>
                 Common Stock                                      1,000
</TABLE>

                      DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

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          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 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 industrial
equipment industries. The Company manufactures and distributes its products at
29 facilities located in the United States, Italy, the Philippines and France.

     - Bare Wire Products.  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 1,500 insulated wire manufacturers and various industrial
       original equipment manufacturers ("OEMs") for use in electronics and data
       communications products, industrial equipment, appliances, automobiles
       and other applications.

     - Insulated Wire Products.  The Company's insulated wire products (copper
       conductors insulated with plastic, rubber or other polymeric compounds)
       are primarily manufactured for the automotive and appliance end markets.
       The 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 wire and submersible 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") and Mills & Partners, Inc. ("Mills & Partners")
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 and Mills & Partners 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 a series of acquisitions and mergers,

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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 its construction of a
facility in Cebu, Philippines and began operations. The Cebu facility allows 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 compliments the
Company's existing business in Italy as well as expands sales opportunities
throughout Europe.

     In March 2000, the Company sold the Wire Harness Segment (as hereinafter
defined), to 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 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.

PRODUCTS AND MARKETS

     Prior to the Wire Harness Sale, the Company conducted its operations
through two segments: (i) the design, manufacture and marketing of bare and
tin-plated copper wire products and insulated copper wire products (the "Wire
Segment"), and (ii) the design, 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
utilize the wire harnesses assemblies in the manufacture of refrigerators,
washers, dryers, ranges and dishwashers (the "Wire Harness Segment"). With the
sale of the Wire Harness 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

     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 then sell the insulated wire to a variety of
customers in the following markets: appliance; automotive; industrial equipment;
heating, ventilating and air conditioning ("HVAC") systems; safety and security
control systems; mass transit; utility power distribution; telecommunication
switching equipment; mining and oil exploration; cable television and cellular

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telephone tower. 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 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 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

     The Company's sales of insulated wire products are primarily to companies
that assemble wire harnesses. These independent wire harness fabricators then
sell wire harnesses to automotive and appliance OEMs. The Company divides its
customers who manufacture wire harnesses into three broad groups: (i) 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 Packard, formerly a division of GM that has
in-house wire and wire harness manufacturing capability); (ii) suppliers to the
North American facilities of Japanese automakers, that utilize "thin-wall"
insulated wire which complies with Japanese Industrial Standards ("JIS"); and
(iii) 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

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<PAGE>   5

       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, 2000, 1999 and 1998, the
Company had sales to Lear Corporation which represented 13%, 15% and 10% of the
Companies 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 has operations in the Philippines, Italy and France. For the
years ended December 31, 2000, 1999 and 1998, approximately 12%, 4% and 1% of
the Company's sales from continuing operations originated from these foreign
subsidiaries. A portion of these sales were to Tier 1 automotive 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 a further discussion about the Company's foreign currency
risk.

RAW MATERIALS

     The principal raw material used by the Company is copper, which is
purchased in the form of 5/16 inch rod primarily 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.

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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 which 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 Company maintains advanced quality assurance and testing
equipment to ensure the products it manufactures will consistently meet customer
quality requirements. 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, 2000, the Company had fourteen facilities dedicated to
the production and distribution of bare wire products. Six of these facilities
are located in New York, two are located in Arkansas, 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.

     - 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. Bunched wire is
       typically used in power cords for lights and appliances. 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, 2000, the Company had fifteen manufacturing and
distribution facilities used to produce and distribute insulated wire. Five of
the manufacturing facilities are located in Indiana, four are located in Texas,
three are located in Alabama, one is located in the Philippines and one is
located in France.

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The Company has one distribution facility in Texas. 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 one patent, one patent pending, six registered trademarks
and three trademark applications pending. 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, 2000, the Company employed approximately 2,850 full time
employees. The Company believes that it has a good relationship with its
employees.

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

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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 its Camden, New York and Jordan, New York facilities.

     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. 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 Amended and
Restated Credit Agreement dated as of February 12, 1997, with the J.P. Morgan
Chase Bank, Bankers Trust Company and the other lenders party thereto, as
amended (the "Senior Bank Facility").

     Listed below are the principal manufacturing and distribution facilities
operated by the Company as of December 31, 2000:

<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
Pine Bluff, Arkansas.........    130,000         Owned      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
Pine Bluff, Arkansas.........     40,000         Owned      Shielding and braided 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(4)   Appliance and automotive
</TABLE>

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<TABLE>
<CAPTION>
LOCATION                       SQUARE FEET   OWNED/LEASED     PRIMARY PRODUCTS/END USE
--------                       -----------   ------------     ------------------------
<S>                            <C>           <C>            <C>
Beynost, France..............     82,000         Owned      Automotive
Corunna, Indiana.............     72,000         Owned      Appliance
El Paso, Texas...............     70,000         Owned      Automotive
Elkmont, Alabama.............     65,000         Owned      Appliance and automotive
Kendallville, Indiana........     61,000        Leased(4)   Appliance and automotive
Kendallville, Indiana........     60,000         Owned      Appliance and automotive
El Paso, Texas...............     60,000         Owned      Automotive
Albion, Indiana..............     53,000         Owned      Appliance and automotive
Elkmont, Alabama.............     52,000         Owned      Automotive
El Paso, Texas...............     50,000        Leased(3)   Distribution
Ardmore, Alabama.............     45,000         Owned      Automotive
El Paso, Texas...............     28,000        Leased(4)   Automotive
</TABLE>

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

(1) The leases on the Company's Camden, New York and Jordan, New York facilities
    have remaining terms of approximately 11 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 four years.

(3) The lease has a remaining term of approximately two years.

(4) The lease has a remaining term of approximately one year.

     The Company believes its plants and equipment include state-of-the-art
technology and are well maintained. Subsequent to year-end, the Company
announced its intention to realign its capacity for insulated wire products. See
Note 13 to the Company's Consolidated Financial Statements for information
regarding the Company's plan to realign capacity. In connection with the
realignment, the Company will close three of its plants, which are located in
Ardmore, Alabama; Elkmont, Alabama; and Corunna, Indiana. The production
capacity for these locations will be primarily transferred and consolidated into
the Company's plants in Texas, which will be expanded as necessary to
accommodate the production transfer. 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.

     Additionally, in connection with the Wire Harness Sale, 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"). During the third quarter of 2000, The
Company and Viasystems reached a settlement in the Whirlpool Case and agreed to
pay the plaintiff approximately $3.7 million. The Company recognized a charge to
income (loss) from discontinued operations of $2.1 million, net of income tax
benefit, as a result of this settlement.

     Also in connection with the Wire Harness Sale, the Company agreed to
indemnify Viasystems for any current or future liabilities associated with the
IRS examination of the U.S. income tax return of KILP for the tax period ended
December 21, 1992 (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 the Company agreed to pay $2.0 million as a result of this
settlement.

     The Company also agreed to indemnify Viasystems for certain claims and
litigation including any current or future claims related to a specific product
liability issue. The Company expects the frequency and per

                                        8
<PAGE>   10

incident dollar value of these product liability claims to decrease
substantially as the products are now beyond their reasonable useful life. The
Company has begun to refuse these claims and anticipates litigating the
individual cases.

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 2000.

                                    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 Senior Bank Facility 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, 2000.

                                        9
<PAGE>   11

ITEM 6. SELECTED FINANCIAL DATA

     The selected financial data set forth below presents financial information
for the Company for the years ended December 31, 2000, 1999, 1998, 1997 and
1996, 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,
                                            ------------------------------------------------------------
                                              2000         1999         1998         1997         1996
                                            --------     --------     --------     --------     --------
                                                                   (IN THOUSANDS)
<S>                                         <C>          <C>          <C>          <C>          <C>
RESULTS OF OPERATIONS:
  Net sales...............................  $564,250     $481,665     $497,540     $549,546     $398,003
  Cost of goods sold......................   419,172      346,975      367,420      430,870      314,865
  Selling, general and administrative
    expenses(1)...........................    47,123       40,504       44,561       43,453       32,478
  Depreciation and amortization...........    36,206       35,537       34,999       29,224       25,411
  Impairment, unusual and plant closing
    charges(2)............................       650           --           --        2,000       51,415
  Loss on sale of property, plant and
    equipment.............................       543           --           --           --           --
  Inventory valuation adjustment(3).......        --           --           --        8,500        8,500
                                            --------     --------     --------     --------     --------
  Operating income (loss).................    60,556       58,649       50,560       35,499      (34,666)
  Interest expense........................   (40,804)     (43,955)     (44,292)     (44,407)     (34,865)
  Amortization of deferred financing
    costs.................................    (2,097)      (2,521)      (2,461)      (2,587)      (2,590)
  Other, net..............................      (222)          --           99           11         (280)
                                            --------     --------     --------     --------     --------
  Income (loss) from continuing operations
    before income tax provision,
    cumulative effect of change in
    accounting principle and extraordinary
    item..................................    17,433       12,173        3,906      (11,484)     (72,401)
  Income tax provision....................     7,799        4,613        3,348       (3,261)      (4,358)
                                            --------     --------     --------     --------     --------
  Income (loss) from continuing operations
    before cumulative effect of change in
    accounting principle and extraordinary
    item..................................     9,634        7,560          558       (8,223)     (68,043)
  Income (loss) from discontinued
    operations, net of income taxes of
    ($1,261), $4,355, $6,654, $5,915 and
    $5,620, respectively(4)...............      (157)       6,364        9,097        8,194      (25,126)
                                            --------     --------     --------     --------     --------
  Income (loss) before cumulative effect
    of change in accounting principle and
    extraordinary item....................     9,477       13,924        9,655          (29)     (93,169)
  Cumulative effect of change in
    accounting for start-up costs, net of
    tax benefit of $592...................        --         (818)(5)       --           --           --
                                            --------     --------     --------     --------     --------
  Income (loss) before extraordinary
    item..................................     9,477       13,106        9,655          (29)     (93,169)
  Extraordinary item -- loss related to
    the early extinguishment of debt, net
    of tax benefit of $2,073 and $1,679,
    respectively..........................    (2,747)(6)       --           --       (2,991)(6)       --
                                            --------     --------     --------     --------     --------
         Net income (loss)................  $  6,730     $ 13,106     $  9,655     $ (3,020)    $(93,169)
                                            ========     ========     ========     ========     ========
OTHER DATA:
  EBITDA, as adjusted(7)..................  $ 98,035     $ 92,644     $ 89,717     $ 79,233     $ 54,347
  Capital expenditures from continuing
    operations............................    22,469       19,883       29,288       25,896       13,161
  Total assets............................   585,734      678,107      639,114      628,048      531,020
  Long-term obligations (including current
    maturities)...........................   335,433      535,944      527,205      523,795      447,667
</TABLE>

                                        10
<PAGE>   12

<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                            ------------------------------------------------------------
                                              2000         1999         1998         1997         1996
                                            --------     --------     --------     --------     --------
                                                                   (IN THOUSANDS)
<S>                                         <C>          <C>          <C>          <C>          <C>
CASH FLOW DATA:
  Net cash from (used in) operating
    activities............................  $ 34,610     $ 51,475     $ 40,646     $ 33,998     $ 31,980
  Net cash from (used in) investing
    activities............................   (18,165)     (50,506)     (42,120)     (86,756)    (176,108)
  Net cash from (used in) financing
    activities............................     8,410        6,456        1,474       52,758      144,128
</TABLE>

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

(1) Includes non-cash compensation expense (income) related to the stock
    appreciation of Holding Class A Common Stock (as defined herein) in the
    amount of $80, ($1,542), $4,158, $4,010 and $3,687 for the years ended
    December 31, 2000, 1999, 1998, 1997 and 1996, respectively. See Note 2 to
    the Company's Consolidated Financial Statements and Item 12, "Securities
    Ownership."

