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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2001

OR

|o | 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 1-9078

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THE ALPINE GROUP, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

22-1620387(I.R.S. Employer Identification No.)One Meadowlands Plaza
East Rutherford, New Jersey(Address of principal executive offices)

07073(Zip code)


Registrant's telephone number, including area code201-549-4400

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

Title of each class

Name of each exchange
on which registeredCommon Stock, par value $.10 per share

New York Stock Exchange


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 such filing requirements for the past
90 days. Yes ý    No o

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 the
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. o

At
March 25, 2002, the registrant had 13,992,613 shares of common stock, par value $.10 per share, outstanding, and the aggregate market value of the outstanding shares of voting
stock held by non-affiliates of the registrant on such date was approximately $16.0 million based on the closing price of $1.54 per share of such common stock on such date.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for the Company's Annual Meeting of Stockholders in Part III of this Form 10-K.

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PART I

Item 1. Business

The Alpine Group, Inc. (together with its subsidiaries, unless the context otherwise requires, "Alpine" or the "Company") is an industrial holding company
which over the past five years has held major investments in three substantial industrial manufacturing companies including: Superior TeleCom Inc. (NYSE: SUT), PolyVision Corporation and
Premier Refractories Inc.

In
August 1999, Alpine sold its common equity interest in Premier Refractories Inc. ("Premier") to the Cookson Group, plc ("Cookson") a diversified materials company traded
on the London Stock Exchange. The Company received total proceeds from the sale of approximately $139 million principally in the form of Cookson ordinary shares and recorded an after tax gain
of approximately $35 million for the year ended December 31, 1999.

In
November 2001 Alpine sold its common and preferred stock interest in PolyVision Corporation ("PolyVision") to Steelcase Inc. (NYSE: SCS) a major manufacturer of office
furniture and integrated office environment products. Total proceeds received by Alpine from the PolyVision sale amounted to approximately $41 million and the Company reported a pretax gain
from such sale of $8.4 million for the year ended December 31, 2001.

With
the sale of Premier and PolyVision, the Company's principal investments as of December 31, 2001 include (i) a 50.2% common equity ownership in Superior
TeleCom Inc. ("Superior"), (ii) a remaining investment of 14.3 million ordinary shares of Cookson (which represents less than 2% of Cookson ordinary shares) and
(iii) $33.2 million in corporate cash and cash equivalents.

As
a 50.2% owned subsidiary, the operating results and balance sheet of Superior are consolidated with Alpine. As discussed further herein, Superior has a highly leveraged capital
structure with approximately $1.3 billion in debt. However, Alpine has not guaranteed and is not liable for Superior's
debt (other than guarantees with respect to certain capital lease arrangements). Included in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" is an
analysis of Alpine's balance sheet and capital structure excluding the impact on Alpine of Superior's leveraged balance sheet and capital structure.

The
remainder of the information incorporated into Item 1. "Business" addresses principally the business and operations of Superior.

Alpine
was incorporated in New Jersey on May 7, 1957 and reincorporated in Delaware on February 3, 1987.

Superior Telecom Inc.

General

Superior TeleCom Inc. (together with its subsidiaries, unless the context otherwise requires, "Superior") is the largest wire and cable manufacturer in
North America and the fourth largest in the world. Superior manufactures wire and cable products for the communications, original equipment manufacturer, or "OEM", and electrical markets. Superior is
a leading manufacturer and supplier of communications wire and cable products; magnet wire and insulation materials for motors, transformers and electrical controls; and building and industrial wire
for applications in commercial and residential construction and industrial facilities. Superior operates 30 manufacturing facilities in the United States, Canada, United Kingdom, Israel and Mexico.

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Organizational History

Superior was incorporated in July 1996 as a wholly-owned subsidiary of Alpine. In October 1996, Alpine completed a reorganization whereby all of the
issued and outstanding common stock of two of Alpine's wholly-owned subsidiaries, Superior Telecommunications Inc. and DNE Systems, Inc., were contributed to Superior. Immediately
thereafter, Superior completed an initial public offering of its common stock, pursuant to which Alpine's common stock ownership position in Superior was reduced to approximately 50.1%. As a result of
treasury stock repurchases, stock grants and other transactions, Alpine's December 31, 2001 common stock interest in Superior was 50.2%.

Superior
effected a five-for-four stock split on February 2, 1998 and on February 3, 1999, and issued a 3% stock dividend on February 11,
2000.

Acquisitions

During the period 1995-1998 Superior, including its predecessors, completed two significant acquisitions resulting in a major consolidation of the
North American wire and cable industry. In May 1995, Superior Telecommunications Inc. acquired the North American copper telecommunications wire and cable operations of Alcatel N.A.
Cable Systems, Inc. and Alcatel Canada Wire, Inc. With this acquisition, Superior became the largest North American manufacturer of copper communications wire and cable.

In
November 1998, Superior, through a wholly-owned subsidiary, acquired approximately 81% of the outstanding shares of common stock of Essex International Inc. ("Essex")
through a cash tender offer for an aggregate price of approximately $770 million. Then, in March 1999, Essex merged with Superior's wholly-owned subsidiary, pursuant to which the holders
of the remaining 19% of the outstanding shares of common stock of Essex received, in the aggregate, $167 million liquidation value of an 81/2% trust convertible preferred
security of Superior Trust I, a Delaware trust in which Superior owns all the common equity interests. Essex, through its subsidiaries, manufactured and distributed wire and cable products, including
magnet wire, building wire and copper communications wire and cable. As a result of the acquisition of Essex, Superior became the largest wire and cable manufacturer in North America and the fourth
largest wire and cable manufacturer in the world.

During
1998, Superior also expanded its international operations with the acquisition of a 51% controlling interest in Cables of Zion United Works, Ltd. ("Cables of Zion"). Cables
of Zion was an Israel-based cable and wire manufacturer whose primary products included fiber and copper communications wire and cable and power cable. Cables of Zion products were sold primarily into
the Israeli and European markets. During 1998 and 1999, Cables of Zion also acquired two other wire and cable companies in Israel, Cvalim-The Electric Wire & Cable Company of
Israel Ltd. and Pica Plast Limited. As a result of these acquisitions, Cables of Zion, which changed its name to Superior Cables Limited, became the largest wire and cable manufacturer in
Israel with an approximate 80% market share. The operations of Superior Cables Limited, including the acquired operations of Cvalim and Pica Plast, are hereinafter referred to as "Superior Israel".

Corporate Reorganization and Operational Restructurings

During 1999 and 2000, Superior completed a significant corporate reorganization at Essex and a major restructuring of certain operations of Essex, including the
sale of non-strategic business lines and the rationalization of certain manufacturing assets. In April 1999, Superior completed a corporate reorganization which included the
elimination of more than 130 corporate and divisional general and administrative positions at Essex. Annual savings in corporate expenses from these personnel
reductions, along with other corporate general and administrative cost reductions and synergies, approximated $25 million. Superior also divested non-core product lines, including
the sale of the business and operating assets of Essex's insulation products business in October 1999 and its Interstate

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operations (wiring assemblies for trucks and buses) in December 1999. Additionally during this period, Superior completed a restructuring and rationalization of the operating assets comprising
Essex's Electrical Group which included the shutdown or sale of six electrical wire manufacturing plants with the Electrical Group manufacturing operations being consolidated into six remaining
facilities. This restructuring resulted in the elimination of approximately 600 positions and a reduction of 22% in the Electrical Group's manufacturing capacity, all of which was considered excess
capacity. As a result of the above mentioned activities, Superior had eliminated by December 31, 2001 approximately 1,100 positions in the aggregate, a 25% reduction in Essex's total workforce
since the beginning of 1999.

During
2001 and in response to weak economic and business conditions, Superior further reduced its production and manufacturing costs through a combination of permanent job eliminations
and temporary plant shutdowns and short-term furloughs and layoffs. During 2001, Superior's work force was reduced by an additional 677 employees through permanent job eliminations.

Recent Debt Amendments

During 2001 and through March 31, 2002, Superior completed three major amendments to its principal bank credit agreements. In June 2001, Superior
completed an amendment to its senior secured bank credit agreement which included, among other matters, a provision requiring that Superior complete a deleveraging event, in the form of an asset sale
or other equity transaction, that would generate at least $175 million in net proceeds to be applied to senior secured debt reduction by July 1, 2002. As a result of this amendment,
Superior initiated a process in August 2001 contemplating the sale of its Communications Group operations. Due to the slowing U.S. economy, the events of September 11, 2001 and the
ensuing impact on the financial and capital markets, Superior announced in December 2001 that it was postponing this asset sale process until business and economic conditions improved and the
financial and capital markets stabilized. On December 27, 2001, Superior entered into a subsequent amendment to its senior secured bank credit agreement which extended the date for completion
of the asset sale or other equity transaction and $175 million debt repayment through January 3, 2003. In March 2002, Superior entered into a further amendment to its senior bank
credit agreement which eliminated the requirement that it repay $175 million of its senior secured bank debt by January 3, 2003. The March 2002 amendment also deferred until
January 31, 2003 certain term loan principal amortization requirements otherwise due in 2002 and modified certain financial covenants for 2002 lowering the minimum operating performance hurdles
for compliance. As a result of the March 2002 amendment, Superior will not be required to complete a deleveraging event, in the form of an asset divestiture or other equity transaction during
2002. However, Superior will continue to consider asset divestitures as a possible course of action for further deleveraging Superior's balance sheet based on economic conditions, financial markets
and asset valuations.

Superior's
capital structure is highly leveraged and Superior continues to be exposed to liquidity risks associated with, among other factors, the requirement that it comply with various
financial covenants
imposed by its senior secured bank credit agreement and the uncertainty of future operating results and other factors, such as working capital changes (including the impact of changes in vendor trade
credit arrangements) that may impact Superior's liquidity on an ongoing basis. For further discussion of these matters, see Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of OperationLiquidity and Capital Resources."

Communications Group

Superior's Communications Group includes its North American communications wire and cable operations as well as the operations of Superior Israel.

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The
Communications Group North American operations manufacture and sell the following communications wire and cable products:



Superior
is the largest manufacturer of copper communications cable in North America, and the largest manufacturer of copper OSP wire and cable products worldwide.

The
Communications Group North American operations also include the operations of DNE Systems, Inc. ("DNE"). DNE designs and manufactures data communications equipment, integrated
access devices and other electronic equipment for defense, government and commercial applications. DNE's net sales are not material in relation to the total net sales of the Communications Group.

Current Business Environment

The Communications Group North American operations experienced reduced demand levels in 2001 in each of the Communications wire and cable product sectors
delineated above. These reduced demand levels particularly impacted the fourth quarter of 2001 and continue to impact demand through the early portion of 2002.

In
the copper OSP wire and cable product sector, revenues declined 25% in the fourth quarter of 2001 as compared to the 2001 third quarter and were 31% below comparative revenues in the
fourth quarter of 2000, reflecting substantial infrastructure spending reductions initiated by the regional Bell operating companies ("RBOCs") and independent telephone operating companies during the
latter half of 2001. In addition, four of the major telephone operating companies experienced negative access line growth in the local loop in 2001 which contributed to reduced demand for copper OSP
products. Forecasts for capital spending by major telephone operating companies for 2002 are below levels experienced in 2000 and 2001. As discussed further herein, Superior believes that more than
50% of its copper OSP product sales are associated with repair and maintenance applications within the local loop. Thus, while there can be no certainty, Superior believes that demand for copper OSP
products will improve later in 2002 since, in management's opinion, expenditures for maintenance and repair cannot be deferred indefinitely.

In
the fiber optic OSP cable product sector, the dramatic growth in demand for fiber optic OSP products experienced over the past 3-5 years came to an abrupt halt in
2001, with demand declining by approximately 60% in the second half of 2001 compared to the first half of the year. Pricing levels also declined over this same period. The significant reduction in
demand for fiber OSP products is believed to be attributable to the substantial overbuild over the past several years of long haul fiber optic networks by emerging, as well as established, long
distance companies, and, to a lesser degree, CATV operators and major telephone companies.

In
the copper and fiber optic premise product sector, demand for LAN and voice cable declined approximately 20-25% in 2001 as compared to 2000 with an attendant impact on the
pricing in these markets. Reduction in demand for premise products is principally associated with reductions in overall

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investments in telecom projects including reduced spending for computer networks and other information technology infrastructure projects.

In
response to the continued weak demand in early 2002, the Communications Group closed its manufacturing facility in Elizabethtown, Kentucky in March. This closure, representing
approximately 15% of the Communications Group total capacity, will permit the Communications Group to permanently eliminate the fixed and variable costs associated with this facility and redistribute
its production requirements to operate its remaining facilities in a more cost-efficient manner without loss
of service to its customers. Including the headcount reductions associated with this closing, the Communications Group has permanently reduced its employee workforce by more than 22% since the
beginning of 2001.

Copper OSP Products

Copper wire and cable are the most widely-used media for voice and data transmission in the local loop portion of the traditional telecommunications
infrastructure operated by the LECs, which include the RBOCs and the independent telephone operating companies. The local loop is the segment of the telecommunications network that connects the
customer's premises to the nearest telephone company switching center or central office. Superior believes that copper will continue to be a leading transmission medium in the local loop due to
factors such as:



Demand
for copper OSP wire and cable is dependent on several factors, including the rate at which new access lines are installed in homes and businesses, the level of infrastructure
spending for items such as road-widenings and bridges, which generally necessitates replacement of existing utilities including telephone cable, and the level of general maintenance
spending by the LECs. The installation of new access lines is, in turn, partially dependent on the level of new home construction and expansion of business.

The
local loop comprises approximately 185 million residential and business access lines in the United States. The installed base of copper wire and cable and associated switches
and other components
utilized in the local loop represents an investment of over $150 billion that must be maintained by the LECs. Although other media, such as fiber optic cable, are used for trunk lines between
central offices and for feeder lines connecting central offices to the local loop, a substantial portion of all local loop lines and systems continue to be copper-based. Superior believes that in the
local loop, copper-based networks require significantly lower installation costs than other alternative networks such as fiber optics.

Copper
usage in the local loop continues to be supported by technological advances that expand the use and bandwidth of the installed local loop copper network. These technologies,
together with regulatory developments and increased competition among service providers, have accelerated the demand for and the introduction of new high-speed and bandwidth-intensive
telecommunications services, such as integrated voice and data, broadcast and conference quality video, Internet, high-speed

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LAN-to-LAN connectivity and other specialized bandwidth-intensive applications, all of which can now be provided over the copper based local loop network.

Superior's
copper OSP products include distribution cable and service wire products, ranging in size from a single twisted pair wire to a 4,200-pair cable. The basic unit of
virtually all copper OSP wire and cable is the "twisted pair," a pair of insulated conductors twisted around each other. Twisted pairs are bundled together to form communications wire and cable.
Superior's copper OSP wire and cable products are differentiated by a multitude of design variations, depending on where the cable is to be installed. Copper OSP products normally have metallic
shields for mechanical protection and electromagnetic shielding, as well as an outer polyethylene jacket.

For
the year ended December 31, 2001, net sales of copper OSP products accounted for 63% of the Communications Group net sales.

Superior
has historically been a key supplier of copper OSP wire and cable to the RBOCs and Sprint Corporation. It is estimated that the RBOCs and Sprint comprise approximately 80% of
the North American copper OSP market. The remaining 20% of the North American market is comprised of more than 1,200 smaller independent telephone companies. Prior to the Essex acquisition, Superior
was not a major supplier to the smaller independent telephone companies due to capacity constraints and lack of established distributor relationships. The Essex acquisition provided Superior both the
capacity and the established distributor network to address this market. For the year ended December 31, 2001, 56% of Superior's copper OSP net sales were to the RBOCs and Sprint. Superior
sells to the RBOCs and major independent telephone companies through a direct sales force. With the acquisition of Essex, Superior's OSP wire and cable products are increasingly being sold through
domestic and international distributors and sales representatives.

Superior's
sales to the RBOCs and the major independent telephone operating companies are generally pursuant to multi-year supply arrangements in which the customer agrees to
have Superior supply a certain portion of the customer's OSP wire or cable needs during the term of the arrangement.
Typically, customers are not required to purchase any minimum quantities of product under these arrangements. At December 31, 2001, Superior had multi-year arrangements with three
of the four RBOCs and with Sprint.

Broadband Products

Superior's broadband products include: (1) OSP fiber and composite cables and (2) copper and fiber optic premise wire and cable products. These
products are designed to meet the highest bandwidth requirements necessary in trunking and feeder applications to service the growing demand for increasing transmission rates within the copper based
local loop distribution network and to service the high transmission rate requirements of local area and wide area networks. Sales of broadband products for the year ended December 31, 2001
accounted for 15% of the Communications Group net sales.

Fiber Optic OSP Products

For many years the use of fiber optic OSP cable was principally limited to trunking applications and, to a lesser degree, high density feeder applications within
the local exchange network. During this period the fiber optic OSP cable market was dominated by major vertically integrated optical fiber producers, including Corning, Inc. and Lucent
Technologies Inc., who held significant technological and cost advantages. Prior to 2001, the demand for fiber optic cable increased dramatically in the feeder network as a funnel to support
the emerging high bandwidth digital copper loops and as both a backbone and distribution medium for CATV applications. Technological advances have now allowed other manufacturers to cost efficiently
produce fiber optic OSP cable products and effectively compete with the major vertically integrated fiber optic cable producers.

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The
fiber optic OSP cables Superior manufacturers can be used in a variety of installations such as aerial, buried and underground conduit and can be configured with two to over 280
fibers, which are typically single-mode fibers. These cables are sold to Superior's traditional customers, such as distributors and LECs (including the RBOCs), as well as new customers,
such as CATV companies and campus networks. Superior estimates the North American market for fiber optic OSP cables similar to those manufactured by Superior to be approximately $1.9 billion.

Premise Products

Premise wire and cable is used within buildings to provide connectivity for telecommunications networks and LANs and within switching structures to connect
various electronic switching and testing
components. Rapid technological advances in communication and computer system capabilities have created increasing demand for greater bandwidth capabilities in wire and cable products. Demand for
premise wire and cable products is dependent upon new office building construction, technological upgrades of existing office buildings networks and residential access line demand.

There
are two primary applications for communications wiring systems within buildings: voice applications, estimated at 15% of new wiring system investment and data applications,
estimated at 85% of new wiring system investment. The primary voice application consists of networking telephone stations. The primary data application is LANs, which require the wired interconnection
of workstations and peripherals, such as printers and file servers, to form a network.

Four
major types of cables are currently deployed in premise applications: (1) LAN copper twisted pair (unshielded twisted pair or "UTP" and shielded twisted pair or "STP"),
(2) LAN fiber optic cable, (3) LAN coaxial cable and (4) voice grade twisted copper pair.

Superior's
current premise wire and cable product offerings include voice grade twisted pair, LAN UTP and LAN fiber optic cable. Superior's LAN UTP product offerings include
Category 6 cables and Category 5e cables ranging in size from 4-pair to 25-pair. These cables are designed and manufactured for use in both plenum (horizontal)
and riser (vertical) applications. Superior has recently developed and has begun manufacturing, marketing and selling LAN fiber optic cables. These cables, which may be used for LAN trunking or
distribution applications, contain from one to 144 fibers, and are used in plenum and riser applications within buildings.

Superior's
premise wire and cable products are sold primarily through major national and international distributors, smaller regional distributors who in turn resell to contractors,
international and domestic telephone companies and private overseas contractors for installation in industrial, commercial and residential markets.

The
premise wire and cable market is fragmented with nearly 25 premise wire and cable manufacturers in North America and more than 75 worldwide. Major suppliers in North America include
Lucent Technologies Inc., Cable Design Technologies Corporation, Berk-Tek, Belden Inc., CommScope Inc., General Cable Corporation, Corning, Inc. and
Avaya Inc. Superior estimates the North American market for premise wire and cable products similar to those manufactured by Superior to be approximately $1.7 billion.

Superior Israel

As previously discussed, during 1998 Superior acquired 51% of the outstanding common stock of Cables of Zion, an Israeli wire and cable company. Cables of Zion,
in subsequent transactions, acquired the business and certain operating assets of Cvalim and Pica Plast. With the consolidation of these
three businesses, Superior Israel is the largest Israeli wire and cable manufacturer with an approximate 80% share of the Israeli wire and cable market.

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Superior
Israel's major product offerings include: (1) communications cable including copper and fiber optic OSP and premise products; (2) high and medium voltage power
cable utilized by power utilities; and (3) industrial and automotive wire and cable.

Superior
Israel's major customers include the two largest public utilities in Israel: Bezeq, the largest Israeli telephone company and IEC, the largest Israeli power utility. Product
export sales outside of Israel amounted to 29% of total sales for the year ended December 31, 2001. The major export markets include Europe, Latin America and Southeast Asia.

As
a result of the combination of the operations of Cables of Zion, Cvalim and Pica Plast, Superior has consolidated certain manufacturing facilities and administrative functions. This
restructuring resulted in closure of five manufacturing facilities, closure of administrative offices in Rishon LeZion and elimination of 299 personnel to date. Superior Israel currently operates
three manufacturing plants.

OEM Group

Superior's OEM Group develops, manufactures and markets magnet wire and other related products to major OEMs for use in motors, transformers and electrical
controls. Through its Essex Brownell distribution business, Superior also distributes its magnet wire and certain related accessory products to smaller OEMs as well as to motor repair
facilities.

In
1998, Essex, prior to its acquisition by Superior, acquired BICC's UK-based magnet wire operations. This acquisition allows Superior to participate in growth arising from
the consolidation of the Western European magnet wire market and from economic growth and development in Eastern Europe. During 2000, Superior substantially completed construction of a new magnet wire
manufacturing facility located in Torreon, Mexico. This new facility is strategically located to service, on a cost effective basis, major U.S. OEM customers with Mexican manufacturing locations as
well as to service directly new market opportunities in Mexico and Central America. In the fourth quarter of 2001, the Company was granted a full maquila permit allowing it to manufacture, market and
distribute a full range of products to Mexican national companies. With the addition of the Torreon facility, the OEM Group operates 12 manufacturing plants and 21 warehousing and distribution
locations in North America and the U.K.

For
the year ended December 31, 2001, sales of magnet wire accounted for 74% of the OEM Group net sales.

Magnet Wire

Superior is the leading manufacturer and supplier of magnet wire in the North American market. Magnet wire is used in electrical motors, with the principal end
market applications including electrical motors used in automotive and industrial applications, and for appliances. Magnet wire is also used in transformers for power generation by power utilities and
for power conversion and electrical controls in industrial applications.

Due
to the weak industrial economic environment, the North American market for magnet wire declined by an estimated 10-15% during 2001 resulting in a reduction in net sales
of magnet wire products in 2001. Although sales of automobiles were at record levels during 2001, magnet wire producers did not experience significant gains from this sector as auto manufacturers
reduced inventories and automobile production did not keep pace with sales. Additionally, the demand for household appliances, industrial motors, compressors, transformers and generators experienced a
marked decline in 2001. However, over the long-term, Superior believes there will be growth in the magnet wire industry driven by increasing demand for electrical devices containing motors
for, among other things, home appliances and automobiles. The automotive industry's shift to a 42-volt electrical system should also stimulate demand for magnet wire as more electrical
systems and components are

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added to vehicles. Additionally, federal government mandates are requiring higher energy efficiency from electrical devices, which is achieved by using, on average, 25% more magnet wire in higher
efficiency motors and transformers.

Due
to the substantial initial capital costs associated with magnet wire production, the importance of consistent quality, stringent technological requirements and the cost advantages of
larger magnet wire producers, significant industry consolidation has occurred during the past ten years in the North American magnet wire industry. In addition, the percentage of domestic magnet wire
produced by independent magnet wire manufacturers, such as Superior, has grown over the last several years as the manufacturing capacity of captive magnet wire producers (electrical equipment
manufacturers who internally produce their own magnet wire) has declined as a result of outsourcing. It is estimated that captive magnet wire manufacturers now represent only 7% of total magnet wire
production in North America.

Superior
offers a comprehensive line of magnet wire products including over 500 types of magnet wire used in a wide variety of applications. Magnet wire is insulated copper or aluminum
wire that is wound into coils for use in electromagnetic devices including motors, alternators, transformers, control devices and power generators.

Superior
works closely with global OEMs to develop new magnet wire products for applications in energy efficient motors, generators and transformers. In recent years, Superior has
introduced the Ultra Shield Plus wire for use by global OEM motor manufacturers in inverter drive motors where high voltage spikes are encountered. Other new products include
Soderon®/180 and Soderex®/180 both used in appliance controls in higher temperature applications. These products allow for increased throughput with faster soldering times than
conventional high temperature type products. Superior is also a leader in product palletizing and packaging with a focus on ease of handling, reduced freight damage, environmental disposal issues and
cost reduction.

Superior's
magnet wire products are sold directly to major OEMs and, through its Essex Brownell distribution business, to secondary OEMs, aftermarket repair facilities, coil
manufacturers and distributors. Products are also marketed internationally through authorized distributors.

Sales
to major OEMs, including, among others, Emerson, Delphi Automotive Systems, A.O. Smith, Howard Industries, Cooper Power and Tecumseh, are typically pursuant to annual or
multi-year supply agreements with a percentage of each customer's total requirements awarded at a negotiated fixed price, subject to adjustment for the cost of copper. For the year ended
December 31, 2001, approximately 84% of magnet wire sales were pursuant to such supply arrangements.

Essex Brownell Distribution and Accessory Products

Through its Essex Brownell distribution operations, Superior sells magnet wire, insulation and other related accessory products to the motor repair and secondary
OEM markets. The Essex Brownell distribution operations include a nationwide sales force, supported by over 20 strategically located distribution and warehouse locations. In addition to magnet wire,
the Essex Brownell line includes products from manufacturers such as 3M, Permacel, Dow Corning and P.D. George. Superior believes that it has a distinct competitive advantage as it is the only major
North American magnet wire producer that also distributes a full line of complementary electrical accessory products used by the motor repair and secondary OEM markets.

Electrical Group

Superior's Electrical Group manufactures and distributes a complete line of building wire products as well as a limited line of industrial wire products. As
discussed above in "Recent Corporate Reorganization and Operational Restructurings", the Electrical Group has consolidated its manufacturing operations reducing its manufacturing facilities from
twelve to six remaining

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manufacturing facilities in the United States. This manufacturing consolidation eliminated excess capacity and has resulted in lowered manufacturing cost and an overall improved cost structure.

Building
wire products include a wide variety of thermoplastic and thermoset insulated wires for the commercial and industrial construction markets and service entrance cable,
underground feeder wire and nonmetallic jacketed wire and cable for the residential construction market. These products are generally installed behind walls, in ceilings and underground. The
industrial wire product segment (which forms a much smaller component of sales than building wire) includes appliance wire, motor lead wire, bulk flexible cord, power supply cord sets, welding cable
and recreational vehicle wire.

Superior
is one of the leading manufacturers in North America of copper building wire products used in commercial and residential applications. Demand for building wire is correlated
with the level of renovation activity, as well as new construction. The demand for building wire in both new construction and renovation is affected by the increased number of circuits and amperage
handling capacity needed to support the increasing demand for electrical services. In addition, greater wiring density is required in new construction and renovation projects to provide for the
electrical needs of appliances such as trash compactors, microwave ovens, air conditioners, entertainment centers, lighting and climate controls, specialty lighting and outdoor lighting systems. New
home automation and computer systems contribute to the increased cable and wire density requirements in new and renovation construction as well. The average new home is increasing in size and thus
influencing demand in this industry.