(2) Consists of charges relating to employee severance agreements in the amount
    of $650 in 2000, charges relating to plant closings in the amounts of $2,000
    and $6,000 in the years ended December 31, 1997 and 1996, respectively, and
    charges related to the write-off of goodwill principally related to the
    Original Wirekraft Acquisition in the amount of $45,415 in 1996.

(3) 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 1997 and 1996. See Note 3 to the
    Company's Consolidated Financial Statements included herein.

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

(5) 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.

(6) 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.

(7) "EBITDA, as adjusted" is defined as operating income (loss) plus
    depreciation, amortization of intangible assets, impairment, unusual and
    plant closing charges, loss on sale of property, plant and equipment 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 Indentures
    relating to its Senior Subordinated Notes and the Senior Bank Facility 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."

                                        11
<PAGE>   13

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, 2000, 1999 and 1998, and should be used in reviewing the
discussion and analysis of results of operations and liquidity and capital
resources.

     In March 2000, the Company consummated the Wire Harness Sale for $210.8
million in cash (See Notes 1 and 6 to the Company's Consolidated Financial
Statements included herein for a 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 year ended
December 31, 2000, are the results of operations of the Forissier Group, which
was acquired at the end of 1999. Included in the year ended December 31, 1998,
are the results of operations of Spargo Wire from April 1, 1998, the date Spargo
Wire was acquired by the Company, and the results of operations of Italtrecce
from July 1, 1998, the date Italtrecce was acquired by the Company.

     A portion of the Company's revenues is derived from processing
customer-owned ("tolled") copper. The value of tolled copper is excluded from
both sales and costs of sales of the Company, as title to these materials and
the related risks of ownership do not pass to the Company. The cost of copper
has historically been subject to fluctuations. While fluctuations in the price
of copper may directly affect the per unit prices of the Company's products,
these fluctuations have not had, nor are expected to have, a material impact on
the Company's profitability due to copper price pass-through arrangements that
the Company has with its customers. These sales arrangements are based on
similar variations of monthly copper price formulas. Use of these copper price
formulas minimizes the differences between raw material copper costs charged to
the cost of sales and the pass-through pricing charged to customers.

                             RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
                                                       ------------------------------
                                                         2000       1999       1998
                                                       --------   --------   --------
                                                               (IN THOUSANDS)
<S>                                                    <C>        <C>        <C>
Net sales............................................  $564,250   $481,665   $497,540
Cost of goods sold...................................   419,172    346,975    367,420
Selling, general and administrative expenses.........    47,123     40,504     44,561
Depreciation and amortization........................    36,206     35,537     34,999
Loss on sale of property, plant and equipment........       543         --         --
Unusual item.........................................       650         --         --
                                                       --------   --------   --------
          Operating income...........................  $ 60,556   $ 58,649   $ 50,560
                                                       ========   ========   ========
</TABLE>

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 the New
York Mercantile Exchange, Inc. ("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.

     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

                                        12
<PAGE>   14

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.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

     Net sales for the year ended December 31, 1999, were $481.7 million,
representing a $15.9 million, or 3.2% decrease compared to 1998. Increased sales
of bare wire products into the industrial market were more than offset by the
decrease in the average price of copper and lower sales of insulated wire
products to the automotive industry in the first half of 1999. This decrease in
sales to the automotive industry was due primarily to a decision by some of the
Company's customers, who are suppliers to U.S. facilities of Japanese
automakers, to shift some of their wire production in-house to better utilize
their available capacity caused in part by the 1998 Asian financial crisis. The
average price of copper based upon COMEX decreased to $0.72 per pound during
1999, from $0.75 per pound during 1998.

     Cost of goods sold as a percentage of sales improved to 72.0% for the year
ended December 31, 1999, from 73.8% for the same period in 1998. This
improvement was the result of cost reductions from material savings, operating
efficiencies, equipment upgrades, previous plant consolidations, increased
volume at a lower cost facility in the Philippines and the impact of lower of
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.

     Selling, general and administrative expenses were $40.5 million for the
year ended December 31, 1999, compared to $44.6 million in 1998. This decrease
was due to non-cash compensation income recognized in 1999 of $1.5 million
compared to a similar non-cash compensation expense recognized in 1998 of $4.2
million. The decrease was partially offset by the incremental costs associated
with a full year of operations from Spargo Wire and Italtrecce, both acquired in
1998. Selling, general and administrative expenses as a percent of net sales
improved from 9.0% for the year ended December 31, 1998 to 8.4% in 1999. This
improvement was primarily due to the effects of the non-cash compensation income
and expense and was partially offset by the effect of lower copper prices on net
sales in 1999.

     Depreciation and amortization was $35.5 million for the year ended December
31, 1999, as compared to $35.0 million for the same period in 1998. The increase
of $0.5 million was the result of additional depreciation and amortization of
goodwill related to the acquisitions of Spargo Wire and Italtrecce and increased
capital expenditures.

                                        13
<PAGE>   15

                        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 generated by continuing operations was $43.8 million and $26.9
million for the years ended December 31, 2000 and 1999, respectively. This
increase was primarily due to increased income from continuing operations and
improved accounts receivable collections. Net cash used by discontinued
operations was $9.2 million in 2000, compared to net cash provided of $24.5
million in 1999.

     Net cash used in investing activities was $18.2 million in 2000, compared
to $50.5 million in 1999. 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. Net cash used in
investing activities in 1999 included $20.0 million for the acquisition of the
Forissier Group, $19.9 million for capital expenditures on continuing operations
and $10.6 million for capital expenditures on discontinued operations.

     Net cash generated by continuing operations was $26.9 million and $19.5
million for the years ended December 31, 1999 and 1998, respectively. This
increase was primarily due to increased income from continuing operations and
increased accounts payable. This increase was partially offset by increased
accounts receivable. Net cash generated by discontinued operations was $24.5 in
1999 compared to $21.1 in 1998.

     Net cash used in investing activities was $50.5 million in 1999 compared to
$42.1 million in 1998. This change was primarily due to an increase in net cash
used for acquisitions and capital expenditures by discontinued operations
partially offset by reduced capital expenditures by continuing operations.

  Financing Arrangements

     In connection with the Wire Harness Sale, the Company received net proceeds
of $209.3 million which it used to repay a substantial portion of its Senior
Bank Facility. The proceeds received from the sale are accounted for by the
Company as a contribution of capital because the sale was conducted between two
entities under common control. The Company repaid all of the outstanding
borrowing on the Term A1 Loan and Term B Loan of the Amended and Restated Credit
Agreement dated June 17, 1997, as amended (the "Credit Agreement").
Additionally, the Company repaid a portion of the Term A Loan. The Senior Bank
Facility provides senior secured financing of up to $77.3 million, consisting of
a $2.3 million Tranche A Loan (the "Term Facility") and a $75.0 million
revolving credit facility (the "Revolver"). The Company is obligated to make
principal payments in respect of the Term Facility of $1.1 million in 2001 and
$1.2 million in 2002. In addition, the Senior Bank Facility may require a
prepayment on the term loans based on an excess cash flow calculation as defined
in the Senior Bank Facility agreement. The Revolver is available for working
capital purposes including letters of credit. The commitments terminate and all
amounts under the Revolver then outstanding mature in 2002. As of December 31,
2000, there was $2.3 million outstanding under the Term Facility and no
outstanding balance on the Revolver. The Company currently has outstanding
letters of credit of $22.1 million which reduces the outstanding borrowing
capacity under the revolver to $52.9 million.

     The Company's obligations under the Senior Bank Facility bear interest at
floating rates and require interest payments on varying dates depending on the
interest rate option selected by the Company. At December 31, 2000, the weighted
average interest rate on outstanding borrowings under the Senior Bank Facility
was 7.44%.

                                        14
<PAGE>   16

     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, 2000, the weighted average interest rate on the IRBs
was 4.39%.

  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 $5.1 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.

     In connection with the Wire Harness Sale, the Company agreed to indemnify
Viasystems for certain claims and litigation including any current or future
claims related to a specific product liability issue. The Wire Harness Segment
originally established a reserve of $4.2 million in 1996 based on the probable
and reasonably estimable loss. In 1999, the Wire Harness Segment revised its
estimated loss and increased the reserve by $3.0 million. In 2000, the Company
increased the liability by $3.0 million related to the additional costs expected
for resolution. As of December 31, 2000, the balance of such reserve was $5.1
million.

     Due to the uncertainties associated with these product claims, the future
cost of final settlement of these claims may differ from the liability currently
accrued. However, in the Company's opinion, the impact of final settlement of
these claims should not, individually or in the aggregate, have a material
adverse effect on the Company's results of operations, financial condition or
cash flows.

     In February 2001, the Company announced its plan for a realignment of
production facilities which is expected to benefit both the short and long-term
operations of the Company. In connection with this plan, the Company will close
three of its plants, which are located in Ardmore, Alabama; Elkmont, Alabama;
and Corunna, Indiana. The production capacity for these locations will be
primarily transferred and consolidated into the Company's plants in Texas, which
will be expanded as necessary to accommodate the production transfer. In
conjunction with this plan, the Company has undertaken a strategic initiative
and expects to establish a "greenfield" insulated wire facility in Mexico by the
end of 2001. The startup of this Mexican facility will complete the Company's
realignment and enhance the Company's position as a low-cost producer of
insulated wire. The plan will likely result in a one-time restructuring charge
of between $5.0 million and $7.0 million to be paid in 2001. In addition, the
Company estimated that it will spend approximately $5.5 million on capital
expenditures related to this plan.

     The Company's primary sources of liquidity are cash flows from operations
and borrowings under the Revolver, which are subject to a borrowing base
calculation. The major uses of cash in 2001 are expected to be for debt service
requirements and capital expenditures. In 2001, debt service requirements are
estimated at approximately $39.7 million while capital expenditures are
estimated at approximately $23.0 million.

                                        15
<PAGE>   17

Management believes that cash from operating activities, together with available
borrowings under the Revolver, if necessary, should be sufficient to permit the
Company to meet these financial obligations.