The
building wire industry has experienced significant consolidation in recent years, declining from approximately 30 manufacturers in 1980 to 8 primary manufacturers in 2001. Superior
believes this consolidation is due primarily to cost efficiencies achieved by the larger building wire producers as they capitalize on the benefits of vertical integration and manufacturing,
purchasing and distribution economies of scale. In 2001, there was a major industry consolidation between Superior's two largest competitors, with Southwire acquiring the building wire operations of
General Cable. With the acquisition, Southwire became the largest manufacturer of building wire with an approximate 40% market share. Notwithstanding this consolidation of suppliers, there still
exists excess manufacturing capacity for building wire which is generally viewed as a commodity product. As a result, the market is extremely competitive, with price and availability being the most
important factors. Since 1999, market pricing for building wire products has declined substantially with copper adjusted pricing reaching five year lows in 2001. As previously discussed, Superior has
responded to these conditions by eliminating excess capacity and consolidating remaining production capacity to achieve cost reductions necessary to offset, in part, the impact of the recent period
price declines.

In
the industrial wire market, Superior has a significantly smaller market position than in the building wire industry. Factors impacting sales growth in this market include the
construction and expansion of manufacturing plants and consumer spending for hard goods. Due to the diversity of product offerings within this industry, Superior's competition is fragmented across
product lines and markets served.

Superior
sells its electrical wire and cable products nationally through an internal sales force and through manufacturers' representatives. Its customer base is large and diverse,
consisting primarily of wholesale electrical and specialty distributors, consumer product retailers and hardware wholesalers. No single customer accounts for more than 10% of the Electrical Group net
sales.

Superior
serves wholesale electrical and specialty distributors through strategically located regional distribution centers ("RDCs"). These RDCs provide for centralized stocking of
"off-the-shelf" products including substantially all of Superior's building and industrial wire products. To a lesser degree, these RDCs provide regionally centralized
distribution for communication wire and cable, magnet wire and related insulation products. Superior currently operates four RDCs located in Georgia, Missouri, California and Indiana.

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Raw Materials and Manufacturing

The principal raw materials used by Superior in the manufacture of its wire and cable products are copper, aluminum, bronze, steel, optical fibers and plastics
such as polyethylene and polyvinyl chloride. Copper rod is the most significant raw material used in Superior's manufacturing process. Superior estimates it is the largest North American consumer of
copper rod with over 900 million pounds used annually in its production process. Due to the importance of copper to its business, Superior maintains a centralized metals operation that manages
copper procurement and provides vertical integration in the production of copper rod and in scrap recycling.

Superior
maintains four copper rod continuous casting units strategically located in proximity to many of its major wire producing plants to minimize freight costs. These facilities
convert copper cathode into copper rod which is then shipped and utilized directly in Superior's manufacturing operations. Through these continuous casting units, Superior is able to produce
approximately 70% of its North American copper rod requirements.

In
addition to converting copper cathode into copper rod, Superior's also has a metal processing center which processes copper scrap, both internally generated scrap as well as scrap
purchased from other copper wire producers. Copper scrap is processed in rotary furnaces, which also have refining capability to remove impurities. Superior uses a continuous casting process to
convert scrap material directly into copper rod. Management believes that internal reclamation of scrap copper provides greater control over the cost to recover Superior's principal manufacturing
by-product.

Superior
purchases copper cathode and, to the extent not provided internally, copper rod from a number of copper producers and metals merchants. Generally, copper cathode and rod
purchases are pursuant to supply agreements which extend for a one-year period and are normally based on the COMEX price and, in the case of rod, an adder to reflect cathode conversion,
plus a premium to cover transportation and payment terms.

Historically,
Superior has had adequate supplies of copper available to it from producers and merchants, both foreign and domestic. In addition, competition from other users of copper
has not affected Superior's ability to meet its copper procurement requirements. Although Superior has not experienced any shortages in the recent past, no assurance can be given that Superior will be
able to procure adequate supplies of its essential raw materials to meet its future needs.

The
cost of copper has been subject to considerable volatility over the past several years. Fluctuations in the cost of copper have not had a material impact on profitability due to the
ability of Superior in most cases to adjust product pricing in order to properly match the price of copper billed with the copper cost component of its inventory shipped. Additionally, Superior, to a
limited extent, utilizes COMEX fixed price futures contracts to manage its commodity price risk. Superior does not hold or issue such contracts for trading purposes.

During
1999 and 2000, availability of optical fiber was limited at times due to rapid growth in product demand. Demand for optical fiber declined dramatically in 2001 resulting in
substantial excess capacity for optical fiber. Accordingly, the Company does not anticipate any shortfall in meeting its procurement requirements for optical fiber in the foreseeable future.

In
addition to copper rod, Superior is also vertically integrated in the production of magnet wire enamels and extrudable polymeric compounds. Superior believes one of its primary cost
and quality advantages in the magnet wire business is the ability to produce most of its enamel and copper rod requirements internally. Similarly, Superior believes its ability to develop and produce
PVC and rubber compounds, which are used as insulation and jacketing materials for many of its building wire, communication wire and industrial wire products, provides competitive advantages because
greater control over the cost and quality of essential compounds used in production can be achieved.

12

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Export Sales

Superior's export sales during the year ended December 31, 2001 were $140.5 million. Superior's primary markets for export sales are Latin America
and Europe.

Backlog; Returns

Backlog in the communications wire and cable segment typically consists of 2-5 weeks of sales depending on seasonal and overall industry demand
issues. Superior's other product lines have no significant order backlog because Superior follows the industry practice of stocking finished goods to meet customer demand on a
just-in-time basis. The Company believes that the ability to supply orders in a timely fashion is a competitive factor in the markets in which Superior operates. Historically,
sales returns have not had a material adverse effect on the Company's results of operations.

Competition

The market for wire and cable products is highly competitive. Each of Superior's businesses competes with at least one major competitor. However, due to the
diversity of Superior's product lines as a whole, no single competitor competes with Superior across the entire spectrum of Superior's product lines.

Many
of Superior's products are made to industry specifications and, therefore, may be interchangeable with competitors' products. Superior is subject to competition in many markets on
the basis of price, delivery time, customer service and its ability to meet specialty needs. The Company believes that Superior enjoys strong customer relations resulting from its long participation
in the industry, emphasis on customer service, commitment to quality control, reliability and substantial production resources. Furthermore, the Company believes that Superior's distribution networks
enable it to compete effectively with respect to delivery time.

Research And Development

Superior operates research and development facilities in Kennesaw, Georgia, Lafayette, Indiana and Fort Wayne, Indiana. The Kennesaw facility's efforts primarily
address the needs of the Communications Group premise product lines and product cost-reduction activities. The Lafayette facility is focused on the development of improved PVC and rubber
compounds which are used as insulation and jacketing materials for many communication, automotive, building and industrial wire products. At the Fort Wayne facility, Superior's metallurgical and
chemical labs are focused on the development of magnet wire metal properties and processing qualities, as well as enhancement of enamels and their application in the magnet wire manufacturing process.

Aggregate
research and development expenses during the fiscal year ended April 30, 1999, the eight months ended December 31, 1999 and the years ended December 31,
2000 and 2001 amounted to $5.1 million, $4.1 million and $7.2 million and $9.0 million, respectively.

Although
Superior holds certain trademarks, licenses and patents, none is considered to be material to its business.

Employees

As of December 31, 2001, the Company employed approximately 5,300 employees substantially all of which are employees of Superior. Approximately 1,989
persons employed by the Company are represented by unions. The Company closed its Elizabethtown, Kentucky facility in March 2002 reducing the number employed by approximately 200 persons.
Collective bargaining agreements expire at various times between 2002 and 2004, with contracts covering approximately 14% of the Company's

13

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unionized work force due to expire at various times in 2002. The Company considers relations with its employees to be satisfactory.

Environmental Matters

The manufacturing operations of the Company's subsidiaries are subject to extensive and evolving federal, foreign, state and local environmental laws and
regulations relating to, among other things, the storage, handling, disposal, emission, transportation and discharge of hazardous substances, materials and waste products, as well as the imposition of
stringent permitting requirements. The Company does not believe that compliance with environmental laws and regulations will have a material effect on the level of capital expenditures of Superior or
its business, financial condition, liquidity or results of operations. However, violation of, or non-compliance with, such laws, regulations or permit
requirements, even if inadvertent, could result in an adverse impact on the operations, business, financial condition, liquidity or results of operations of Superior. No material expenditures relating
to these matters were made in 1999 or 2000. During 2001, expenditures of $1.4 million were made principally related to the installation of air emission control equipment at one of Superior's
facilities in Indiana.

14

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Item 2. Properties

Alpine conducts its principal operations at the facilities set forth below which primarily represent the facilities of Superior:

|OPERATION              |                     | LOCATION                                                         |                                                                                                                                                                                        | SQUARE
FOOTAGE       |                                                                      | LEASED/OWNED                                     
|---------------------- | ------------------- | ---------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------------------------------------------------------------------- | -------------------------------------------------
|Communications         |                     |                                                                  |                                                                                                                                                                                        |                      |                                                                      |                                                  
|                       | OSP/Datacom         |                                                                  | Brownwood, Texas
Chester, South Carolina
Elizabethtown, Kentucky(a)
Hoisington, Kansas
Kennesaw, Georgia
Tarboro, North Carolina
Winnipeg, Manitoba                                    |                      | 415,000
210,000
190,000
275,000
58,000
295,000
184,000               |                                                  
|                       | DNE                 |                                                                  | Wallingford, Connecticut                                                                                                                                                               |                      | 65,000                                                               |                                                  
|                       | Superior Israel     |                                                                  | Shaar Hanegav, Israel
Bet-Shean, Israel
Maalot, Israel                                                                                                                                 |                      | 351,000
181,000
46,000                                               |                                                  
|OEM                    |                     |                                                                  |                                                                                                                                                                                        |                      |                                                                      |                                                  
|                       | Magnet Wire         |                                                                  | Charlotte, North Carolina
Fort Wayne, Indiana
Franklin, Indiana(b)
Franklin, Tennessee
Huyton Quarry, U.K.
Kendallville, Indiana
Rockford, Illinois
Torreon, Mexico
Vincennes, Indiana |                      | 26,000
181,000
35,000
289,000
146,000
88,000
319,000
317,000
267,000 |                                                  
|                       | Accessory Products. |                                                                  | Athens, Georgia
Clifton Park, New York
Willowbrook, Illinois                                                                                                                           |                      | 30,000
22,000
60,000                                                 |                                                  
|Electrical             |                     |                                                                  |                                                                                                                                                                                        |                      |                                                                      |                                                  
|                       | Building Wire       |                                                                  | Anaheim, California
Columbia City, Indiana
Florence, Alabama
Orleans, Indiana
Sikeston, Missouri                                                                                       |                      | 174,000
400,000
129,000
425,000
189,000                              |                                                  
|                       | Industrial Wire     |                                                                  | Lafayette, Indiana                                                                                                                                                                     |                      | 350,000                                                              |                                                  
|Metals Processing.     |                     | Columbia City, Indiana
Jonesboro, Indiana                        |                                                                                                                                                                                        | 75,000
56,000        |                                                                      | Owned
Owned                                      
|Administrative Offices |                     | Atlanta, Georgia
Fort Wayne, Indiana
East Rutherford, New Jersey |                                                                                                                                                                                        | 39,000
295,000
3,800 |                                                                      | Leased (expires 2008)
Owned
Leased (expires 2005)

---

15

---

In
addition to the facilities described in the table above, Superior owns or leases 29 warehousing and distribution facilities throughout the United States, Canada and United Kingdom to
facilitate the sale and distribution of its products.

Superior
believes its facilities are generally suitable and adequate for the business being conducted and to service the requirements of its customers. In 2000 and 1999, the utilization
of the facilities was consistent with historical patterns and, in the view of management, was satisfactory. Manufacturing facilities operated on 24 hour-a-day schedules
on either a five or seven day a week basis. During 2001, Superior experienced a decline in demand for its products due to the overall recessionary environment and certain industry specific conditions.
In response, Superior curtailed production at certain facilities and reduced the level of operations in each of its segments at various times during the year. In early 2002, Superior closed its
Communications Group facility in Elizabethtown, Kentucky to more closely align the productive capacity of the Communications Group with market demand. Management will continue, as necessary, to take
the appropriate actions to adjust its productive capacity.

Item 3. Legal Proceedings

The Company is engaged in certain litigations arising in the ordinary course of business. While the outcome of these litigations can never be predicted with
certainty, the Company does not believe that any of the existing litigation or threatened proceedings either individually or in the aggregate, will have a material adverse effect upon its business,
financial condition, liquidity or results of operations.

Superior's
operations are subject to environmental laws and regulations in each of the jurisdictions in which it owns or operates facilities governing, among other things, emissions into
the air, discharges to water, the use, handling and disposal of hazardous substances and the investigation and remediation of soil and groundwater contamination both on-site at Superior's
past and current facilities and at off-site disposal locations. On-site contamination at certain of Superior's facilities is the result of historic activities, including
certain activities attributable to Superior's operations and those occurring prior to the use of a facility by Superior. Off-site liability includes clean-up responsibilities
and response costs incurred by others at various sites, under federal or state statutes, for which Superior has been identified by the United States Environmental Protection Agency, or state
environmental agency, as a Potentially Responsible Party ("PRP") or the equivalent.

Essex
(including subsidiaries thereof) has been named as a PRP at a number of sites. Most of the sites for which Essex is currently named as a PRP are covered by an indemnity from United
Technologies Corporation provided in connection with the February 1988 sale of Essex by United Technologies to Essex. Pursuant to the indemnity, United Technologies agreed to indemnify Essex
against losses
incurred under any environmental protection and pollution control laws or resulting from, or in connection with, damage or pollution to the environment arising from events, operations or activities of
Essex prior to February 29, 1988, or from conditions or circumstances existing at or prior to February 29, 1988. In order to be covered by the indemnity, the condition, event or
circumstance must have been known to United Technologies prior to February 29, 1988. The sites covered by this indemnity historically have been handled directly by United Technologies and all
payments required to be made have been paid directly by United Technologies. Most of these sites are mature sites where allocations of liability have been settled and remediation is well underway or
has been completed. The Company is not aware of any inability or refusal on the part of United Technologies to pay amounts that are owing under this indemnity or any disputes with United Technologies
concerning matters covered by this indemnity.

United
Technologies also provided an additional environmental indemnity, referred to as the "basket indemnity." This indemnity relates to liabilities arising from environmental events,
conditions or circumstances existing at or prior to February 29, 1988 that only became known to United Technologies in the five-year period commencing February 29, 1988. As
to such liabilities, Essex is

16

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responsible for the first $4.0 million incurred. Thereafter, United Technologies has agreed to indemnify Essex fully for any liabilities in excess of $4.0 million.

Apart
from the indemnified sites, Essex has been named as a PRP or a defendant in a civil lawsuit at eleven sites. Operations of Superior Telecommunications Inc. and DNE have
resulted in releases of hazardous substances or wastes at sites currently or formerly owned or operated by such companies. Alpine, as to one site, and Superior Telecommunications Inc., as to
one site, are involved in investigatory and remedial activities subject to the oversight of a state governmental authority. Essex is cooperating with a state environmental agency to resolve a notice
of violation issued alleging that one of Essex's facilities in Indiana is in violation of that state's air quality rules (the "Air Quality Matter"). Essex anticipates resolving the matter through an
agreed administrative order providing for the installation of certain air emission control equipment (which equipment has already been purchased and installed) and possibly a monetary penalty in an
amount not yet specified by the state regulatory agency. In or about February 2002, Essex received a Notice of Demand (the "Notice") from the Michigan Department of Environmental Quality
("MDEQ") notifying Essex of its purported legal responsibility for the remediation of contamination at a property that was formerly owned by Essex in Michigan and for reimbursement of the State's past
and future response costs associated therewith. The property that is the subject of the Notice was sold many years prior to Superior's acquisition of Essex. Superior has begun to investigate the facts
relating to the Notice and is evaluating its potential liability, possible defenses and whether it has claims for indemnification or otherwise against others. Superior has an accrual in the amount of
$2.3 million to cover its environmental contingencies as of December 31, 2001. This accrual is based on management's best estimate of Superior's exposure in light of relevant available
information. Superior currently does not believe that any of the environmental proceedings in which it is involved, and for which it may be liable, will individually, or in the aggregate, have a
material adverse effect upon its business, financial condition, liquidity or results of operations. There can be no assurance that future developments will not alter this conclusion. Except for the
Air Quality Matter, none of the sites or matters mentioned above involves the imposition of sanctions, fines or administrative penalties on Superior.

Since
approximately 1990, Essex has been named as a defendant in a number of product liability lawsuits brought by electricians and other skilled tradesmen claiming injury from exposure
to asbestos found in electrical wire products produced many years ago. Litigation against various past insurers of Essex who had previously refused to defend and indemnify Essex against these lawsuits
was settled during 1999. Pursuant to the settlement, Essex was reimbursed for substantially all of its costs and expenses incurred in the defense of these lawsuits, and the insurers have undertaken to
defend, are currently directly defending and, if it should become necessary, will indemnify Essex against such asbestos lawsuits, subject to the terms and limits of the respective policies. The
Company believes that Essex's liability, if any, in these matters will not have a material adverse effect either individually, or in the aggregate, upon its business, financial condition, liquidity or
results of operations. There can be no assurance, however, that future developments will not alter this conclusion. In January 2002, United Technologies brought a third party claim against
Essex in a civil action in Massachusetts. United Technologies had been sued by one of the insurers referenced above for approximately $1.75 million in retrospective premiums that had been
calculated in 1999 and 2000, relating to claims that arose while United Technologies owned Essex. United Technologies contends that Essex agreed to pay those premiums in a February 1988 Stock
Purchase Agreement and seeks to have Essex held liable to United Technologies if it is required to pay the premiums to the insurer. Essex believes that it has no such obligation under the Stock
Purchase Agreement to pay these premiums to United Technologies, that it has other defenses to this and any related claims for retrospective premiums and intends vigorously to defend against the
claim, which is still in the very early stages.

During
June 2001 the Company commenced an action in the United States District Court, Southern District of New York (the "Federal Action") against Stephen M. Johnson, its former

17

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Executive Vice PresidentChief Operating Officer ("Johnson"), who was terminated by the Company in May 2001. Under the Federal Action the Company claims, among other things, that
Johnson breached his fiduciary obligations to the Company by seeking the position of chief executive officer of another company that Alpine, with Johnson's involvement, was in the midst of attempting
to acquire during the summer of 1998, thereby causing the proposed acquisition to abort. This claim under the Federal Action has survived a motion to dismiss and seeks damages in the amount of
$20 million. In July 2001, Johnson commenced an action against the Company in New York State Supreme Court, New York County (the "State Action") claiming that Alpine breached his
employment agreement with the Company, that the Company withheld monies due him in connection with his employment and discriminated against him on account of his disability and age in respect to the
terms and conditions of his employment in violation of New York State and New York City laws. Johnson is seeking damages in an amount which he alleges to exceed $10 million. Alpine believes
that it did not breach Johnson's employment agreement nor discriminate against him in violation of applicable law, and intends to assert a counterclaim against Johnson, and vigorously to defend
against the claims made under the State Action, which is still in its very early stages.

Item 4. Submission Of Matters To A Vote Of Security Holders

On December 20, 2001, the annual meeting of stockholders of the company was held. At the meeting, the security holders of the Company voted upon the
following matters:

Kenneth G. Byers, Jr.
For:

12,063,472Against:

228,952Randolph Harrison
For:

12,079,667Against:

272,757Steven S. Elbaum
For:

12,048,280Against:

304,144James R. Kanely
For:

12,078,972Against:

273,452Bragi F. Schut
For:

12,054,472Against:

297,952


For Ratification:

12,196,517Against Ratification:

143,698


18

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PART II

Item 5. Market For Registrant's Securities And Related Security Holder Matters



Alpine's
common stock, $0.10 par value, is listed on the New York Stock Exchange (the "NYSE") under the symbol AGI. The following table sets forth the range of high and low daily closing
sales prices for the Alpine common stock for the years ended December 31, 2000 and 2001.

High

LowYear Ended December 31, 2000First Quarter ended March 31, 2000

$
12.88

$
8.88Second Quarter ended June 30, 2000


10.00


6.38Third Quarter ended September 30, 2000


7.75


4.38Fourth Quarter ended December 31, 2000


4.81


0.88Year Ended December 31, 2001First Quarter ended March 31, 2001

$
2.89

$
1.75Second Quarter ended June 30, 2001


2.00


1.50Third Quarter ended September 30, 2001


2.10


1.63Fourth Quarter ended December 31, 2001


1.80


1.25




The
Company's transfer agent is American Stock Transfer & Trust Company, 40 Wall Street, New York, New York 10005.

At
March 25, 2002, 13,992,613 shares of Alpine common stock were issued and outstanding, and there were approximately 1,486 record holders (exclusive of beneficial owners of
shares held in street name or other nominee form) thereof.

On
December 10, 2001, Alpine was notified by the NYSE that it had fallen below the NYSE's continued listing standard requiring a total market capitalization of not less than
$50 million over a 30 trading-day period and stockholders' equity of not less than $50 million. On March 8, 2002, Superior was notified by the NYSE that it had fallen
below the NYSE's continued listing standard requiring an average per share closing price of a security of not less than $1.00 over a consecutive 30 trading-day period. Superior was also
notified by the NYSE that it was close to falling below the NYSE's continued
listing standard requiring a total market capitalization of not less than $15 million over a 30 trading-day period.

Alpine
submitted its current business plan to the NYSE demonstrating its expected compliance with the continued listing standard relating to its market capitalization and stockholders'
equity within the required 18-month period. At the time Superior received notification from the NYSE, it was informed that, because Superior is an integral part of Alpine's business plan,
its prospects were being assessed by the NYSE in connection with the NYSE's review of Alpine's business plan.

The
NYSE has reviewed and accepted Alpine's 18-month business plan, and informed Alpine and Superior that it will perform quarterly reviews during the required
18-month period to determine their compliance with such plan. If (i) Alpine or Superior fails to achieve its financial and operational goals, (ii) Alpine does not achieve a
total market capitalization of at least $50 million over a 30 trading-day period and stockholders' equity of at least $50 million by the end of the required
18-month period, or (iii) Superior fails to attain both a $1.00 share price and a $1.00 average share price over 30 trading days by the end of the six month period that began on
March 8, 2002, Alpine's and Superior's common stock will be subject to suspension and delisting by the NYSE. If Alpine's common stock is delisted by the NYSE it will pursue alternative listing
options.



Alpine
has no recent history of paying cash dividends and does not currently intend to declare cash dividends on the Alpine common stock in the foreseeable future. Any payment of future
cash dividends and the amounts thereof will be dependent upon the Company's earnings, financial requirements and other factors, including contractual obligations.

19

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Item 6. Selected Financial Data

HISTORICAL FINANCIAL DATA

Set forth below are certain selected historical consolidated financial data of Alpine. This information should be read in conjunction with the consolidated
financial statements of Alpine and related notes thereto appearing elsewhere herein and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The selected
historical consolidated financial data for, and as of the end of, the years ended December 31, 2001 and 2000, for, and as of the end of, the eight months ended December 31, 1999, and
for, and as of the end of, each of the fiscal years in the three-year period ended April 30, 1999, are derived from the audited consolidated financial statements of Alpine.

|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       | Fiscal Year Ended
April 30(1) |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------- | ----- | - | ------- | ----- | ----------------------------- | -------
|
|
|
|
|Statement Of Operations Data:                                                                                                                                                          |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|Net sales(4)                                                                                                                                                                           |                                                                                                                                                                                                      | $ | 1,747.3 |       | $ | 2,049.0 |       | $                             | 1,376.9
|Cost of goods sold(4)                                                                                                                                                                  |                                                                                                                                                                                                      |   | 1,471.4 |       |   | 1,708.9 |       |                               | 1,122.6
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|                                                                                                                                                                                       | Gross profit                                                                                                                                                                                         |   |         | 275.9 |   |         | 340.1 |                               |        
|Selling, general and administrative expenses                                                                                                                                           |                                                                                                                                                                                                      |   | 158.5   |       |   | 164.7   |       |                               | 102.5  
|Infrequent and unusual charges                                                                                                                                                         |                                                                                                                                                                                                      |   | 10.7    |       |   | 15.0    |       |                               | 4.7    
|Amortization of goodwill                                                                                                                                                               |                                                                                                                                                                                                      |   | 21.2    |       |   | 21.1    |       |                               | 13.8   
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|                                                                                                                                                                                       | Operating income                                                                                                                                                                                     |   |         | 85.5  |   |         | 139.3 |                               |        
|Interest (expense)                                                                                                                                                                     |                                                                                                                                                                                                      |   | (119.9  | )     |   | (138.5  | )     |                               | (85.1  
|Loss on investments in securities                                                                                                                                                      |                                                                                                                                                                                                      |   | (33.8   | )     |   | (10.5   | )     |                               |       
|Gain on sale of subsidiary stock                                                                                                                                                       |                                                                                                                                                                                                      |   |        |       |   |        |       |                               |       
|Other income (expense), net                                                                                                                                                            |                                                                                                                                                                                                      |   | 9.1     |       |   | 6.9     |       |                               | 4.7    
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|                                                                                                                                                                                       | Income (loss) from continuing operations before income taxes, distributions on preferred securities of subsidiary trust, minority interest, equity in earnings of affiliate and extraordinary (loss) |   |         | (59.1 | ) |         | (2.8  | )                             |        
|                                                                                                                                                                                       | Benefit (provision) for income taxes                                                                                                                                                                 |   |         | 20.6  |   |         | (1.1  | )                             |        
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|Income (loss) from continuing operations before distributions on preferred securities of subsidiary trust, minority interest, equity in earnings of affiliate and extraordinary (loss) |                                                                                                                                                                                                      |   | (38.5   | )     |   | (3.9    | )     |                               | 31.2   
|Distributions on preferred securities of subsidiary trust                                                                                                                              |                                                                                                                                                                                                      |   | (15.4   | )     |   | (15.1   | )     |                               | (10.0  
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|Income (loss) from continuing operations before minority interest, equity in earnings of affiliate and extraordinary (loss)                                                            |                                                                                                                                                                                                      |   | (53.9   | )     |   | (19.0   | )     |                               | 21.2   
|Minority interest in (earnings) losses of subsidiaries, net                                                                                                                            |                                                                                                                                                                                                      |   | 17.1    |       |   | 6.1     |       |                               | (11.4  
|Equity in earnings of affiliate                                                                                                                                                        |                                                                                                                                                                                                      |   | 1.3     |       |   | 1.7     |       |                               | 2.2    
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|Income (loss) from continuing operations before extraordinary (loss)                                                                                                                   |                                                                                                                                                                                                      |   | (35.5   | )     |   | (11.2   | )     |                               | 12.0   
|Income (loss) from discontinued operations(3)                                                                                                                                          |                                                                                                                                                                                                      |   | 5.9     |       |   |        |       |                               | 35.4   
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|Income (loss) before extraordinary (loss)                                                                                                                                              |                                                                                                                                                                                                      |   | (29.6   | )     |   | (11.2   | )     |                               | 47.4   
|Extraordinary (loss) on early extinguishment of debt, net of tax                                                                                                                       |                                                                                                                                                                                                      |   | (1.4    | )     |   |        |       |                               | (1.0   
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        
|Net income (loss)                                                                                                                                                                      |                                                                                                                                                                                                      | $ | (31.0   | )     | $ | (11.2   | )     | $                             | 46.4   
|                                                                                                                                                                                       |                                                                                                                                                                                                      |   |         |       |   |         |       |                               |        