                      RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board (the "FASB") adopted
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value and that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate, and assess the effectiveness
of transactions that receive hedge accounting. SFAS No. 133 is effective for
fiscal years beginning after June 15, 2000. The Company adopted SFAS No. 133 as
of January 1, 2001 and believes that the adoption of this statement will not
have a significant impact on the Company's consolidated financial position or
results of operations.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, a
replacement of SFAS No. 125." SFAS No. 140 revised the standards for accounting
for securitizations and other transfers of financial assets and collateral and
requires certain disclosures. SFAS No. 140 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001. This statement shall be applied prospectively, except as
provided in paragraphs 20, 21, 23, and 24. Earlier or retroactive application of
this statement is not permitted. Management does not anticipate SFAS No. 140
will have a material effect on the Company's 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, 2000, approximately $17.8 million of the Company's
long-term debt, specifically, borrowings outstanding under the Senior Bank
Facility and 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. 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 Company, from time-to-time, evaluates various currency hedging
programs that could reduce the risk. Our hedging operations historically have
not been material and gains or losses from these operations have not been
material to our cash flows, financial position or results from operations.

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. 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

                                        16
<PAGE>   18

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.

                                        17
<PAGE>   19

ITEM 8. FINANCIAL STATEMENTS

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
INTERNATIONAL WIRE GROUP, INC.
  Report of Independent Accountants.........................   19
  Consolidated Balance Sheets as of December 31, 2000 and
     1999...................................................   20
  Consolidated Income Statements for the years ended
     December 31, 2000, 1999 and 1998. .....................   21
  Consolidated Statements of Stockholder's Equity (Deficit)
     for the years ended December 31, 2000, 1999 and
     1998. .................................................   22
  Consolidated Statements of Cash Flows for the years ended
     December 31, 2000, 1999 and 1998. .....................   23
  Notes to Consolidated Financial Statements................   24
  Consolidated Financial Statement Schedule for the years
     ended December 31, 2000, 1999 and 1998:
  Schedule II -- Valuation and Qualifying Accounts..........   45
</TABLE>

                                        18
<PAGE>   20

                       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,
2000 and 1999, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2000, 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 7, 2001

                                        19
<PAGE>   21

                         INTERNATIONAL WIRE GROUP, INC.

                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                               AS OF DECEMBER 31,

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents.................................  $ 32,244   $  7,425
  Accounts receivable, less allowance of $2,760 and
     $2,879.................................................    82,339    101,310
  Inventories...............................................    83,527     92,142
  Prepaid expenses and other................................     7,109     12,223
  Deferred income taxes.....................................    21,054     15,436
                                                              --------   --------
          Total current assets..............................   226,273    228,536
  Property, plant and equipment, net........................   148,414    184,660
  Deferred financing costs, net.............................     5,810     14,011
  Intangible assets, net....................................   201,611    243,627
  Other assets..............................................     3,626      7,273
                                                              --------   --------
          Total assets......................................  $585,734   $678,107
                                                              ========   ========

                 LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current liabilities:
  Current maturities of long-term obligations...............  $  4,312   $  9,606
  Accounts payable..........................................    42,654     48,655
  Accrued and other liabilities.............................    18,488     22,654
  Accrued payroll and payroll related items.................    11,740     12,858
  Customers' deposits.......................................    19,739     20,987
  Accrued interest..........................................     3,195      4,041
                                                              --------   --------
          Total current liabilities.........................   100,128    118,801
  Long-term obligations, less current maturities............   331,121    526,338
  Deferred income taxes.....................................    12,971     21,772
  Other long-term liabilities...............................    33,765     30,926
                                                              --------   --------
          Total liabilities.................................   477,985    697,837
Stockholder's equity (deficit):
  Common stock, $.01 par value, 1,000 shares authorized,
     issued and outstanding.................................         0          0
  Contributed capital.......................................   246,724    124,751
  Carryover of predecessor basis............................   (67,762)   (67,762)
  Accumulated deficit.......................................   (69,989)   (76,719)
  Accumulated other comprehensive loss......................    (1,224)        --
                                                              --------   --------
          Total stockholder's equity (deficit)..............   107,749    (19,730)
                                                              --------   --------
          Total liabilities and stockholder's equity
           (deficit)........................................  $585,734   $678,107
                                                              ========   ========
</TABLE>

        See accompanying notes to the consolidated financial statements

                                        20
<PAGE>   22

                         INTERNATIONAL WIRE GROUP, INC.

                         CONSOLIDATED INCOME STATEMENTS
                                 (IN THOUSANDS)
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                2000       1999       1998
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Net sales...................................................  $564,250   $481,665   $497,540
Operating expenses:
  Cost of goods sold........................................   419,172    346,975    367,420
  Selling, general and administrative expenses including
     non-cash compensation expense (income) of $80,
     ($1,542), and $4,158, respectively.....................    47,123     40,504     44,561
  Depreciation and amortization.............................    36,206     35,537     34,999
  Loss on sale of property, plant and equipment.............       543         --         --
  Unusual item..............................................       650         --         --
                                                              --------   --------   --------
Operating income............................................    60,556     58,649     50,560
Other income (expense):
  Interest expense..........................................   (40,804)   (43,955)   (44,292)
  Amortization of deferred financing costs..................    (2,097)    (2,521)    (2,461)
  Other, net................................................      (222)        --         99
                                                              --------   --------   --------
Income from continuing operations before income tax
  provision, cumulative effect of change in accounting
  principle and extraordinary item..........................    17,433     12,173      3,906
  Income tax provision......................................     7,799      4,613      3,348
                                                              --------   --------   --------
Income from continuing operations before cumulative effect
  of change in accounting principle and extraordinary
  item......................................................     9,634      7,560        558
Income (loss) from discontinued operations, net of income
  taxes of ($1,261), $4,355 and $6,654, respectively........      (157)     6,364      9,097
                                                              --------   --------   --------
Income before cumulative effect of change in accounting
  principle and extraordinary item..........................     9,477     13,924      9,655
Cumulative effect of change in accounting for start-up
  costs, net of tax benefit of $592.........................        --       (818)        --
                                                              --------   --------   --------
Income before extraordinary item............................     9,477     13,106      9,655
Extraordinary item -- loss related to early extinguishment
  of debt, net of income tax benefit of $2,073..............    (2,747)        --         --
                                                              --------   --------   --------
          Net income........................................  $  6,730   $ 13,106   $  9,655
                                                              ========   ========   ========
</TABLE>

        See accompanying notes to the consolidated financial statements

                                        21
<PAGE>   23

                         INTERNATIONAL WIRE GROUP, INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                          CARRYOVER OF                     OTHER
                                   COMMON   CONTRIBUTED   PREDECESSOR    ACCUMULATED   COMPREHENSIVE
                                   STOCK      CAPITAL        BASIS         DEFICIT     INCOME (LOSS)    TOTAL
                                   ------   -----------   ------------   -----------   -------------   --------
<S>                                <C>      <C>           <C>            <C>           <C>             <C>
Balance December 31, 1997........    $0      $121,414       $(67,762)     $(99,480)       $    --      $(45,828)
Capital contributed..............    --           455             --            --             --           455
Non-cash compensation expense....    --         4,158             --            --             --         4,158
Comprehensive income:
  Net income.....................    --            --             --         9,655             --         9,655
                                     --      --------       --------      --------        -------      --------
Balance December 31, 1998........     0       126,027        (67,762)      (89,825)            --       (31,560)
Capital contributed..............    --           496             --            --             --           496
Repurchase of stock of Holding...    --          (230)            --            --             --          (230)
Non-cash compensation income.....    --        (1,542)            --            --             --        (1,542)
Comprehensive income:
  Net income.....................    --            --             --        13,106             --        13,106
                                     --      --------       --------      --------        -------      --------
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
                                     ==      ========       ========      ========        =======      ========
</TABLE>

        See accompanying notes to the consolidated financial statements

                                        22
<PAGE>   24

                         INTERNATIONAL WIRE GROUP, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                2000        1999       1998
                                                              ---------   --------   --------
<S>                                                           <C>         <C>        <C>
Cash flows provided by (used in) operating activities:
  Net income................................................  $   6,730   $ 13,106   $  9,655
  Adjustments to reconcile net income to net cash provided
     by (used in) operating activities:
     Depreciation...........................................     27,336     26,905     24,563
     Amortization of intangibles............................      8,870      8,632     10,436
     Amortization of deferred financing costs...............      2,097      2,521      2,461
     Loss on sale of property, plant and equipment..........        543         --         --
     (Income) loss from discontinued operations.............        157     (6,364)    (9,097)
     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).................         80     (1,542)     4,158
     Deferred income taxes..................................       (560)     2,636      3,369
     Change in assets and liabilities, net of acquisitions:
       Accounts receivable..................................      3,655    (10,294)    10,777
       Inventories..........................................    (12,596)    (1,210)    (6,871)
       Prepaid expenses and other...........................       (455)    (7,602)    (8,258)
       Accounts payable.....................................      7,901      8,145    (24,069)
       Accrued and other liabilities........................      2,262     (7,305)    (8,508)
       Accrued payroll and payroll related items............       (223)      (336)     4,533
       Customers' deposits..................................     (1,248)    (1,601)     1,483
       Accrued interest.....................................       (850)       367     (1,160)
       Income taxes payable/refundable......................      1,141      4,669     (1,191)
       Other long-term liabilities..........................     (3,780)    (4,608)     7,237
                                                              ---------   --------   --------
          Net cash provided by continuing operations........     43,807     26,937     19,518
     Net cash provided by (used in) discontinued
       operations...........................................     (9,197)    24,538     21,128
                                                              ---------   --------   --------
          Net cash from operating activities................     34,610     51,475     40,646
                                                              ---------   --------   --------
Cash flows used in investing activities:
  Acquisitions, net of cash acquired........................     (3,861)   (20,000)    (7,821)
  Capital expenditures by continuing operations.............    (22,469)   (19,883)   (29,288)
  Proceeds from sale of property, plant and equipment.......      9,147         --         --
  Capital expenditures by discontinued operations...........       (982)   (10,623)    (5,011)
                                                              ---------   --------   --------
          Net cash used in investing activities.............    (18,165)   (50,506)   (42,120)
                                                              ---------   --------   --------
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........................   (200,255)    (7,261)    (5,339)
  Borrowing (repayment) on revolver.........................         --     (9,000)     8,175
  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..................................       (699)    (2,095)    (1,362)
                                                              ---------   --------   --------
          Net cash from financing activities................      8,410      6,456      1,474
                                                              ---------   --------   --------
Effect of exchange rate changes on cash and cash
  equivalents...............................................        (36)        --         --
                                                              ---------   --------   --------
          Net change in cash and cash equivalents...........     24,819      7,425         --
Cash and cash equivalents at beginning of the period........      7,425         --         --
                                                              ---------   --------   --------
Cash and cash equivalents at end of the period..............  $  32,244   $  7,425   $     --
                                                              =========   ========   ========
</TABLE>

        See accompanying notes to the consolidated financial statements

                                        23
<PAGE>   25

                         INTERNATIONAL WIRE GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                       (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 industrial equipment industries. The
Company manufactures and distributes its products at 29 facilities located in
the United States, Italy, the Philippines and France. The Company's products are
used by a wide variety of customers primarily in the appliance, automotive,
electronics and data communications and industrial equipment industries.

     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.

     On December 29, 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.

     On March 29, 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.