20

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|Income (loss) per share of common stock: |                                                              |  |   |         |   |   |         |   |   |         |   |   |         |   |   |       |   |   |      
|---------------------------------------- | ------------------------------------------------------------ |  | - | ------- | - | - | ------- | - | - | ------- | - | - | ------- | - | - | ----- | - | - | -----
|Basic                                    |                                                              |  |   |         |   |   |         |   |   |         |   |   |         |   |   |       |   |   |      
|                                         | Income (loss) from continuing operations                     |  | $ | (2.43   | ) | $ | (0.77   | ) | $ | 0.81    |   | $ | 1.03    |   | $ | 1.00  |   | $ | 3.28 
|                                         | Income (loss) from discontinued operations                   |  |   | 0.41    |   |   |        |   |   | 2.39    |   |   | (0.17   | ) |   | (0.01 | ) |   | (0.13
|                                         | Extraordinary (loss) on early extinguishment of debt         |  |   | (0.10   | ) |   |        |   |   | (0.07   | ) |   | (0.04   | ) |   | (0.09 | ) |   | (1.12
|                                         | Preferred stock redemption premium                           |  |   |        |   |   |        |   |   |        |   |   |        |   |   |      |   |   | (0.29
|                                         |                                                              |  |   |         |   |   |         |   |   |         |   |   |        
|                                         | Net income (loss) per share of common stock                  |  | $ | (2.12   | ) | $ | (0.77   | ) | $ | 3.13    |   | $ | 0.82    |   | $ | 0.90  |   | $ | 1.74 
|                                         |                                                              |  |   |         |   |   |         |   |   |         |   |   |        
|Diluted                                  |                                                              |  |   |         |   |   |         |   |   |         |   |   |         |   |   |       |   |   |      
|                                         | Income (loss) from continuing operations                     |  | $ | (2.44   | ) | $ | (0.77   | ) | $ | 0.68    |   | $ | 0.91    |   | $ | 0.90  |   | $ | 2.98 
|                                         | Income (loss) from discontinued operations                   |  |   | 0.41    |   |   |        |   |   | 2.17    |   |   | (0.15   | ) |   | (0.01 | ) |   | (0.12
|                                         | Extraordinary (loss) on early extinguishment of debt         |  |   | (0.10   | ) |   |        |   |   | (0.06   | ) |   | (0.04   | ) |   | (0.08 | ) |   | (1.01
|                                         | Preferred stock redemption premium                           |  |   |        |   |   |        |   |   |        |   |   |        |   |   |      |   |   | (0.26
|                                         |                                                              |  |   |         |   |   |         |   |   |         |   |   |        
|                                         | Net income (loss) per share of common stock                  |  | $ | (2.13   | ) | $ | (0.77   | ) | $ | 2.79    |   | $ | 0.72    |   | $ | 0.81  |   | $ | 1.59 
|                                         |                                                              |  |   |         |   |   |         |   |   |         |   |   |        
|Balance Sheet Data (At End Of Period):   |                                                              |  |   |         |   |   |         |   |   |         |   |   |         |   |   |       |   |   |      
|                                         | Working capital                                              |  | $ | 113.3   |   | $ | 40.6    |   | $ | 170.0   |   | $ | 247.4   |   | $ | 64.8  |   | $ | 99.0 
|                                         | Total assets                                                 |  |   | 1,952.2 |   |   | 2,094.4 |   |   | 2,183.6 |   |   | 2,109.0 |   |   | 320.4 |   |   | 303.8
|                                         | Total long-term debt                                         |  |   | 1,269.0 |   |   | 1,284.4 |   |   | 1,338.9 |   |   | 1,302.4 |   |   | 97.1  |   |   | 140.8
|                                         | Mandatorily redeemable preferred stock                       |  |   | 136.0   |   |   | 134.9   |   |   | 134.0   |   |   | 133.4   |   |   |      |   |   |     
|                                         |                                                              |  |   |         |   |   |         |   |   |         |   |   |        
|                                         | Total debt, including mandatorily redeemable preferred stock |  |   | 1,405.0 |   |   | 1,419.3 |   |   | 1,472.9 |   |   | 1,435.8 |   |   | 97.1  |   |   | 140.8
|                                         | Preferred stock                                              |  |   | 0.4     |   |   | 0.4     |   |   | 0.4     |   |   | 0.4     |   |   | 0.4   |   |   | 1.9  
|                                         | Total stockholders' equity                                   |  |   | 46.1    |   |   | 64.6    |   |   | 95.0    |   |   | 56.4    |   |   | 77.5  |   |   | 54.4 

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21

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Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

General

The Alpine Group, Inc. (together with its subsidiaries, unless the context otherwise requires, "Alpine" or the "Company") is an industrial holding company
with its principal investment at December 31, 2001 its 50.2% equity ownership position in Superior TeleCom Inc. ("Superior"), whose accounts are consolidated with Alpine. Over the past
three years, Alpine also has held significant equity positions in PolyVision Corporation ("PolyVision") and Premier Refractories International Inc. ("Premier"). In November 2001, Alpine
sold its equity investment in PolyVision and in August 1999 Alpine sold its equity investment in Premier.

Superior Telecom Inc.

Superior TeleCom Inc. (together with its subsidiaries, unless the context otherwise requires, "Superior") manufactures a portfolio of wire and cable
products grouped into the following primary industry segments: (i) communications, (ii) original equipment manufacturer ("OEM") and (iii) electrical. The Communications Group
includes communications wire and cable products sold to telephone companies, CATV companies, distributors and systems integrators, principally in North America. In addition, included within the
Communications Group is Superior's 50.2% owned Israeli subsidiary, Superior Cables Limited ("Superior Israel"), which manufactures a range of wire and cable products in Israel including communications
cable, power cable and other industrial and electronic wire and cable products. The OEM Group includes magnet wire and accessory products for motors, transformers and electrical controls sold
primarily to OEMs. The Electrical Group includes building and industrial wire for applications in commercial and residential construction and industrial facilities.

Prior
to the acquisitions of Essex (see Note 5 to the consolidated financial statements), Superior's operations consisted principally of its North American and Israeli
communications wire and cable businesses. The Essex acquisition, which occurred on November 27, 1998, resulted in the addition of the OEM and Electrical Group product lines as well as
incremental sales of communications wire and cable. This acquisition was accounted for under the purchase method of accounting with the operating
results from the acquired business being included in Superior's consolidated statements of operations prospectively, from the date of acquisition.

Industry
segment financial data (including sales and operating income by industry segment) for the years ended December 31, 2001, 2000 and 1999, is included in Note 22 to
the accompanying consolidated financial statements.

Copper
is one of the principal raw materials used in Superior's wire and cable product manufacturing. Fluctuations in the price of copper do affect per unit product pricing and related
revenues. However, the cost of copper has not had a material impact on profitability as Superior, in most cases, has the ability to adjust prices billed for its products to properly match the copper
cost component of its inventory shipped.

Change In Alpine's Fiscal Year-end

Alpine changed its year end to December 31 from April 30, effective for the December 31, 1999 period. Accordingly, the Company has reported
results of operations for an eight month transitional period ended December 31, 1999.

Results Of OperationsTwelve Months Ended December 31, 2001 ("2001") Compared To The Twelve Months Ended December 31, 2000 ("2000")

Net sales for 2001 were $1.75 billion as compared to sales of $2.05 billion for 2000. Adjusted for a constant cost of copper, net sales in 2001
declined 12% as compared to 2000. Superior experienced a

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comparative decline in net sales in 2001 in each of its three principal industry segments due to the impact of the general recessionary environment in 2001 as well as certain industry specific
conditions, particularly in the Communications sector.

Superior's
Communications Group sales for 2001 were $726.8 million, a decrease of 13% on a copper-adjusted basis as compared to 2000. The comparative sales decline in 2001 was due
primarily to a 14% reduction in comparative sales of copper outside plant ("OSP") cables, which are used principally by telephone companies in the local loop segment of the telephony network. OSP
cable sales were lower due to significantly reduced spending levels by major telephone company customers following enacted budgetary spending constraints by such customers in the second half of 2001.
Also contributing to the comparative sales decline were lower sales of fiber optic and premise wire and cable products (collectively referred to as "broadband products") in 2001 which decreased 23% as
compared to 2000.
The decline was attributable to an industry-wide slowdown in investment in broadband based telecom and datacom networks by a wide range of network service providers.

Superior's
OEM Group sales were $533.6 million for 2001, reflecting a copper-adjusted decline of 11% as compared to 2000. The comparative sales decline reflected continued soft
demand for magnet wire from Superior's major OEM customers due principally to the general industrial sector weakness and overall economic recessionary conditions (particularly in the power
distribution and generation and industrial equipment sectors) which have existed since the third quarter of 2000.

Superior's
Electrical Group sales were $486.9 million for 2001, a 10% decline on a copper-adjusted basis as compared to 2000. The comparative sales decline was due principally to
weaker industry-wide demand levels as a result of overall economic conditions and, to a lesser degree, lower pricing levels in 2001 as compared to 2000.

Gross
profit in 2001 was $275.9, a decline of $64.2 million as compared to gross profit of $340.1 million in 2000. The gross profit percentage in 2001 was 15.8%, a decline
on a copper-adjusted basis of 140 basis points as compared to the prior year. The comparative decline in gross profit was principally the result of (i) lower sales and lower gross profit
margins in all of Superior's industry segments, (ii) the impact, particularly in the 2001 fourth quarter, of unfavorable manufacturing cost absorption as Superior curtailed production output to
control inventory levels and working capital and (iii) the impact, particularly in the 2001 fourth quarter, associated with competitive industry pricing conditions.

Selling,
general and administrative expenses ("SG&A expenses") in 2001 were $158.5 million, a decrease of 4% as compared to SG&A expenses of $164.7 million in 2000. The
2001 decrease in SG&A expenses reflected a $6.2 million comparative reduction in corporate administrative expenses resulting from recent administrative reorganization and cost reduction
initiatives at Alpine corporate.

Operating
income in 2001 before infrequent and unusual charges and goodwill amortization was $117.4 million, a decline of $58.0 million as compared to 2000. Operating
income after such charges in 2001 was $85.5 million, a decline of $53.9 million from 2000. The comparative decline in operating income for the current year was principally attributable
to lower sales and profit margins in all of Superior's operations associated with the aforementioned general economic, industrial sector and telecom sector business conditions, partially offset by
lower corporate expenses at Alpine.

The
Company incurred infrequent and unusual charges of $10.7 million during 2001 and $15.0 million during 2000. Superior incurred infrequent and unusual charges in 2001 of
$3.1 million related to legal and professional fees associated with Superior's recent bank credit agreement amendment and with Superior's asset divestiture activities and $2.3 million
related to restructuring activities in the it's Superior Israel operations. Alpine incurred infrequent and unusual charges of $5.4 million in 2001 related principally to the recognition of
certain unfunded prior year retirement plan obligations upon termination of benefits for certain employees resulting from a recent

23

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administrative reorganization. The infrequent and unusual charges in 2000 included $12.4 million related to the restructuring and consolidation program in Superior's building wire (Electrical
Group) operations and in Superior's Superior Israel operations and $2.6 million of start-up costs for Superior's Mexican magnet wire facility.

Interest
expense for 2001 was $119.9 million representing a decrease of $18.6 million from the prior year. The decrease in interest expense was the result of lower
short-term (LIBOR) interest rates in 2001 as substantially all of the consolidated Company debt is linked to short-term interest rates.

The
Company incurred loss on investment in securities of $33.8 million in 2001 and $10.5 million in 2000. Such losses include realized losses on sale of ordinary shares of
Cookson Group, plc ("Cookson") as well as the recognition in 2001 of unrealized losses on Cookson shares held for investment at December 31, 2001 to recognize declines in fair values of such
investments judged to be other than temporary. The Cookson shares were received in connection with the sale in 1999 of Alpine's common equity ownership position in Premier.

Other
income, net amounted to $9.1 million in 2001 which included among other items, an $8.4 million gain on the sale of the Company's common equity ownership position in
PolyVision. Other income in 2000 amounted to $6.9 million which included dividend income from the Company's common equity investment in Cookson of $4.5 million.

The
Company also recorded income of $17.1 million in 2001 and $6.1 million in 2000 related to the common equity minority interest component of losses incurred by Superior
and its 50% owned subsidiary, Superior Israel.

During
the year ended December 31, 2001 the Company reported income from discontinued operations of $5.9 million representing a favorable adjustment to certain accrued tax
liabilities related to the 1999 sale of Premier.

The
Company recorded an after tax extraordinary charge for early extinguishment of debt of $1.4 million or $0.10 per diluted share in 2001. This charge represented previously
capitalized deferred financing fees written off in connection with the refinancing of Superior's $200.0 million senior subordinated notes, which refinancing under generally accepted accounting
principles was treated as an extinguishment of debt (see Note 9 to the consolidated financial statements).

Loss
from continuing operations before infrequent and unusual charges, goodwill amortization and extraordinary loss for 2001 was $18.7 million ($1.30 per diluted share) as
compared to income before
infrequent and unusual charges and goodwill amortization in 2000 of $11.7 million ($0.78 per diluted share) with the comparative reduction in the current year being due to lower operating
income partially offset by lower interest expense. After infrequent and unusual charges, goodwill amortization and extraordinary loss, the Company incurred a net loss in 2001 of $31.0 million
($2.13 per diluted share) as compared to a net loss for 2000 of $11.3 million ($0.77 per diluted share).

Results Of OperationsTwelve Months Ended December 31, 2000 ("2000") Compared To The Eight Months Ended December 31, 1999 ("1999")

The comparison of operating results for the year ended December 31, 2000 with the eight months ended December 31, 1999 is impacted by the difference
in comparative periods (eight months versus twelve months).