2. SIGNIFICANT ACCOUNTING POLICIES

  Principles of Consolidation

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

  Revenue Recognition

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

                                        24
<PAGE>   26
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  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 is 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 is amortized using the
straight-line method over a range of twenty to forty years. Accumulated
amortization aggregated $33,991 and $34,894 at December 31, 2000 and 1999,
respectively.

  Impairment of Long-lived Assets

     The Company periodically assesses 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 is 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.

  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.
Accumulated amortization aggregated $15,501 and $13,404 at December 31, 2000 and
1999, 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.

                                        25
<PAGE>   27
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Foreign Currency Translation

     The Company has operations in the Philippines, Italy and France. 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 if 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.

     The U.S. Dollar is the functional currency for the operations in the
Philippines. 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
$293,250 and $308,625 at December 31, 2000 and 1999, 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 years ended
December 31, 2000, 1999 and 1998, was $41,654, $49,480 and $51,787,
respectively. Net taxes paid (refunded) for the years ended December 31, 2000,
1999 and 1998 were $12,340, ($6) and $5,644, respectively.

     In fiscal 2000, 1999 and 1998, the Company recorded capital lease
obligations of $873, $320 and $1,044, respectively, for property, plant and
equipment.

  Significant Customer

     For the years ended December 31, 2000, 1999 and 1998, the Company had sales
to one customer that exceeded 10% of consolidated net sales from continuing
operations. Sales to this customer represented 13%, 15% and 10% 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.

                                        26
<PAGE>   28
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  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 June 1998, the FASB adopted Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value and that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. SFAS No. 133 is effective for fiscal years beginning after
June 15, 2000. The Company adopted SFAS No. 133 as of January 1, 2001 and
believes that the adoption of this statement will not have a significant impact
on the Company's consolidated financial position or results of operations.

     In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, a
replacement of SFAS No. 125". SFAS No. 140 revised the standards for accounting
for securitizations and other transfers of financial assets and collateral and
requires certain disclosures. SFAS No. 140 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001. This statement shall be applied prospectively, except as
provided in paragraphs 20, 21, 23, and 24. Earlier or retroactive application of
this statement is not permitted. Management does not anticipate SFAS No. 140
will have a material effect on the Company's consolidated financial position or
results of operations.

3. INVENTORIES

     The composition of inventories is as follows:

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                              -----------------
                                                               2000      1999
                                                              -------   -------
<S>                                                           <C>       <C>
Raw materials...............................................  $28,402   $30,723
Work-in process.............................................   26,414    19,168
Finished goods..............................................   28,711    42,251
                                                              -------   -------
          Total inventories.................................  $83,527   $92,142
                                                              =======   =======
</TABLE>

     The current cost of inventories at December 31, 2000 and 1999 approximated
the carrying cost.

                                        27
<PAGE>   29
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                2000        1999
                                                              ---------   ---------
<S>                                                           <C>         <C>
Land........................................................  $   3,400   $   3,759
Buildings and improvements..................................     50,423      51,367
Machinery and equipment.....................................    231,988     270,892
Construction in progress....................................      3,332       2,824
                                                              ---------   ---------
                                                                289,143     328,842
Less: accumulated depreciation..............................   (140,729)   (144,182)
                                                              ---------   ---------
                                                              $ 148,414   $ 184,660
                                                              =========   =========
</TABLE>

5. FINANCING COSTS

     In 2000, the Company recorded additional deferred financing costs of $699
related to the December 1999 amendment to the Amended and Restated Credit
Agreement. In March 2000, the Company repaid a substantial portion of the
outstanding balance of the Amended and Restated Credit Agreement 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.

     In December 1999, the Company amended the Amended and Restated Credit
Agreement in connection with the acquisition of the Forissier Group.
Accordingly, the Company recorded deferred financing costs of $2,095.

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, approximately $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.

     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"), certain
product liability claims, as described in the purchase agreement (the "Wire
Harness Product Liability Claims"), and 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").

                                        28
<PAGE>   30
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 tax benefit of $1,569, 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. Also in the fourth quarter, the
Company recognized a charge to income (loss) from discontinued operations of
$1,710, net of income tax benefit, as a result of its indemnification obligation
related to the Wire Harness Product Liability Claims. As of December 31, 2000
and 1999, the reserve for the Company's indemnification liability related to the
Wire Harness Product Liability Claims was $5,069 and $3,707, 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 years ended December 31, 1999
and 1998, the Wire Harness Segment reported net sales of $50,005, $191,046 and
$170,393, 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 years ended
December 31, 1999 and 1998 was $5, $5,884 and $6,335, respectively.

     During the years ended December 31, 2000, 1999 and 1998, the Company had
sales to Viasystems, a related party, of $30,401, $29,021 and $22,021,
respectively.

     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 $639, $635 and $656 for 2000, 1999 and 1998,
respectively.

7. LONG-TERM OBLIGATIONS

     The composition of long-term obligations at December 31, 2000 and 1999 is
as follows:

<TABLE>
<CAPTION>
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Amended and Restated Credit Agreement:
  Revolving credit facility.................................  $     --   $     --
  Term facility.............................................     2,273    200,500
Senior Subordinated Notes...................................   150,000    150,000
Series B Senior Subordinated Notes..........................   150,000    150,000
Series B Senior Subordinated Notes Premium..................     8,523      9,979
Industrial revenue bonds....................................    15,500     15,500
Other.......................................................     9,137      9,965
                                                              --------   --------
                                                               335,433    535,944
Less, current maturities....................................     4,312      9,606
                                                              --------   --------
                                                              $331,121   $526,338
                                                              ========   ========
</TABLE>

                                        29
<PAGE>   31
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The schedule of principal payments (excluding unamortized premium) for
long-term obligations at December 31, 2000 is as follows:

<TABLE>
<S>                                                         <C>
2001......................................................  $  2,701
2002......................................................     1,815
2003......................................................       375
2004......................................................       125
2005......................................................   314,137
Thereafter................................................     7,757
                                                            --------
          Total...........................................  $326,910
                                                            ========
</TABLE>

  Amended and Restated Credit Agreement

     With the proceeds it received from the Wire Harness Sale, the Company
repaid a substantial portion of its Senior Bank Facility in March 2000. The
Company repaid all of the outstanding borrowing on the Term A1 Loan and Term B
Loan of the Amended and Restated Credit Agreement dated June 17, 1997, as
amended (the "Credit Agreement"). Additionally, the Company repaid a portion of
the Term A Loan. As amended, the Senior Bank Facility provides senior secured
financing of up to $77,273, consisting of a $2,273 Tranche A Loan (the "Term
Facility") and a $75,000 revolving credit facility (the "Revolver"). The Company
is obligated to make principal payments in respect of the Term Facility of
$1,136 in 2001 and $1,136 in 2002. In addition, the Senior Bank Facility may
require a prepayment on the term loans based on an excess cash flow calculation
as defined in the Senior Bank Facility agreement. The Revolver is available for
working capital purposes including letters of credit. The commitments terminate
and all amounts under the Revolver then outstanding mature in 2002.

     In connection with the acquisition of the Forissier Group, the Company
amended the Credit Agreement in December 1999 to obtain an additional $25,000
Term A1 Loan. The Term A1 Loan was repaid in March 2000 with the proceeds of the
Wire Harness Sale.

     Borrowings under the Term A Loan and Revolver bear interest, at the option
of the Company, at a rate per annum equal to (a) the Alternate Base Rate (as
defined in the Credit Agreement) plus 0.25% or (b) the Eurodollar Rate (as
defined in the Credit Agreement) plus 1.25%. 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 Term Facility and the Revolver are 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. The weighted average interest rate on
outstanding borrowings under the Credit Agreement was 7.44% and 8.11% at
December 31, 2000 and 1999, respectively.

  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 Term
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.,

                                        30
<PAGE>   32
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

International Wire SAS, Tresse Metallique J. Forissier, S.A., Cablerie E.
Charbonnet, S.A., Fressynet, S.A. (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 became redeemable, at
the Company's option, at the redemption prices of 105.875% on June 1, 2000. 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.

  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 4.39% and
4.29% at December 31, 2000 and 1999, 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 for income taxes is as follows:

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                           --------------------------
                                                            2000      1999     1998
                                                           -------   ------   -------
<S>                                                        <C>       <C>      <C>
Current:
  Federal................................................  $ 6,337   $1,346   $  (516)
  State..................................................    1,158      437       309
  Foreign................................................      864      194       186
                                                           -------   ------   -------
                                                             8,359    1,977       (21)
                                                           -------   ------   -------
Deferred:
  Federal................................................     (478)   2,121     2,864
  State..................................................      (80)     515       505
  Foreign................................................       (2)      --        --
                                                           -------   ------   -------
                                                              (560)   2,636     3,369
                                                           -------   ------   -------
  Income tax provision for continuing operations.........    7,799    4,613     3,348
Tax expense (benefit) on discontinued operations.........   (1,261)   4,355     6,654
Tax benefit on change in accounting principle............       --     (592)       --
Tax benefit on extraordinary item........................   (2,073)      --        --
                                                           -------   ------   -------
          Total provision................................  $ 4,465   $8,376   $10,002
                                                           =======   ======   =======
</TABLE>

                                        31
<PAGE>   33
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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,
                                                          ---------------------------
                                                           2000      1999      1998
                                                          -------   -------   -------
<S>                                                       <C>       <C>       <C>
Domestic................................................  $ 9,280   $11,000   $ 5,809
Foreign.................................................    8,153     1,173    (1,903)
                                                          -------   -------   -------
Income from continuing operations before income taxes,
  cumulative effect of change in accounting principle
  and extraordinary item................................  $17,433   $12,173   $ 3,906
                                                          =======   =======   =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                           --------------------------
                                                            2000      1999     1998
                                                           -------   ------   -------
<S>                                                        <C>       <C>      <C>
U.S. Federal statutory rate at 35%.......................  $ 6,102   $4,261   $ 1,367
State taxes, net of federal effect.......................      701      619       529
Foreign taxes............................................   (1,992)    (218)      864
Nondeductible expenses...................................      412      142    (1,053)
Nondeductible amortization of intangibles................    1,268    1,220     1,380
Nondeductible compensation expense (income)..............       28     (540)    1,455
Other....................................................    1,280     (871)   (1,194)
                                                           -------   ------   -------
                                                           $ 7,799   $4,613   $ 3,348
                                                           =======   ======   =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                           2000      1999      1998
                                                          -------   -------   -------
<S>                                                       <C>       <C>       <C>
Deferred tax assets:
  Accounts receivable reserves..........................  $   862   $ 1,110   $ 1,106
  Inventories...........................................    5,742     5,872     8,808
  Accrued liabilities not yet deductible................    8,849       194     1,393
  Net operating loss carryforward.......................       --     6,402       799
  AMT credit carryforward...............................    5,286     1,858     2,259
  Postretirement benefits...............................    2,638     2,690     2,912
  Capital loss..........................................    3,213        --        --
  Other.................................................      315       215       341
                                                          -------   -------   -------
                                                           26,905    18,341    17,618
  Valuation allowance...................................   (3,213)       --        --
                                                          -------   -------   -------
                                                           23,692    18,341    17,618
Deferred tax liabilities:
  Depreciation and amortization.........................   15,609    24,677    18,695
                                                          -------   -------   -------
          Net deferred tax asset (liability)............  $ 8,083   $(6,336)  $(1,077)
                                                          =======   =======   =======
</TABLE>

     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.

                                        32
<PAGE>   34
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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. UNUSUAL ITEM

     In the third quarter of 2000, the Company relocated certain administrative
functions from its St. Louis, Missouri office to its Camden, New York office. As
a result of this transition, certain employees of the Company were offered and
accepted severance agreements. The Company recorded an unusual charge of $650,
before income tax, related to the future payments associated with these
agreements. As of December 31, 2000, the related liability was $626.

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, 2000,
1999 and 1998 amounted to approximately $3,039, $3,576 and $3,670, 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 would approximate the following:

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                            -------------------------
                                                             2000     1999      1998
                                                            ------   -------   ------
<S>                                                         <C>      <C>       <C>
As reported...............................................  $6,730   $13,106   $9,655
Pro forma.................................................  $6,489   $12,918   $9,345
</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%, 6.0% and
6.0% in 2000, 1999 and 1998, respectively; and (ii) expected life of 10 years.

                                        33
<PAGE>   35
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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.

     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, 1997..............................       $1.12         4,476,444   1,081,444
  Granted......................................       $1.81           225,000          --
  Vested.......................................       $1.12                --     885,000
  Forfeitures..................................       $1.41          (304,992)    (44,992)
                                                                    ---------   ---------
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
                                                                    =========   =========
</TABLE>

     The weighted average grant-date fair value of options granted during 2000,
1999 and 1998 was $1.20, $1.26 and $1.04, respectively. Of the 4,184,513 options
outstanding under the Option Plan at December 31, 2000, 2,830,000 have an
exercise price at $1.00 per share, 423,334 at $1.40 per share, 36,179 at $1.63
per share, 205,000 at $1.81 per share and 690,000 at $2.24 per share and have
weighted average remaining contractual lives of between 5 and 10 years. The
weighted average exercise price of options vested at December 31, 2000 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, 1997.................................       $1.16         4,202,744     --
  Granted.........................................       $  --                --     --
  Forfeitures.....................................       $1.26          (350,228)    --
                                                                       ---------     --
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     --
                                                                       =========     ==
</TABLE>

     Of the Performance Options outstanding at December 31, 2000, 2,966,178 and
1,236,566 have exercise prices of $1.54 and $1.41 respectively, and have
weighted average remaining contractual lives of between 5 and 6 years. The
performance options that were forfeited in 1998 were reissued to certain
officers of the Company in 1999.

                                        34
<PAGE>   36
                         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 in 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, 2000, 1999, and 1998, the Company recorded non-cash
compensation expense (income) of $80, ($1,542) and $4,158, respectively, which
reflects the difference between the cost of the Class A common stock and the
value of the defined conversion feature at those dates.

11. COMMITMENTS AND CONTINGENCIES

     The Company leases certain property, transportation vehicles and other
equipment. Total rental expense under operating leases was $5,861, $5,488 and
$6,014 for the years ended December 31, 2000, 1999 and 1998, respectively.
Future minimum lease payments under capital and operating leases for the years
ended December 31 are:

<TABLE>
<CAPTION>
                                                              CAPITAL   OPERATING
                                                              -------   ---------
<S>                                                           <C>       <C>
2001........................................................  $ 1,796    $ 2,887
2002........................................................      876      2,173
2003........................................................      540      1,840
2004........................................................      255      1,632
2005........................................................      255        940
Thereafter..................................................    1,625        965
                                                              -------    -------
  Total minimum lease payments..............................    5,347    $10,437
                                                                         =======
  Less amount representing interest.........................   (1,210)
                                                              -------
  Present value of net minimum lease payments...............  $ 4,137
                                                              =======
</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
                                  ------------------------------   -------------------
                                    2000       1999       1998       2000       1999
                                  --------   --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>        <C>
United States...................  $498,850   $460,904   $486,872   $325,117   $400,201
Foreign.........................    65,400     20,761     10,668     34,344     49,370
                                  --------   --------   --------   --------   --------
                                  $564,250   $481,665   $497,540   $359,461   $449,571
                                  ========   ========   ========   ========   ========
</TABLE>

     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.

                                        35
<PAGE>   37
                         INTERNATIONAL WIRE GROUP, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. SUBSEQUENT EVENT

     In February 2001, the Company announced its plan for a realignment of
production facilities. In connection with the realignment, the Company will
close three of its plants, which are located in Ardmore, Alabama; Elkmont,
Alabama; and Corunna, Indiana. The production capacity for these locations will
be primarily transferred and consolidated into the Company's plants in Texas,
which will be expanded as necessary to accommodate the production transfer. The
Company has undertaken a strategic initiative and expects to establish a
"greenfield" insulated wire facility in Mexico by the end of 2001. The startup
of this Mexican facility will complete the Company's realignment and enhance the
Company's position as a low-cost producer of insulated wire. The plan will
likely result in a one-time restructuring charge of between $5,000 and $7,000 in
2001.

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.

                                        36
<PAGE>   38

                          CONSOLIDATING BALANCE SHEET
                            AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                 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
Intangible assets, net................     8,357    185,766      13,298            --        207,421
Investment in subsidiaries............   461,033         --          --      (461,033)            --
Other assets..........................        --      3,333         293            --          3,626
                                        --------   --------     -------     ---------       --------
          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>

                                        37
<PAGE>   39

                     CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                 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 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>

                                        38
<PAGE>   40

                     CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                 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>

                                        39
<PAGE>   41

                          CONSOLIDATING BALANCE SHEET
                            AS OF DECEMBER 31, 1999

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

Cash.................................  $     --   $   7,131    $   294     $      --       $  7,425
Accounts receivable..................        --      84,278     17,284          (252)       101,310
Inventories..........................        --      83,593      8,549            --         92,142
Other current assets.................        --      24,456      3,203            --         27,659
                                       --------   ---------    -------     ---------       --------
          Total current assets.......        --     199,458     29,330          (252)       228,536
Property, plant and equipment, net...        --     149,212     35,448            --        184,660
Intangible assets, net...............    18,484     229,358      9,796            --        257,638
Investment in subsidiaries...........   736,090          --         --      (736,090)            --
Other assets.........................        --       3,147      4,126            --          7,273
                                       --------   ---------    -------     ---------       --------
          Total assets...............  $754,574   $ 581,175    $78,700     $(736,342)      $678,107
                                       ========   =========    =======     =========       ========

                           LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Current liabilities..................  $ 11,674   $  92,255    $15,124     $    (252)      $118,801
Long term obligations, less current
  maturities.........................   507,479      18,859         --            --        526,338
Other long-term liabilities..........        --      51,849        849            --         52,698
Intercompany (receivable) payable....   187,389    (231,846)    44,457            --             --
                                       --------   ---------    -------     ---------       --------
          Total liabilities..........   706,542     (68,883)    60,430          (252)       697,837
Stockholder's equity (deficit):
  Common stock.......................         0           0          0             0              0
  Contributed capital................   124,751     572,012     10,867      (582,879)       124,751
  Carryover of predecessor basis.....        --     (67,762)        --            --        (67,762)
  Retained earnings (accumulated
     deficit)........................   (76,719)    145,808      7,403      (153,211)       (76,719)
                                       --------   ---------    -------     ---------       --------
          Total stockholder's equity
            (deficit)................    48,032     650,058     18,270      (736,090)       (19,730)
                                       --------   ---------    -------     ---------       --------
          Total liabilities and
            stockholder's equity
            (deficit)................  $754,574   $ 581,175    $78,700     $(736,342)      $678,107
                                       ========   =========    =======     =========       ========
</TABLE>

                                        40
<PAGE>   42

                     CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                 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 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 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 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>

                                        41
<PAGE>   43

                     CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                 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>

                                        42
<PAGE>   44

                     CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                      TOTAL
                                                          TOTAL       NON-
                                             COMPANY    GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                             --------   ---------   ---------   ------------   ------------
<S>                                          <C>        <C>         <C>         <C>            <C>
Net sales..................................  $     --   $486,872     $10,668      $     --       $497,540
Operating expenses:
  Cost of goods sold.......................        --    357,640       9,780            --        367,420
  Selling, general and administrative
     expenses including non-cash
     compensation expense of $4,158........     4,158     39,998         405            --         44,561
  Depreciation and amortization............       656     31,978       2,365            --         34,999
                                             --------   --------     -------      --------       --------
Operating income (loss)....................    (4,814)    57,256      (1,882)           --         50,560
Other income (expense):
  Interest expense.........................   (43,237)    (1,034)        (21)           --        (44,292)
  Amortization of deferred financing
     costs.................................    (2,461)        --          --            --         (2,461)
  Equity in net income of subsidiaries.....    60,167         --          --       (60,167)            --
  Other, net...............................        --         99          --            --             99
                                             --------   --------     -------      --------       --------
Income (loss) from continuing operations
  before income tax provision..............     9,655     56,321      (1,903)      (60,167)         3,906
Income tax provision.......................        --      3,162         186            --          3,348
                                             --------   --------     -------      --------       --------
Income (loss) from continuing operations...     9,655     53,159      (2,089)      (60,167)           558
Income (loss) from discontinued operations,
  net of income tax of $6,654..............        --     12,777      (3,680)           --          9,097
                                             --------   --------     -------      --------       --------
Net income.................................  $  9,655   $ 65,936     $(5,769)     $(60,167)      $  9,655
                                             ========   ========     =======      ========       ========
</TABLE>

                                        43
<PAGE>   45

                     CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                  TOTAL
                                                      TOTAL       NON-
                                          COMPANY   GUARANTOR   GUARANTOR   ELIMINATIONS   CONSOLIDATED
                                          -------   ---------   ---------   ------------   ------------
<S>                                       <C>       <C>         <C>         <C>            <C>
Cash flows from operating activities....  $(4,031)  $ 32,561    $  6,036      $ 6,080        $ 40,646
                                          -------   --------    --------      -------        --------
Cash flows used in investing activities:
  Acquisitions, net of cash.............       --     (7,821)         --           --          (7,821)
  Capital expenditures by continuing
     operations.........................       --    (21,771)     (7,517)          --         (29,288)
  Capital expenditures by discontinued
     operations.........................       --       (512)     (4,499)          --          (5,011)
                                          -------   --------    --------      -------        --------
Net cash used in investing activities...       --    (30,104)    (12,016)          --         (42,120)
                                          -------   --------    --------      -------        --------
Cash flows provided by (used in)
  financing activities:
  Equity proceeds.......................       --        100       5,980       (6,080)             --
  Borrowing (repayment) of long-term
     obligations and revolver...........    4,031       (969)       (226)          --           2,836
  Financing fees and other..............       --     (1,362)         --           --          (1,362)
                                          -------   --------    --------      -------        --------
Net cash from (used in) financing
  activities............................    4,031     (2,231)      5,754       (6,080)          1,474
                                          -------   --------    --------      -------        --------
Net change in cash......................  $    --   $    226    $   (226)     $    --        $     --
                                          =======   ========    ========      =======        ========
</TABLE>