Net
sales were $2.05 billion for 2000 as compared to sales of $1.38 billion for the eight months ended December 31, 1999. The comparative increase in net sales was
due primarily to the longer comparison period.

Gross
profit in 2000 was $340.1 million, an increase of $85.8 million as compared to gross profit of $254.3 million in 1999. The increase in gross profit resulted
primarily from the inclusion of twelve

24

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months of operations in 2000 versus only eight months during the prior period. The gross margin percentage in 2000 was 16.6% as compared to 18.5% for the eight months ended December 31, 1999.
The decline in gross profit percentage was principally attributable to Superior's Electrical Group, where comparative pricing pressures, lower sales and higher per unit production costs negatively
impacted gross profit and gross margin in 2000.

SG&A
expenses in 2000 were $164.7 million, an increase of $62.2 million over the prior period. The increase is primarily due to the longer comparison period (twelve months
versus eight months) as well as to higher selling and marketing expenses in Superior's Communications Group to support broadband sales growth and incremental Superior Israel SG&A expenses related to
entities acquired in late 1999.

Goodwill
amortization increased from $13.8 million for the eight months ended December 31, 1999 to $21.1 million in 2000 primarily due to the longer comparison
period.

Superior
incurred infrequent and unusual charges of $15.0 million during 2000 and $4.7 million during the eight months ended December 31, 1999. The infrequent and
unusual charges in 2000 include $12.4 million related to the restructuring and consolidation program in Superior's building wire (Electrical Group) operations and in the Company's Superior
Israel operations and $2.6 million of
start-up costs for Superior's Mexican magnet wire facility. The charges incurred during 1999 included $0.9 million associated with the evaluation and termination of a management
information system project at Essex, $2.1 million related to manufacturing rationalization activities at Essex, $1.3 million related to manufacturing and corporate restructuring
activities of Superior Israel and $0.4 million of start-up costs for Superior's Mexican magnet wire facility.

Operating
income before infrequent and unusual charges was $154.3 million for 2000 as compared to $138.0 million for the eight months ended December 31, 1999. The
increase was primarily due to the longer comparison period (twelve months versus eight months) partially offset by lower sales and margins in Superior's Electrical Group and the impact of increased
raw material and other costs impacting all of the Company's business segments in 2000.

Interest
expense for 2000 was $138.5 million representing an increase of $53.4 million over the prior period. The increase in interest expense is primarily due to the
longer comparison period as well as higher short-term (LIBOR) interest rates in 2000.

Other
expense, net amounted to $3.6 million for 2000 as compared to other income of $4.7 million for 1999 with the 2000 expense charge including a $10.5 million loss
on the sale of Cookson ordinary shares, partially offset by other investment income. Other income in 1999 included currency translation gains at Superior Israel on certain debt linked to
non-functional currencies (principally Euro-linked), as well as gains on the sale of certain fixed assets and investments.

For
2000, the Company recorded income of $6.1 million related to the common equity minority interest component of losses incurred by Superior Israel and Superior. For 1999, the
Company recorded a minority interest charge of $11.4 million primarily related to the minority interest component of Superior's net income.

Equity
in earnings of affiliate was $1.7 million in 2000 and $2.2 million in 1999, which represented the Company's preferred and common equity interests in earnings of
PolyVision.

Income
before infrequent and unusual charges and goodwill amortization was $11.7 million, or $0.78 per diluted share, in 2000 as compared to income from continuing operations
before infrequent, unusual and extraordinary charges and goodwill amortization in 1999 of $20.4 million, or $1.25 per diluted share, for 1999. After infrequent, unusual and goodwill
amortization charges, the Company incurred a net loss of $11.2 million, or $0.77 per diluted share, for 2000 as compared to net income of $46.4 million, or $2.79 per diluted share, for
1999.

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Results Of OperationsEight Month Period Ended December 31, 1999 Compared To The Twelve Month Period Ended April 30, 1999

The comparison of operating results for the eight month period ended December 31, 1999 with the twelve month period ended April 30, 1999 ("fiscal
1999") is impacted by: (i) the inclusion of the acquired operations of Essex for the entire period for the eight months ended December 31, 1999 as compared to only five months in fiscal
1999 and (ii) the difference in comparative periods (eight months versus twelve months).

Net
sales were $1.376 billion for the eight months ended December 31, 1999 compared to net sales of $1.148 billion for fiscal 1999. The comparative increase in net
sales was due primarily to the inclusion of the acquired operations of Essex for the full eight month period versus only five months during fiscal 1999, partially offset by the shorter comparison
period (eight months versus twelve months).

Gross
profit for the eight months ended December 31, 1999 was $254.3 million as compared to $232.6 million for fiscal 1999. The increase in gross profit resulted
from the inclusion of gross profit contributed by the acquired operations of Essex for eight months versus only five months during fiscal 1999. The gross margin percentage was 18.5% for the eight
months ended December 31, 1999 as compared to 20.3% for fiscal 1999. The reduction in gross margin percentage for the December 1999 eight month period was primarily attributable to the
change in product mix resulting from the product lines acquired in the Essex acquisition.

SG&A
expenses increased from $93.9 million in fiscal 1999 to $102.5 million for the eight months ended December 31, 1999. The increase resulted from incremental
expenses associated with the acquired operations of Essex, partially offset by corporate cost reductions and the shorter comparison period (eight months versus twelve months).

Goodwill
amortization increased from $8.4 million for fiscal 1999 to $13.8 million for the eight months ended December 31, 1999 with such increase due to incremental
goodwill associated with the acquisition of Essex.

Operating
income (excluding infrequent and unusual charges) was $138.0 million for the eight months ended December 31, 1999 as compared to $130.3 million for fiscal
1999. The increase reflects the impact of the acquired operations of Essex for the full eight months versus five months during fiscal 1999, partially offset by the shorter comparison period.

The
Company incurred infrequent and unusual charges of $4.7 million during the eight months ended December 31, 1999 as previously discussed and $7.3 million during
fiscal 1999. The infrequent and unusual charges in fiscal 1999 consisted of a $2.9 million restructuring charge at Superior Israel related
to plant consolidations and corporate rationalization activities and $4.4 million associated with the evaluation and termination of a management information system project at Essex.

Interest
expense was $85.1 million for the eight months ended December 31, 1999 as compared to $60.1 million for fiscal 1999. The increase was attributable to the
debt incurred in connection with the Essex acquisition.

Distributions
on preferred securities of subsidiary trust were $10.0 million for the eight months ended December 31, 1999 and $1.3 million in fiscal 1999. The
amounts include distributions paid under the $167 million (face amount) of 81/2% Mandatorily Redeemable Trust Convertible Preferred Securities of Superior Trust I issued in
connection with the Essex acquisition.

The
minority interest charge of $11.4 million for the eight months ended December 31, 1999 represented the minority stockholders' interest in Superior's net income for such
period. The minority interest charge of $18.7 million in fiscal 1999 included the minority stockholders' interest in Superior's net income and the minority stockholders' interest (approximately
19%) in Essex's net income from

26

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November 27, 1998 (the date on which Superior acquired an 81% ownership position in Essex) until March 31, 1999 (the date on which Superior acquired the remaining 19% outstanding
ownership position in Essex) (see Note 5 to the consolidated financial statements).

Equity
in earnings of affiliate during the eight months ended December 31, 1999 represented the Company's preferred and common equity interest in earnings of PolyVision.

Income
from continuing operations before infrequent and unusual charges and goodwill amortization was $20.4 million, or $1.25 per diluted share, for the eight months ended
December 31, 1999 compared to $22.1 million, or $1.24 per diluted share, for fiscal 1999. After infrequent, unusual and goodwill amortization charges, income from continuing operations
for the eight months ended December 31, 1999 was $12.0 million, or $0.68 per diluted share, as compared to $16.9 million, or $0.91 per diluted share, for fiscal 1999.

During
the eight months ended December 31, 1999, the Company completed the sale of Premier to Cookson. The transaction resulted in an after tax gain on disposition of discontinued
operations of $35.4 million, or $2.17 per diluted share. In fiscal 1999, the Company incurred a net loss from the discontinued operating activities of Premier of $2.7 million, or $0.15
per diluted share.

The
Company recorded after tax extraordinary charges of $1.0 million, or $0.06 per diluted share, and $0.6 million, or $0.04 per diluted share, during the eight months
ended December 31, 1999 and fiscal
1999, respectively. The charges represent previously capitalized deferred financing fees written off in connection with the early extinguishment of debt.

Net
income (after discontinued operations and extraordinary loss) for the eight months ended December 1999 was $46.4 million, or $2.79 per diluted share, as compared to
$13.5 million, or $0.72 per diluted share, for fiscal 1999.

Liquidity And Capital Resources

General

For the year ended December 31, 2001, the Company generated $54.7 million in cash flow from operating activities, consisting of $41.0 million
in income generated from operations (net income plus non-cash charges) plus $13.7 million in cash flows provided from reductions in net working capital. Included in cash flows
generated from operating activities was $12.0 million in cash flow from operating activities in Superior's separately financed Israeli subsidiary, Superior Israel. The remainder of the
Company's operations generated $42.7 million in cash flows from operating activities. Cash provided by investing activities amounted to $17.3 million and consisted principally of
proceeds from the sale of investments in PolyVision and Cookson partially offset by capital expenditures and pre-arranged long-term loans ("Israel Customer Loans") made to one
of Superior Israel's principal customers. Cash used for financing activities amounted to $41.9 million which was principally related to net debt reductions.

As
previously mentioned, the consolidated financial statements of Alpine include the operating results and balance sheet of its 50.2% owned subsidiary, Superior. Superior has a leveraged
capital structure with approximately $1.2 billion in debt. Alpine has not guaranteed nor is it liable with respect to Superior's debt (except for guarantees related to certain capital lease
arrangements). Accordingly, the following discussion of the Company's liquidity and capital resources addresses separately: (i) Alpine corporate, excluding the accounts of Superior and
(ii) Superior as a stand-alone entity.

27

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Alpine Corporate

A condensed balance sheet for Alpine at December 31, 2001, with Superior accounted for under the equity method (rather than on a consolidated basis) is as
follows:

(in $ millions)Cash and cash equivalents

$
33.2Restricted cash


3.8Investment in subsidiary


37.9Other assets


40.3$
115.2Accounts payable and accrued expenses

$
14.2Total debt


36.0Other liabilities


18.9Stockholders' equity


46.1$
115.2


As
indicated in the above chart, as of December 31, 2001 Alpine has unrestricted corporate cash and cash equivalents of approximately $33.2 million. As of
December 31, 2001, Alpine also owned 14.3 million ordinary shares of Cookson (FTSE: CKSN.L) common stock which is included in other assets. During the year ended December 31,
2001, the Company entered into certain forward sale derivative
transactions related to 10.5 million ordinary shares of Cookson. Under these arrangements, the Company executed "collar" agreements, protecting the Company against future declines in Cookson
share price while limiting the Company's participation in Cookson share value appreciation beyond certain threshold levels. These arrangements allowed borrowings by the Company against minimum
threshold share value levels. Proceeds from such borrowings along with borrowings related to future dividends from such ordinary shares amounted to approximately $23.0 million at
December 31, 2001. In February 2002, pursuant to a negotiated settlement, the Company accelerated the maturity of the forward sale, disposing of the 10.5 million Cookson shares
for total proceeds of $23.2 million which were used to liquidate the aforementioned borrowing of $23.0 million. At December 31, 2001, the Company held 3.8 million Cookson
shares not subject to the above "collar" arrangements with a fair market value of $4.8 million.

In
addition to the aforementioned cash, cash equivalents and securities, Alpine also owned approximately 10.5 million common shares (representing 50.2% common share ownership) of
Superior (NYSE: SUT) with a market value on December 31, 2001 of approximately $11.9 million.

As
of December 31, 2001, Alpine's corporate debt amounted to $36.0 million which included principally the $23.0 million in debt associated with the Cookson forward
sale arrangements (which was liquidated in 2002 as discussed above) and $11.9 million in senior subordinated notes due in 2003.

In
February 2002, the Company redeemed $8.2 million in face amount of the senior subordinated notes for a cash payment of $5.8 million (which will result in an after
tax gain being recorded in the first quarter of 2002). After completion of the acceleration of the Cookson forward sale arrangement and the associated debt liquidation and the redemption of senior
subordinated notes, Alpine's corporate debt amounted to approximately $4.9 million.

Alpine
has no other major commitments over the next twelve months other than periodic interest cost on Alpine's senior subordinated notes ($0.5 million annually), Alpine corporate
overhead expense, which has been substantially reduced over the past twelve month period, payments to certain former employees of contractual retirement and deferred compensation arrangements and
certain funding

28

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commitments to Superior, which commitments are limited to $3.8 million in the aggregate (and are reflected as "restricted cash" in the consolidated balance sheet included herein (see
Note 17 to the consolidated financial statements). For the next twelve month period, Alpine expects to fund these aforementioned commitments from available cash reserves.

Superior corporate

Superior finances its operating activities (exclusive of operating activities of Superior Israel which are financed under separate financing arrangements and
non-recourse to Superior) and other capital
requirements from (i) operating cash flow, (ii) funding availability under its revolving credit facility and (iii) allowable borrowings under its accounts receivable
securitization financing arrangement.

The
revolving credit facility provides for borrowings up to $225 million (subject to certain interim reductions in 2002 which limit the total facility to $214 million) and
matures in May 2004. $169 million was outstanding under the revolving credit facility at December 31, 2001. The revolving credit facility along with term loan A and term loan B
(see Note 9 to the consolidated financial statements) comprise Superior's senior credit facilities which are governed by an Amended and Restated Credit Agreement (the "Credit Agreement"). The
total balance outstanding on term loans A and B at December 31, 2001 amounted to $703 million. Obligations under the Credit Agreement are secured by substantially all of the assets of
Superior and its subsidiaries. The Credit Agreement contains certain restrictive covenants, including, among other things, requirements to maintain certain financial ratios, limitations on the amount
of dividends Superior is allowed to pay on its capital stock and restrictions on additional indebtedness.

Superior's
accounts receivable securitization program provides for funding up to $160.0 million (based on the level of accounts receivable) in short-term financing
through the issuance of commercial paper. At December 31, 2001, $124 million was outstanding under this program which, based on the then current level of accounts receivable, was fully
drawn. This program expires on June 30, 2002. Superior is seeking, and believes it can obtain, an alternative receivables financing arrangement. Failure to obtain an alternative receivables
financing arrangement is an event of default under the Credit Agreement.

In
addition to the above, Superior has outstanding $203 million in senior subordinated notes due in December 2007 ("Senior Subordinated Notes").

During
December 2001 Superior entered into a major amendment to the Credit Agreement. Such amendment (i) reduced operating performance levels required to meet certain
financial covenants through December 31, 2002; (ii) required Superior to make an accelerated payment under its term loans A and B of $175 million in the aggregate on
January 3, 2003 from the proceeds of an asset divestiture or other equity transaction (which requirement has been eliminated as discussed below); (iii) increased the rate of interest
during 2002, under certain conditions and at certain intervals, on revolving credit facility and term loans A and B by an aggregate of 1% (iv) reduced allowed annual capital expenditures and
(v) restricted Superior's cash payment of quarterly interest payments during 2002 on its Senior Subordinated Notes unless certain conditions are met, such conditions principally including
satisfaction of certain levels of liquidity available under its revolving credit facility as of the date such interest payments under the Senior Subordinated Notes are due and the completion of asset
divestitures or satisfaction of certain milestones facilitating the completion of asset divestitures. Up to two cash interest payments on the Senior Subordinated Notes are allowed to be made from
proceeds of any junior capital issuances of Superior (see Note 9 to the consolidated financial statements).

In
March 2002, Superior entered into an additional amendment to the Credit Agreement which (i) further reduced operating performance levels required to meet certain
financial covenants through December 31, 2002; (ii) deferred until January 31, 2003 term loan principal payments otherwise due

29

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March 31, 2002 amounting to $19.4 million and (iii) eliminated the required $175 million accelerated term loan payment due on January 3, 2003.

In
December 2001, Superior also entered into a major amendment to the agreement governing the Senior Subordinated Notes. Such amendment allows Superior in certain circumstances
the option to make three of the four quarterly interest payments due in 2002 in the form of payment-in-kind notes ("PIK notes") in lieu of cash interest payments. Alpine has
provided a funded cash commitment on behalf of Superior that will make available sufficient cash to make one quarterly cash interest payment in 2002 (see Note 17 to the consolidated financial
statements). If PIK notes are issued (in lieu of cash) for the February 2002 interest payment, then the interest rate on the Senior Subordinated Notes will increase to LIBOR plus 9%. If PIK
notes are issued (in lieu of cash) for the August and November quarterly interest payments, then the interest rate on the Senior Subordinated Notes will increase to LIBOR plus 11% and LIBOR plus 12%,
respectively.

In
2001 Superior initiated a process to effect a major asset divestiture which, if successfully completed, would have allowed Superior to meet the then required $175 million
prepayment under the Credit Agreement. This divestiture process was discontinued in the fourth quarter of 2001 due to the impact on the financial markets and the impact on the operating results of the
targeted business to be divested of the events of September 11th and the general economic recessionary conditions. As a result of the March 2002 amendment to the Credit
Agreement, which eliminated the $175 term loan prepayment requirement, Superior will not be required to complete an asset divestiture during 2002. However, Superior will continue to consider asset
divestitures as a possible course of action for further deleveraging Superior's balance sheet based on prevailing economic conditions, financial market and asset valuation levels.

At
December 31, 2001 Superior had unused and excess borrowing availability under its revolving credit facility of $52 million and cash on hand of $19 million
resulting in total operating funds availability of $71 million which, along with its operating cash flow, is used to service Superior's normal operating commitments.

Over
the next twelve month period, Superior (excluding its Superior Israel operations) anticipates a reduction in cash flow required to service interest costs, distributions on its Trust
Convertible Preferred Securities and capital expenditure obligations. Further, as a result of the March 2002 amendment to the Credit Agreement, Superior's term loan principal amortization
requirements will be reduced in 2002 as compared to 2001.

Superior
is currently benefiting from the substantial reduction in market interest rates that has occurred over the past twelve months which, along with Superior's option in certain
circumstances to pay interest on the Senior Subordinated Notes in the form of PIK notes rather than cash, should result in a reduction in cash outlays for interest expense in 2002. Cash interest
expense, based on current market interest rates, is expected to approximate only $65-$70 million in 2002, a reduction of
approximately $35 million as compared to cash interest costs incurred in 2001. Capital expenditures are expected to approximate $15-$20 million in 2002. Superior also intends
to continue to defer during 2002 distributions on its outstanding Trust Convertible Preferred Securities which will result in additional annualized cash flow savings of $7 million as compared
to cash distributions paid in 2001. Deferred distributions under the Trust Convertible Preferred Securities are cumulative and accrue interest at a rate of 8.50% per annum.

In
addition to outlays for cash interest and capital expenditures, Superior also has principal amortization requirements on its term loans A and B and on certain capital leases, which
aggregate $74 million during 2002 (as compared to $80 million in 2001). In total, Superior's cash outlays for interest, distributions on its Trust Convertible Preferred Securities,
capital expenditures and term loan principal amortization in 2002 are estimated to be more than $50 million less than comparable outflows in 2001.

30

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Superior
intends to service the aforementioned cash requirements in 2002 from operating cash flow and, to the extent required, availability under its revolving credit facility and
available cash balances. Superior believes its operating cash flow, combined with revolver availability and cash on hand will be sufficient to fund these commitments in 2002. Based on full year 2001
results, operating cash flow would have been sufficient to meet the 2002 cash obligations. However, operating cash flow did decline in the fourth quarter of 2001 and is expected to be lower in the
first quarter of 2002 as compared to the first quarter of 2001. Also impacting Superior's cash flow are changes in working capital requirements and fluctuations in short-term interest
rates. An increase in working capital requirements or a substantial increase in short-term interest rates, neither of which is presently anticipated, could negatively impact Superior's
cash flow and liquidity. Accordingly, while Superior believes it will be able to meet all of its cash requirements in 2002, there can be no assurance that such requirement will be met.

Superior's
access to availability under its revolving credit facility is also subject to Superior maintaining compliance with the financial covenants under the Credit Agreement. While
such covenants were reset in March 2002, Superior will need to improve its operating results in 2002 as compared to the fourth quarter of 2001 in order to maintain compliance during the year.
While there can be no assurance, Superior currently believes it can maintain compliance or otherwise obtain appropriate waivers or modifications to these financial covenants, if required, so as to
avoid a default under the Credit Agreement.

Superior
Israel's operations are funded and financed separately, with recourse to Superior Israel but otherwise on a non-recourse basis to Superior, and include a
$93.0 million credit facility consisting of a $63.0 million term loan and a $30.0 million revolving credit facility. At December 31, 2001, Superior Israel had
$11.8 million in excess availability under its revolving credit facility.

Other

As discussed under Item 5. "Market for Registrant's Securities and Related Security Holder Matters", Alpine was notified by the NYSE on December 10,
2001 that it had fallen below the NYSE's continued listing standard. The potential delisting of Alpine's stock could impact Alpine's ability to raise funds in the equity markets in the future.

Derivative Financial Instruments

To a limited extent, Superior uses forward fixed price contracts and derivative financial instruments to manage foreign currency exchange and commodity price
risks. To protect Superior's anticipated cash flows from the risk of adverse foreign currency exchange fluctuations for firm sales and purchase commitments, Superior enters into foreign currency
forward exchange contracts. Superior's principal raw material, copper, experiences marked fluctuations in market prices, thereby subjecting Superior to copper price risk with respect to copper
repurchases on fixed customer sales contracts. Forward fixed price contracts and derivative financial instruments in the form of copper futures contracts are utilized by Superior to reduce those
risks. The Company is exposed to credit risk in the event of nonperformance by counter parties for foreign exchange forward contracts, metal forward price contracts and metals futures contracts;
however, the Company does not anticipate nonperformance by any of these counter parties. The amount of such exposure is generally the unrealized gains with respect to the underlying contracts.

Accounting Policies

The Company's consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. In the preparation
of these financial statements, management makes judgments, estimates and assumptions that affect the reported amounts of assets

31

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and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant accounting policies followed in the preparation
of the financial statements are detailed in Note 2 to the consolidated financial statements. Management believes that the application of policies regarding the establishment of allowances for
accounts receivable and inventories, valuation allowances for deferred tax assets and certain accrued expenses involve significant levels of judgments, estimates and complexity.

Allowances
for discounts and sales incentives are made at the time of sale based on incentive programs available to the customer. The cost of these programs is dependent on various
factors including the timing of the sale and the volume of sales achieved by the customer. These sales incentives may also be revised between the time the Company records the sale and the time the
sale occurs. The Company monitors these factors and revises the provisions when necessary.

The
Company's allowances for surplus and obsolete inventory are based on estimates of future sales and production. Changes in demand and product design can impact these estimates. The
Company periodically evaluates and updates assumptions when assessing the adequacy of inventory allowances.

Valuation
allowances for deferred tax assets are established when it is estimated it is more likely than not that the tax assets will not be realized. These estimates are based on
projections of future income in certain tax jurisdictions. Changes in industry conditions and the competitive environment may impact the accuracy of the Company's projections.

Insurance
reserves are provided for estimates of losses due to claims for worker's compensation, product liability and other liabilities for which the Company is
self-insured. These estimates are based on the ultimate value of claims, which often have long periods of resolution. The Company closely monitors the claims to maintain adequate reserves.

Due
to the level of judgment, complexity and period of time over which many of these items are resolved, actual results could differ from those estimated at the time of preparation of
the financial statements. Adjustments to these estimates would impact the Company's financial position and future results of operations.



In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and
Other Intangible Assets." SFAS No. 141 requires use of the purchase method of accounting for business combinations initiated after June 30, 2001. SFAS No. 142, which is effective
for the Company beginning January 1, 2002, requires that the amortization of goodwill and certain other intangible assets cease and that the related asset values be reviewed annually for
impairment. The Company recorded $21.1 million in goodwill amortization charges in 2001. Beginning in 2002, the Company's goodwill, which amounted to $750.5 million at
December 31, 2001, will no longer be amortized; however it will be subject to an initial impairment review in the first quarter of 2002. If the carrying value (including goodwill) of any of the
Company's business segments exceeds the fair value (determined on a discounted cash flow basis or other fair value method), impairment of goodwill may exist which would result in a charge to earnings
for the amount of any such impairment. Prior assessments of goodwill impairment have not resulted in any charge for goodwill impairment; however, such prior assessment utilized undiscounted cash flows
for purposes of evaluating whether impairment exists. While the initial impairment assessment under SFAS No. 142 has not been performed, the impact of recent economic and industry specific
conditions could result in lowered fair values for certain of its business segments and, thus may give rise to material goodwill impairment charges in 2002.

32

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In
July 2001, the FASB also issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the
related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, the entity either settles the obligation for the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. The Company does not anticipate any material impact on its results of operations or financial position related to implementation of SFAS No. 143.

In
August 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" for the disposal of a segment of a business (as previously defined in APB Opinion 30). The FASB issued SFAS No. 144 to establish a single accounting model, based on the framework
established in SFAS No. 121 for long-lived assets to be disposed of by sale. SFAS No. 144 broadens the presentation of discontinued operations in the income statement to
include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the entity. SFAS No. 144 also requires that discontinued operations be measured at the lower of the carrying amount or fair market value less cost to sell.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and should be applied prospectively. The Company does not anticipate any material impact on its results of
operations or financial position related to implementation of SFAS No. 144.

Item 7a. Quantitative And Qualitative Disclosures About Market Risk

The Company's exposure to market risk primarily relates to interest rates on long-term debt. The Company enters into interest rate swap and cap
agreements to manage its exposure to interest rate changes. At December 31, 2001, Superior had an interest rate cap on $362 million principal amount with a 90-day LIBOR cap
at 4.4% expiring December 27, 2002. A one percent increase in interest rates affecting Superior's $1.15 billion credit agreement and its $200 million senior subordinated notes
would increase annual interest expense by approximately 9% or $10.8 million.

Except for the historical information herein, the matters discussed in this annual report on form 10-k include forward-looking statements that
may involve a number of risks and uncertainties. Actual results may vary significantly based on a number of factors, including, but not limited to, risks in product and technology development, market
acceptance of new products and continuing product demand, prediction and timing of customer orders, the impact of competitive products and pricing, changing economic conditions, including
changes in short term interest rates and foreign exchange rates, and other risk factors detailed in the company's most recent filings with the securities and exchange
commission.

Item 8. Financial Statements And Supplementary Data

Alpine's consolidated financial statements as of December 31, 2001, 2000 and 1999, and April 30, 1999 and for the years ended December 31,
2001 and 2000, the eight months ended December 31, 1999 and the year ended April 30, 1999 and the report of the independent public accountants thereon and financial statement schedules
required under Regulation S-X are submitted herein as a separate section following Item 14 of this report.

33

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Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure

None.

PART III

Item 10. Directors And Executive Officers Of Registrant

The information required by this Item is incorporated herein by reference to Alpine's definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this report ("Alpine's Proxy Statement").

Item 11. Executive Compensation

The information required by this item is incorporated herein by reference to Alpine's Proxy Statement.

Item 12. Security Ownership Of Certain Beneficial Owners And Management

The information required by this item is incorporated herein by reference to Alpine's Proxy Statement.

Item 13. Certain Relationships And Related Transactions

The information required by this item is incorporated herein by reference to Alpine's Proxy Statement.