                                        44
<PAGE>   46

                         INTERNATIONAL WIRE GROUP, INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<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
---------------------------    ----------   ---------   ----------   -------------   ------------   ----------
<S>                            <C>          <C>         <C>          <C>             <C>            <C>
Year ended December 31,
  1998.......................    $2,078       $787        $(250)          $18           $  --         $2,633
Year ended December 31,
  1999.......................    $2,633       $679        $(608)          $--           $ 175         $2,879
Year ended December 31,
  2000.......................    $2,879       $555        $(228)          $--           $(446)        $2,760
</TABLE>

                                        45
<PAGE>   47

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>
James N. Mills........................  63    Chairman of the Board and Chief
                                              Executive Officer of Holding and the
                                                Company
Charles W. Tate.......................  56    Director of Holding and the Company
Jack D. Furst.........................  42    Director of Holding and the Company
John A. Gavin.........................  69    Director of Holding and the Company
Thomas P. Danis.......................  54    Director of Holding and the Company
Richard W. Vieser.....................  73    Director of Holding and the Company
Joseph M. Fiamingo....................  51    Chairman of the Company and Director
                                              of Holding and the Company
Rodney D. Kent........................  52    Director of Holding and Director,
                                              President and Chief Operating Officer
                                                of the Company
David M. Sindelar.....................  43    Senior Vice President and Chief
                                              Financial Officer of Holding, Senior
                                                Vice President of the Company
Glenn J. Holler.......................  53    Vice President -- Finance of the
                                              Company
</TABLE>

     James N. Mills is Chairman of the Board and Chief Executive Officer of
Holding and the Company and has held such position since April 1995. Mr. Mills
serves as Chairman of the Board and Chief Executive Officer of Mills & Partners,
Viasystems Group, Inc. and LLS Corp. Mr. Mills was Chairman of the Board and
Chief Executive Officer of Berg Electronics Corp. and Chairman of the Board and
sole director of Berg Electronics Group, Inc. from November 1992 through October
1998 and was Chairman of the Board and Chief Executive Officer of Crain Holding
Corp. and Crain Industries, Inc. from August 1995 through December 1997 and of
Jackson Holding Company and Jackson Products, Inc. from February 1993 through
August 1995.

     Charles W. Tate is a director of the Company and has held such position
since April 1995. Mr. Tate is President 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., CEI Citicorp Holding Sociedad
Anonima, 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.).

     Jack D. Furst is a Director of the Company and has held such position since
April 1995. Mr. Furst is a Partner of Hicks Muse and has held such position
since 1989. Mr. Furst has approximately 20 years of experience in leveraged
acquisitions and private investments. Mr. Furst is involved in all aspects of
Hicks

                                        46
<PAGE>   48

Muse's business and has been actively involved in originating, structuring and
monitoring its investments. Mr. Furst is primarily responsible for managing the
relationship with 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 Triton Energy Limited, Home Interiors & Gifts, Inc., Cooperative
Computing, Inc., Globix Corporation, Viasystems Group, Inc. and LLS Corp.

     John A. Gavin is a director of the Company and has held such position 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, Krause's, Multivision and as a Director and Trustee of certain Merrill
Lynch Funds.

     Thomas P. Danis is a director of the Company and has held such position
since June 1995. Mr. Danis has been Chairman of the Board of Aon Risk Services
of Missouri, Inc., a company engaged in the insurance brokerage business, since
1993. In 1979, Mr. Danis co-founded an insurance brokerage firm, a joint venture
with Corroon & Black, which was ultimately purchased by Corroon & Black in 1984.
Mr. Danis also serves as a director of Commerce Bank, N.A.

     Richard W. Vieser is a director of the Company and has held such position
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 Associates, Inc. and is also a
director of Ceridian Corporation (formerly Control Data Corporation), Dresser
Industries, Inc., Harvard Industries, INDRESCO Inc., Viasystems Group, Inc. and
Sybron International Corporation.

     Joseph M. Fiamingo is Chairman of the Company and has held such position
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. 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 position 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 a 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 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.

     David M. Sindelar is Senior Vice President and Chief Financial Officer of
the Company and of Holding and has held such positions since April 1995. Mr.
Sindelar is also President and Chief Operating Officer of Mills & Partners. Mr.
Sindelar also serves as Senior Vice President and Chief Financial Officer of
Viasystems, Inc., Viasystems Group, Inc. and 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

                                        47
<PAGE>   49

Industries, Inc. and Crain Holdings Corp. from August 1995 through December 1997
and of Jackson Holding Company from February 1993 through August 1995. Mr.
Sindelar is a director of LLS Corp.

     Glenn J. Holler is Vice President -- Finance of the Company and has held
such position since August 1996. 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.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth the cash and noncash compensation earned by
the 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, 2000, 1999 and 1998. 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 COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                       LONG-TERM
                                                                      COMPENSATION
                                                                         AWARDS
                                               ANNUAL COMPENSATION     SECURITIES
                                              ---------------------    UNDERLYING        ALL OTHER
                                       YEAR   SALARY($)    BONUS($)    OPTIONS(#)    COMPENSATION($)(1)
                                       ----   ---------    --------   ------------   ------------------
<S>                                    <C>    <C>          <C>        <C>            <C>
James N. Mills.......................  2000    685,000     685,000           --                --
  Chairman of the Board and Chief      1999    685,000     685,000      175,228                --
  Executive Officer of Holding and     1998    502,944     500,000           --                --
  the Company
Joseph M. Fiamingo...................  2000    416,419     292,500           --                --
  Chairman of the Company              1999    379,850     227,500           --                --
                                       1998    350,350     227,500           --                --
Rodney D. Kent.......................  2000    401,745(2)  227,305           --           132,692(3)
  President and Chief Operating        1999    402,155(2)  227,305           --           112,583(3)
  Officer of the Company               1998    376,562(2)  177,631           --            68,109(3)
David M. Sindelar....................  2000    300,000     300,000           --                --
  Senior Vice President and            1999    300,000     300,000      175,000                --
  Chief Financial Officer of Holding   1998    223,486     177,600           --                --
  and Senior Vice President of the
  Company
Glenn J. Holler......................  2000    261,295     125,345           --                --
  Vice President -- Finance of         1999    245,284     117,354           --                --
  the Company                          1998    231,030     110,225           --                --
</TABLE>

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

(1) Holding and the Company provide 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
    Holding and the Company for each officer do not exceed the lesser of $50,000
    or 10% of the total annual salary and bonus reported for each officer.

(2) Includes $52,045, $52,455 and $51,562 in annual deferred compensation earned
    by Mr. Kent in 2000, 1999 and 1998, respectively, pursuant to his employment
    agreement.

(3) Represents (i) $44,192, $34,904 and $0 in premiums paid on life insurance
    policies for the benefit of Mr. Kent in 2000, 1999 and 1998, respectively
    and (ii) $88,090, $77,679, and $68,109 in annual interest accruals related
    to deferred compensation earned by Mr. Kent in 2000, 1999 and 1998,
    respectively, pursuant to his employment agreement.

                                        48
<PAGE>   50

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
2000. The following table summarizes the value of unexercised options as of
December 31, 2000. The per share fair market value of the Holding Common Stock
used to make the calculations in the following table is $2.38, which is the best
estimate of management as of December 31, 2000.

<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>
James N. Mills...............      --           $0             --       1,576,027     $        0     $1,385,043
Joseph M. Fiamingo...........      --           $0        880,000         120,000     $1,214,400     $  165,600
Rodney D. Kent...............      --           $0        400,000              --     $  552,000     $        0
David M. Sindelar............      --           $0             --       1,225,804     $        0     $1,077,082
Glenn J. Holler..............      --           $0        200,000          50,000     $  276,000     $   69,000
</TABLE>

EMPLOYMENT AGREEMENTS

     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, Mr. Mills will serve as the Chairman of the Board and
Chief Executive Officer of Holding and the Company through June 11, 2001. Mr.
Mills 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. Mills is free to participate in other business endeavors.

     The compensation provided to Mr. Mills under his employment agreement
includes an annual base salary of not less than $300,000, 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. Mills is entitled
to an annual bonus in an amount to be determined at the sole discretion of the
Board of Directors of Holding.

     Mr. Mills' employment agreement also provides that if Mr. Mills' employment
is terminated without cause, Mr. Mills 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. Mills' employment agreement
provides that if Mr. Mills is terminated due to death or disability, Mr. Mills'
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.

     Joseph M. Fiamingo Employment Agreement.  Mr. Joseph M. Fiamingo, who
serves as Chairman of the Company, entered into an employment agreement with
Holding and the Company on November 13, 1999. Pursuant to such employment
agreement, Mr. Fiamingo will receive an annual base salary of not less than
$350,000, subject to adjustment at the sole direction of the Chief Executive
Officer of the Company, 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. Fiamingo is entitled to an annual bonus in an amount to be
determined by the Chief Executive Officer of the Company of up to sixty-five
percent of his base compensation.

     Mr. Fiamingo's employment agreement also provides that if Mr. Fiamingo's
employment is terminated without cause, Mr. Fiamingo will continue to receive
his then current salary for the remainder of such employment agreement. In
addition, Mr. Fiamingo's employment agreement provides that if Mr. Fiamingo is
terminated due to death or disability, Mr. Fiamingo's estate, heirs, or
beneficiaries, as applicable, will receive,

                                        49
<PAGE>   51

in addition to any other benefits provided under any benefit plan, his then
current salary for a period of 12 months from the date of termination.

     Rodney D. Kent Employment Agreement.  Mr. Kent, who serves as President and
Chief Operating Officer of the Company, entered into an employment agreement
with a wholly owned subsidiary of the Company on March 14, 1995. Pursuant to
such employment agreement, as amended, 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 compensation provided to Mr. Kent under his employment agreement
includes an annual base salary of not less than $282,000, subject to increase at
the sole discretion of the Board of Directors of the Company, 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 Chief Executive Officer of the Company 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 the Company 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 the Company elects to enforce
certain non-competition provisions of the employment agreement.

     David M. Sindelar Employment Agreement.  Mr. David M. Sindelar entered into
an employment agreement with Holding and the Company on June 12, 1995. Pursuant
to such employment agreement, Mr. Sindelar will serve as the Senior Vice
President and Chief Financial Officer of Holding and Senior Vice President of
the Company through June 11, 2001. 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.

     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 Senior Vice President
of 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.

     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, Mr. Holler will serve as Vice President -- Finance of the
Company through November 12, 2001.

     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

                                        50
<PAGE>   52

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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Compensation decisions are made by the Board of Directors. Messrs. James N.
Mills, Joseph M. Fiamingo and Rodney D. Kent served as both executive officers
and directors during 2000, and are expected to serve in such capacities in 2001.

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 and a fee of $1,000 for each meeting of the board of
directors at which the director is present. 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, 2001, Holding has granted options to purchase 4,184,513 shares
of Holding common stock, 2,830,000 at $1.00 per share, 423,334 at $1.40 per
share, 36,179 at $1.625 per share, 205,000 at $1.81 per share and 690,000 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) the number
of shares of Holding Common Stock acquired upon exercise of an option. 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.

  Performance Options

     On March 31, 1995, Omega granted options (the "Performance Options") to
purchase 1,958,762 shares of common stock of Omega ("Omega Common Stock"). Mr.
Mills was granted Performance Options to purchase 652,921 shares of Omega Common
Stock, Mr. Sindelar was granted Performance Options to purchase 489,691 shares
of Omega Common Stock and Performance Options to purchase the remaining 816,150
shares of Omega Common Stock were granted to certain officers of Omega who are
also affiliated with Mills & Partners. In connection with the Wirekraft/Omega
Combination and pursuant to the terms of the option agreements (the "Performance
Option Agreements") related to the Performance Options, the

                                        51
<PAGE>   53

Performance Options became options to purchase an identical number of shares of
Holding Common Stock. 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.

                                        52
<PAGE>   54

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, 2000 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
                                       ---------------------------------------------------------------
                                                                      HOLDING CLASS A
                                         HOLDING COMMON STOCK         COMMON STOCK(1)
                                       ------------------------   -----------------------
                                        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)......................  119,645,964     100.0%             --        --         90.4%
  c/o Hicks, Muse, Tate & Furst
     Incorporated
  200 Crescent Court, Suite 1600
  Dallas, Texas 75201
Rodney D. Kent(3)....................    6,100,000       5.2%             --        --          4.7%
  c/o Omega Wire, Inc.
  12 Masonic Avenue
  Camden, New York 13316
Officers and Directors:
  James N. Mills(4)..................    1,702,034       1.5%     13,000,000     100.0%        11.4%
  Thomas P. Danis(5).................      200,000         *              --        --            *
  Jack D. Furst(2)...................  121,920,914     100.0%             --        --         90.4%
  John A. Gavin(6)...................      235,957         *              --        --            *
  Charles W. Tate(2).................  121,920,914     100.0%             --        --         90.4%
  Rodney D. Kent(3)..................    6,100,000       5.2%             --        --          4.7%
  Richard W. Vieser(7)...............      235,957         *              --        --            *
  Joseph M. Fiamingo(8)..............      880,000         *              --        --            *
  David M. Sindelar(9)...............           --        --       3,648,482      28.1%         2.8%
  Glenn J. Holler(10)................      200,000         *              --        --            *
  All executive officers and
     directors as a group (10
     persons)(11)....................  121,920,914     100.0%     13,000,000     100.0%        90.4%
</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
     conversion, shares of Class A Holding Common Stock are not included in the
     shares of Holding Common Stock beneficially owned in the foregoing table.

                                        53
<PAGE>   55

 (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 certain individuals that Hicks Muse
     has the power to direct the voting of with respect to the election of
     directors; (iv) shares owned of record by and issuable upon exercise of
     options granted under the Option Plan to certain individuals subject to an
     irrevocable proxy in favor of Hicks Muse; and (v) warrants to purchase
     340,201 shares of Holding Common Stock owned by HM Fund II and its
     affiliates. 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. John R. Muse, Charles W. Tate,
     Jack D. Furst, Michael J. Levitt and Dan H. Blanks are officers of Hicks
     Muse and as such may be deemed to share with Mr. Hicks the power to vote or
     dispose of Holding Common Stock held by HM Fund II. Each of Messrs. Hicks,
     Muse, Tate, Furst, Levitt and Blanks disclaims the existence of a group and
     disclaims beneficial ownership of Holding Common Stock not respectively
     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) Includes shares of Holding Class A Common Stock held by James N. Mills and
     shares of Holding Class A Common Stock that Mr. Mills has the power to vote
     by proxy. Does not include 1,576,141 shares of Holding Common Stock
     issuable to Mr. Mills upon the exercise of Performance Options that are not
     currently exercisable. See "Executive Compensation -- Benefit
     Plans -- Performance Options."

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

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

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

 (8) Consists of 880,000 shares of Holding Common Stock issuable to Mr. Fiamingo
     upon exercise of options granted under the Option Plan that are currently
     exercisable. Does not include 120,000 shares of Holding Common Stock
     issuable to Mr. Fiamingo upon exercise of options granted under the option
     plan that are not currently exercisable. See "Executive
     Compensation -- Benefit Plans -- Stock Option Plan."

 (9) Does not include 1,225,690 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."

(10) Consists of 200,000 shares of Holding Common Stock issuable to Mr. Holler
     upon exercise of options granted under the Option Plan that are currently
     exercisable. Does not include 50,000 shares of Holding Common Stock
     issuable to Mr. Holler upon exercise of options granted under the Option
     Plan that are not currently exercisable. See "Executive
     Compensation -- Benefit Plans -- Stock Option Plan."

(11) 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 direct the voting of with respect to the
     election of directors and to which Mr. Mills 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 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 1,205,000 options under the Option Plan
     that are not currently exercisable. See "Executive Compensation -- Benefit
     Plans -- Stock Option Plan" and "-- Performance Options."

                                        54
<PAGE>   56

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. Messrs. Tate and Furst, directors of Holding and the
Company, are officers 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. In connection with such sale, the Company agreed to indemnify
Viasystems for certain claims and litigation including any current or future
claims related to the Whirlpool Case, certain product liability claims, as
described in the purchase agreement, and any current or future liabilities
associated with the IRS Examination.

     During the third quarter of 2000, The Company and Viasystems reached a
settlement in the Whirlpool Case and agreed to pay the plaintiff $3.7 million.
The Company recognized a charge to income (loss) from discontinued operations of
$2.1, net of income tax benefit of $1.6, 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 $2.0 million. Also in
the fourth quarter, the Company recognized a charge to income (loss) from
discontinued operations of $1.7 million, net of income tax benefit, as a result
of its indemnification obligation related the Wire Harness Product Liability
Claims. As of December 31, 2000 and 1999, the reserve for the Company's
indemnification liability related to the Wire Harness Segment' product liability
claims was $5.1 million and $3.7 million, respectively. During the year ended
December 31, 2000 the Company had sales to Viasystems of $30.4 million.

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 $500,000 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 $500,000. 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. In January 2000, the Company paid Hicks Muse Partners cash
financial advisory fees of approximately $161,000 as compensation for its
services as financial advisor in connection with the 1999 acquisition of the
Forissier Group.

     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 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
                                        55
<PAGE>   57

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.

                                        56
<PAGE>   58

                                    PART IV

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

     See Index to Financial Statements and Financial Schedules on page 18 of
this report.

  Exhibits

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          2.1            -- Agreement and Plan of Merger dated as of June 2, 1995,
                            among Omega Wire Corp., Wirekraft Holdings Corp.,
                            International Wire Holding Company, International Wire
                            Group, Inc. and Wirekraft Acquisition Company(1)
          2.2            -- Agreement and Plan of Merger, dated as of March 5, 1996,
                            among Hoosier Wire, Inc., International Wire Group, Inc.,
                            and Wire Technologies, Inc.(2)
          2.3            -- Asset Purchase Agreement, dated as of March 5, 1996,
                            among Dekko Automotive Wire, Inc., International Wire
                            Holding Company, International Wire Group, Inc., and Wire
                            Technologies, Inc.(2)
          2.4            -- Asset Purchase Agreement, dated as of March 5, 1996,
                            among International Wire Holding Company, International
                            Wire Group, Inc., and Wire Technologies, Inc.(2)
          2.5            -- Asset Purchase Agreement, dated as of March 5, 1996,
                            among Silicones, International Wire Holding Company,
                            International Wire Group, Inc., and Wire Technologies,
                            Inc.(2)
          2.6            -- Stock Purchase Agreement dated March 23, 2000, by and
                            among Viasystems International, Inc., International Wire
                            Group, Inc. and Wirekraft Industries, Inc.(8)
          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).
</TABLE>

                                        57
<PAGE>   59

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          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           -- Fourth Supplemental Indenture, dated as of April 7, 1998,
                            by International Wire Group, Inc., the subsidiary
                            guarantors party thereto, and IBJ Schroder Bank and Trust
                            Company, as Trustee.*
          4.15           -- First Supplemental Indenture, dated as of April 7, 1998,
                            by International Wire Group, Inc., the subsidiary
                            guarantors party thereto, and IBJ Schroder Bank and Trust
                            Company, as Trustee.*
          4.16           -- Second Supplemental Indenture, dated as of April 7, 1998,
                            by International Wire Group, Inc., the subsidiary
                            guarantors party thereto, and IBJ Schroder Bank and Trust
                            Company, as Trustee.*
          4.17           -- Second Supplemental Indenture, dated as of December 29,
                            1999, between International Wire Group Inc., the
                            subsidiary guarantors party thereto, and The Bank of New
                            York, as successor Trustee to IBJ Schroder Bank & Trust
                            Company.*
          4.18           -- Third Supplemental Indenture, dated as of December 29,
                            1999, between International Wire Group Inc., the
                            subsidiary guarantors party thereto, and The Bank of New
                            York, as successor Trustee to IBJ Schroder Bank & Trust
                            Company.*
          4.19           -- Fifth Supplemental Indenture, dated as of December 29,
                            1999, between International Wire Group Inc., the
                            subsidiary guarantors party thereto, and The Bank of New
                            York, as successor Trustee to IBJ Schroder Bank & Trust
                            Company.*
         10.1            -- Agreement of Sublease, dated as of December 31, 1991,
                            between Oneida County Industrial Development Agency and
                            OWI Corporation.(1)
         10.2            -- Agreement of Sublease, dated as of December 31, 1991,
                            between Onondaga County Industrial Development Agency and
                            OWI Corporation.(1)
         10.3+           -- 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)
         10.4+           -- 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)
         10.5+           -- Employment Agreement, dated as of March 14, 1995, between
                            Omega Wire, Inc. and Rodney D. Kent.(1)
         10.6+           -- Option Agreement, dated as of March 31, 1995, between
                            Omega Wire Corp. and James N. Mills.(1)
</TABLE>

                                        58
<PAGE>   60

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         10.7+           -- Option Agreement, dated as of March 31, 1995, between
                            Omega Wire Corp. and David M. Sindelar.(1)
         10.8+           -- Option Agreement dated as of June 12, 1995, between Omega
                            Wire Corp. and David M. Sindelar.(1)
         10.9+           -- Option Agreement dated as of June 12, 1995, between
                            International Wire Group, Inc. and David M. Sindelar.(1)
         10.10           -- Stockholders Agreement dated as of June 12, 1995, among
                            International Wire Holding Company and the Stockholders
                            signatories thereto.(1)
         10.11           -- 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)
         10.12+          -- 1995 Stock Option Plan of International Wire Holding
                            Company.(3)
         10.13+          -- Form of Option Agreement of International Wire Holding
                            Company under 1995 Stock Option Plan.(3)
         10.14           -- Amended and Restated Credit Agreement, dated as of
                            February 12, 1997, among International Wire Group, Inc.,
                            International Wire Holding Company, the several lenders
                            from time to time parties thereto, Chase Manhattan Bank,
                            as Administrative Agent, and Bankers Trust Company, as
                            Documentation Agent.(4)
         10.15+          -- Employment Agreement, dated as of September 25, 1996,
                            among International Wire Holding Company and
                            International Wire Group, Inc. and Joseph M. Fiamingo.(4)
         10.16+          -- Option Agreement, dated as of November 5, 1995, between
                            International Wire Holding Company and Joseph M.
                            Fiamingo.(4)
         10.17+          -- Option Agreement, dated as of November 6, 1996, between
                            International Wire Holding Company and Joseph M.
                            Fiamingo.(4)
         10.18           -- 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)
         10.19           -- Second Amendment and Waiver to Amended and Restated
                            Credit Agreement, dated as of September 29, 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.(6)
         10.20+          -- Option Agreement, dated as of August 6, 1996, between
                            International Wire Holding Company and Glenn J.
                            Holler.(6)
         10.21           -- Fourth Amendment to Amended and Restated Credit
                            Agreement, dated as of December 29, 1999, among
                            International Wire Group, Inc., International Wire
                            Holding Company, Camden Wire Co., Inc., the Several
                            Lenders from time to time parties thereto, the Chase
                            Manhattan Bank, as Administrative Agent, and Bankers
                            Trust Company, as Documentation Agent.(7)
         10.22+          -- Employment Agreement, dated as of November 13, 1999,
                            among International Wire Holding Company and
                            International Wire Group, Inc. and Glenn J. Holler.(7)
</TABLE>

                                        59
<PAGE>   61

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         10.23+          -- Employment Agreement, dated as of November 13, 1999,
                            among International Wire Holding Company and
                            International Wire Group, Inc. and Joseph M. Fiamingo.(7)
         10.24           -- Supply Agreement dated March 29, 2000, between Wire
                            Harness Industries, Inc. and International Wire Group,
                            Inc.(8)
         10.25           -- Fifth Amendment to Amended and Restated Credit Agreement,
                            dated as of March 17, 2000, among International Wire
                            Group, Inc., International Wire Holding Company, Camden
                            Wire Co., Inc., the Several Lenders from time to time
                            parties thereto, the Chase Manhattan Bank, as
                            Administrative Agent, and Bankers Trust Company, as
                            Documentation Agent.*
         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.

(8) Incorporated by reference to the Current Report on Form 8-K of International
    Wire Group, Inc. as filed with the Securities Exchange Commission on April
    13, 2000.

 *  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, 2000.

                                        60
<PAGE>   62

                                   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,
                                                  Vice President -- Finance

Date: March 23, 2001

     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
                      ---------                                    -----                     ----
<C>                                                    <S>                              <C>

                 /s/ JAMES N. MILLS                    Director and Chief Executive     March 23, 2001
-----------------------------------------------------    Officer (Principal Executive
                  (James N. Mills)                       Officer)

                /s/ DAVID M. SINDELAR                  Senior Vice President and        March 23, 2001
-----------------------------------------------------    Chief Financial Officer
                 (David M. Sindelar)                     (Principal Financial
                                                         Officer)

                 /s/ GLENN J. HOLLER                   Vice President -- Finance        March 23, 2001
-----------------------------------------------------    (Principal Accounting
                  (Glenn J. Holler)                      Officer)

                 /s/ THOMAS P. DANIS                   Director                         March 23, 2001
-----------------------------------------------------
                  (Thomas P. Danis)

                  /s/ JACK D. FURST                    Director                         March 23, 2001
-----------------------------------------------------
                   (Jack D. Furst)

                  /s/ JOHN A. GAVIN                    Director                         March 23, 2001
-----------------------------------------------------
                   (John A. Gavin)

                 /s/ CHARLES W. TATE                   Director                         March 23, 2001
-----------------------------------------------------
                  (Charles W. Tate)

                /s/ RICHARD W. VIESER                  Director                         March 23, 2001
-----------------------------------------------------
                 (Richard W. Vieser)

                 /s/ RODNEY D. KENT                    Director                         March 23, 2001
-----------------------------------------------------
                  (Rodney D. Kent)

               /s/ JOSEPH M. FIAMINGO                  Chairman of the Board of         March 23, 2001
-----------------------------------------------------    Directors
                (Joseph M. Fiamingo)
</TABLE>

                                        61
<PAGE>   63

             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.

                                        62
<PAGE>   64

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          2.1            -- Agreement and Plan of Merger dated as of June 2, 1995,
                            among Omega Wire Corp., Wirekraft Holdings Corp.,
                            International Wire Holding Company, International Wire
                            Group, Inc. and Wirekraft Acquisition Company(1)
          2.2            -- Agreement and Plan of Merger, dated as of March 5, 1996,
                            among Hoosier Wire, Inc., International Wire Group, Inc.,
                            and Wire Technologies, Inc.(2)
          2.3            -- Asset Purchase Agreement, dated as of March 5, 1996,
                            among Dekko Automotive Wire, Inc., International Wire
                            Holding Company, International Wire Group, Inc., and Wire
                            Technologies, Inc.(2)
          2.4            -- Asset Purchase Agreement, dated as of March 5, 1996,
                            among International Wire Holding Company, International
                            Wire Group, Inc., and Wire Technologies, Inc.(2)
          2.5            -- Asset Purchase Agreement, dated as of March 5, 1996,
                            among Silicones, International Wire Holding Company,
                            International Wire Group, Inc., and Wire Technologies,
                            Inc.(2)
          2.6            -- Stock Purchase Agreement dated March 23, 2000, by and
                            among Viasystems International, Inc., International Wire
                            Group, Inc. and Wirekraft Industries, Inc.(8)
          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)
</TABLE>
<PAGE>   65

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
          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           -- Fourth Supplemental Indenture, dated as of April 7, 1998,
                            by International Wire Group, Inc., the subsidiary
                            guarantors party thereto, and IBJ Schroder Bank and Trust
                            Company, as Trustee.*
          4.15           -- First Supplemental Indenture, dated as of April 7, 1998,
                            by International Wire Group, Inc., the subsidiary
                            guarantors party thereto, and IBJ Schroder Bank and Trust
                            Company, as Trustee.*
          4.16           -- Second Supplemental Indenture, dated as of April 7, 1998,
                            by International Wire Group, Inc., the subsidiary
                            guarantors party thereto, and IBJ Schroder Bank and Trust
                            Company, as Trustee.*
          4.17           -- Second Supplemental Indenture, dated as of December 29,
                            1999, between International Wire Group Inc., the
                            subsidiary guarantors party thereto, and The Bank of New
                            York, as successor Trustee to IBJ Schroder Bank & Trust
                            Company.*
          4.18           -- Third Supplemental Indenture, dated as of December 29,
                            1999, between International Wire Group Inc., the
                            subsidiary guarantors party thereto, and The Bank of New
                            York, as successor Trustee to IBJ Schroder Bank & Trust
                            Company.*
          4.19           -- Fifth Supplemental Indenture, dated as of December 29,
                            1999, between International Wire Group Inc., the
                            subsidiary guarantors party thereto, and The Bank of New
                            York, as successor Trustee to IBJ Schroder Bank & Trust
                            Company.*
         10.1            -- Agreement of Sublease, dated as of December 31, 1991,
                            between Oneida County Industrial Development Agency and
                            OWI Corporation.(1)
         10.2            -- Agreement of Sublease, dated as of December 31, 1991,
                            between Onondaga County Industrial Development Agency and
                            OWI Corporation.(1)
         10.3+           -- 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)
         10.4+           -- 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)
         10.5+           -- Employment Agreement, dated as of March 14, 1995, between
                            Omega Wire, Inc. and Rodney D. Kent.(1)
         10.6+           -- Option Agreement, dated as of March 31, 1995, between
                            Omega Wire Corp. and James N. Mills.(1)
         10.7+           -- Option Agreement, dated as of March 31, 1995, between
                            Omega Wire Corp. and David M. Sindelar.(1)
         10.8+           -- Option Agreement dated as of June 12, 1995, between Omega
                            Wire Corp. and David M. Sindelar.(1)
         10.9+           -- Option Agreement dated as of June 12, 1995, between
                            International Wire Group, Inc. and David M. Sindelar.(1)
         10.10           -- Stockholders Agreement dated as of June 12, 1995, among
                            International Wire Holding Company and the Stockholders
                            signatories thereto.(1)
</TABLE>
<PAGE>   66

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------
<C>                      <S>
         10.11           -- 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)
         10.12+          -- 1995 Stock Option Plan of International Wire Holding
                            Company.(3)
         10.13+          -- Form of Option Agreement of International Wire Holding
                            Company under 1995 Stock Option Plan.(3)
         10.14           -- Amended and Restated Credit Agreement, dated as of
                            February 12, 1997, among International Wire Group, Inc.,
                            International Wire Holding Company, the several lenders
                            from time to time parties thereto, Chase Manhattan Bank,
                            as Administrative Agent, and Bankers Trust Company, as
                            Documentation Agent.(4)
         10.15+          -- Employment Agreement, dated as of September 25, 1996,
                            among International Wire Holding Company and
                            International Wire Group, Inc. and Joseph M. Fiamingo.(4)
         10.16+          -- Option Agreement, dated as of November 5, 1995, between
                            International Wire Holding Company and Joseph M.
                            Fiamingo.(4)
         10.17+          -- Option Agreement, dated as of November 6, 1996, between
                            International Wire Holding Company and Joseph M.
                            Fiamingo.(4)
         10.18           -- 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)
         10.19           -- Second Amendment and Waiver to Amended and Restated
                            Credit Agreement, dated as of September 29, 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.(6)
         10.20+          -- Option Agreement, dated as of August 6, 1996, between
                            International Wire Holding Company and Glenn J.
                            Holler.(6)
         10.21           -- Fourth Amendment to Amended and Restated Credit
                            Agreement, dated as of December 29, 1999, among
                            International Wire Group, Inc., International Wire
                            Holding Company, Camden Wire Co., Inc., the Several
                            Lenders from time to time parties thereto, the Chase
                            Manhattan Bank, as Administrative Agent, and Bankers
                            Trust Company, as Documentation Agent.(7)
         10.22+          -- Employment Agreement, dated as of November 13, 1999,
                            among International Wire Holding Company and
                            International Wire Group, Inc. and Glenn J. Holler.(7)
         10.23+          -- Employment Agreement, dated as of November 13, 1999,
                            among International Wire Holding Company and
                            International Wire Group, Inc. and Joseph M. Fiamingo.(7)
         10.24           -- Supply Agreement dated March 29, 2000, between Wire
                            Harness Industries, Inc. and International Wire Group,
                            Inc.(8)
         10.25           -- Fifth Amendment to Amended and Restated Credit Agreement,
                            dated as of March 17, 2000, among International Wire
                            Group, Inc., International Wire Holding Company, Camden
                            Wire Co., Inc., the Several Lenders from time to time
                            parties thereto, the Chase Manhattan Bank, as
                            Administrative Agent, and Bankers Trust Company, as
                            Documentation Agent.*
         21.1            -- Subsidiaries of International Wire Group, Inc.*
</TABLE>
<PAGE>   67

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

(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.

(8) Incorporated by reference to the Current Report on Form 8-K of International
    Wire Group, Inc. as filed with the Securities Exchange Commission on April
    13, 2000.

 *  Filed herewith.

 +  Indicates compensatory plan or arrangement.