34

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PART IV

Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K



Item 14(c) Exhibits

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2(a)           |  | Stock Purchase Agreement, dated February 14, 1992, by and between Alpine and Dataproducts Corporation, relating to the purchase of shares of capital stock of DNE Systems, Inc. (incorporated herein by reference to Exhibit
1 to the Current Report on Form 8-K of Alpine dated March 2, 1992).                                                                                                                                                                                                              
|2(b)           |  | Agreement and Plan of Merger, dated as of June 17, 1993 and amended on September 24, 1993, by and between Alpine and Superior TeleTec Inc. (incorporated herein by reference to Exhibit 2 to the Registration Statement on
Form S-4 (Registration No. 33-9978) of Alpine, as filed with the Securities and Exchange Commission (the "Commission") on October 5, 1993).                                                                                                                                        
|2(c)           |  | Agreement and Plan of Merger, dated as of December 21, 1994, as amended, by and among Information Display Technology, Inc., IDT PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., The Alpine Group, Inc.,
Alpine/PolyVision, Inc. and Posterloid Corporation (incorporated herein by reference to Exhibit 2 to Amendment No. 1 to Alpine's Statement on Schedule 13D relating to its beneficial ownership of equity securities of Information Display
Technology, Inc. dated December 28, 1994).
|2(d)           |  | Amendment to the Agreement and Plan of Merger, dated as of December 21, 1994, by and among Information Display Technology, Inc., IDT PolyVision Acquisition Corp., IDT Posterloid Acquisition Corp., Alpine,
Alpine/PolyVision, Inc. and Posterloid Corporation (incorporated herein by reference to Exhibit 1 to Amendment No. 2 to Alpine's Statement on Schedule 13D relating to its beneficial ownership of equity securities of Information Display Technology
Inc. dated May 5, 1995).                  
|2(e)           |  | Asset Purchase Agreement, dated as of March 17, 1995, by and among Alcatel NA Cable Systems, Inc., Alcatel Canada Wire, Inc. Superior Cable Corporation and Superior Teletec Inc. (the "Alcatel Acquisition Agreement")
(incorporated herein by reference to Exhibit 1 to the Current Report on Form 8-K of Alpine dated May 24, 1995).                                                                                                                                                                       
|2(f)           |  | Amendment dated 11, 1995 to Asset Purchase Agreement by and among Alcatel NA Cable Systems, Inc., Alcatel Canada Wire, Inc., Superior Cable Corporation and Superior TeleTec Inc. (incorporated herein by reference to
Exhibit 2 to the Current Report on Form 8-K of Alpine dated May 24, 1995).                                                                                                                                                                                                             
|2(g)           |  | Agreement Regarding Certain Employee Benefit Plans, amending the Alcatel Acquisition Agreement, dated June 10, 1996 (incorporated herein by reference to Exhibit 2(b) to the Annual Report on Form 10-K of Alpine for the
year ended April 30, 1996 (the "1996 10-K")).                                                                                                                                                                                                                                       
|2(h)           |  | Share Purchase Agreement, dated as of May 5, 1998, among CLAL Industries and Investments Ltd., ISAL Holland B.V. and Halachoh Hane'eman Hashivim Veshmona Ltd. (incorporated herein by reference to Exhibit 1 to the Current
Report on Form 8-K of the Company dated May 5, 1998).                                                                                                                                                                                                                            

35

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|2(i) |  | Agreement and Plan of Merger, dated as of October 21, 1998, by and among Superior Telecom Inc. ("Superior TeleCom"), SUT Acquisition Corp. and Essex International Inc. (incorporated herein by reference to Appendix A-1 to
the Joint Proxy Statement/Prospectus filed as part of the Registration Statement on Form S-4 (Registration No. 333-68889) of Superior TeleCom and Superior Trust I, as filed with the Commission on December 14, 1998, as amended (the "Superior Form
S-4")). herein by reference to Appendix A-2 to the Joint Proxy Statement/Prospectus filed as part of the Superior Form S-4).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2(j) |  | Amendment No. 1 to Agreement and Plan of Merger, dated as of February 24, 1999, by and among Superior TeleCom, SUT Acquisition Corp. and Essex International Inc. (incorporated                                                                                                                                                                                                                                                                                                                                                                                                                                
|2(k) |  | Asset Purchase Agreement, dated October 2, 1998, among Cables of Zion United Works Ltd., Cvalim-The Electric Wire and Cable Company of Israel Ltd. and Dash Cable Industries (Israel) Ltd. (incorporated herein by reference
to Exhibit 1 to the Current Report on Form 8-K of the Company dated December 31, 1998).                                                                                                                                                                                                                                                                                           
|2(l) |  | Amendment No. 1 to Asset Purchase Agreement, dated December 31, 1998, among Cables of Zion United Works Ltd., Cvalim-The Electric Wire and Cable Company of Israel Ltd. and Dash Cable Industries (Israel)Ltd. (incorporated
herein by reference to Exhibit 2 to the Current Report on Form 8-K of the Company dated December 31, 1998).                                                                                                                                                                                                                                                                       
|2(m) |  | Agreement and Plan of Merger, dated as of May 28, 1999, among Cookson Group plc, PRI Acquisition, Inc., Alpine and Premier Refractories International Inc. (incorporated herein by reference to Exhibit 2(o) to the Annual
Report on Form 10-K of Alpine for the fiscal year ended April 30, 1999 (the "1999 10-K")).                                                                                                                                                                                                                                                                                          
|3(a) |  | Certificate of Incorporation of Alpine (incorporated herein by reference to Exhibit 3(a) to the Annual Report on Form 10-K of Alpine for the year ended April 30, 1995 (the "1995 10-K")).                                                                                                                                                                                                                                                                                                                                                                                                                     
|3(b) |  | Amendment to the Certificate of Incorporation of Alpine (incorporated herein by reference to Exhibit 3(aa) of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 33-53434) of Alpine,
as filed with the Commission on May 12, 1993).                                                                                                                                                                                                                                                                                                                                   
|3(c) |  | Certificate of the Powers, Designations, Preferences and Rights of the 9% Cumulative Convertible Preferred Stock of Alpine (incorporated herein by reference to Exhibit 1 to the Quarterly Report on Form 10-Q of Alpine for
the quarter ended January 31, 1989).                                                                                                                                                                                                                                                                                                                                              
|3(d) |  | Certificate of the Powers, Designations, Preferences and Rights of the 9% Cumulative Convertible Senior Preferred Stock of Alpine (incorporated herein by reference to Exhibit 3(c)to the Annual Report on Form 10-K of
Alpine for the fiscal year ended April 30, 1992 ("1992 10-K")).                                                                                                                                                                                                                                                                                                                        
|3(e) |  | Certificate of the Powers, Designations, Preferences and Rights of the 8.5% Cumulative Convertible Senior Preferred Stock of Alpine (incorporated herein by reference to Exhibit 3(e)to the Annual Report on Form 10-K
of Alpine for the fiscal year ended April 30, 1994).                                                                                                                                                                                                                                                                                                                                    
|3(f) |  | Certificate of the Powers, Designations, Preferences and Rights of the 8% Cumulative Convertible Senior Preferred Stock of the Company (incorporated herein by reference to Exhibit 3(f)to the 1995 10-K).                                                                                                                                                                                                                                                                                                                                                                                                     
|3(g) |  | By-laws of Alpine (incorporated herein by reference to Exhibit 3(g)to the 1995 10-K).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4(a) |  | Indenture, dated as of July 15, 1995, by and among Alpine, Adience, Inc., Superior Telecommunications Inc. ("STI"), Superior Cable Corporation and Marine Midland Bank ("Marine Midland"), as trustee (incorporated herein by
reference to Exhibit 10(ee)to the 1995 10-K).                                                                                                                                                                                                                                                                                                                                    

36

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|4(b)  |  | Supplemental Indenture to the above Indenture, dated as of October 2, 1996, among Alpine, STI, Adience, Inc., Superior Cable Corporation and Marine Midland, as trustee (incorporated herein by reference to Exhibit 4(b)to
the Annual Report on Form 10-K of Alpine for the fiscal year ended April 30, 1997 (the "1997 10-K")).                                        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(c)  |  | Second Supplemental Indenture to the above Indenture, dated as of January 31, 1997, among Alpine, STI, Adience, Inc., Superior Cable Corporation and Marine Midland, as trustee (incorporated herein by reference to Exhibit
4(c)to the 1997 10-K).                                                                                                                      
|4(d)  |  | Pledge Agreement, dated as of July 21, 1995, by and between Alpine and Marine Midland (incorporated herein by reference to Exhibit 10(ff)to the 1995 10-K).                                                                                                                                                                                                              
|4(e)  |  | Amendment, dated as of October 2, 1996, between Alpine and Marine Midland, as trustee, to the above Pledge Agreement (incorporated herein by reference to Exhibit 4(e)to the 1997 10-K).                                                                                                                                                                                 
|4(f)  |  | Amendment No. 2, dated as of January 27, 1997, between Alpine and Marine Midland, as trustee, to the above Pledge Agreement (incorporated herein by reference to Exhibit 4(f)to the 1997 10-K).                                                                                                                                                                          
|4(g)  |  | Rights Agreement, dated as of February 17, 1999, between Alpine and American Stock Transfer & Trust Company, as Rights Agent (incorporated herein by reference to Exhibit 4.1 to the Form 8-A of Alpine, as filed
with the Commission on February 18, 1999).                                                                                                             
|10(a) |  | Amended and Restated 1984 Restricted Stock Plan of Alpine (incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form S-4 (Registration No. 33-9978)of Alpine, as filed with the Commission
on October 5, 1993 (the "S-4 Registration Statement")).                                                                                          
|10(b) |  | Amended and Restated 1987 Long-Term Equity Incentive Plan of Alpine (incorporated herein by reference to Exhibit 10.4 to the S-4 Registration Statement).                                                                                                                                                                                                                
|10(c) |  | Employee Stock Purchase Plan of Alpine (incorporated herein by reference to Exhibit B to the proxy statement of Alpine dated August 22, 1997).                                                                                                                                                                                                                           
|10(d) |  | 1997 Stock Option Plan (incorporated herein by reference to Exhibit 10(tt)to the 1997 10-K).                                                                                                                                                                                                                                                                             
|10(e) |  | Stock Compensation Plan for Non-Employee Directors of Alpine (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Alpine for the quarter ended January 30, 1999).                                                                                                                                                                   
|10(f) |  | Lease Agreement by and between ALP(TX)QRS 11-28, Inc., and Superior TeleTec Transmission Products, Inc., dated as of December 16, 1993 (incorporated herein by reference to Exhibit (i)to the Quarterly Report on Form 10-Q
of Alpine for the quarter ended January 31, 1994).                                                                                           
|10(g) |  | First Amendment to Lease Agreement, dated as of May 10, 1995, by and between ALP (TX)QRS 11-28, Inc. and Superior TeleTec Inc. (incorporated herein by reference to Exhibit 10(o)to the 1995 10-K).                                                                                                                                                                      
|10(h) |  | Second Amendment to Lease Agreement, dated as of July 21, 1995, by and between ALP(TX)QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(x)to the 1995 10-K).                                                                                                                                                          
|10(i) |  | Third Amendment to Lease Agreement, dated as of October 2, 1996, by and between ALP(TX)QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10.8 to the Registration Statement
on Form S-1 (Registration No. 333-09933)of Superior TeleCom, as filed with the Commission on August 9, 1996, as amended (the "TeleCom S-1")).

37

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|10(j) |  | First Amendment to Guaranty and Surety Agreement, dated as of October 2, 1996, among the Company, Superior TeleCom and ALP (TX)QRS 11-28, Inc. (incorporated herein by reference to Exhibit 10.12 to the TeleCom
S-1).                                                                                                                                                                                                                                                                                                                                        
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(k) |  | Employment Agreement, dated as of April 26, 1996, by and between Alpine and Steven S. Elbaum (incorporated herein by reference to Exhibit 10(q)to the 1996 10-K).                                                                                                                                                                                                                                                                                                                                                                                             
|10(l) |  | Employment Agreement, dated as of April 26, 1996, by and between Alpine and Stewart H. Wahrsager (incorporated herein by reference to Exhibit 10(r)to the 1996 10-K).                                                                                                                                                                                                                                                                                                                                                                                         
|10(m) |  | Employment Agreement, dated as of April 26, 1996, by and between Alpine and Bragi F. Schut (incorporated herein by reference to Exhibit 10(s)to the 1996 10-K).                                                                                                                                                                                                                                                                                                                                                                                               
|10(n) |  | Employment Agreement, dated as of April 26, 1996, by and between Alpine and Stephen M. Johnson (incorporated herein by reference to Exhibit 10(t)to the 1996 10-K).                                                                                                                                                                                                                                                                                                                                                                                           
|10(o) |  | Employment Agreement, dated as of April 26, 1996, by and between Alpine and David S. Aldridge (incorporated herein by reference to Exhibit 10(u)to the 1996 10-K).                                                                                                                                                                                                                                                                                                                                                                                            
|10(p) |  | Employment Agreement, dated as of April 26, 1996, between STI and Justin F. Deedy, Jr. (incorporated herein by reference to Exhibit 10.3 to the TeleCom S-1).                                                                                                                                                                                                                                                                                                                                                                                                 
|10(q) |  | Amended and Restated Employment Agreement, dated effective as of January 1, 2001, between the Company, Superior Telecommunications Inc. and Steven S. Elbaum (incorporated herein by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of Superior TeleCom for the quarter ended March 31, 2001).                                                                                                                                                                                                                                                
|10(r) |  | Amended and Restated Credit Agreement, dated as of November 27, 1998, among Superior/Essex Corp., Essex Group, Inc., the guarantors named therein, various lenders, Merrill Lynch & Co., as Documentation Agent, Fleet
National Bank, as Syndication Agent, and Bankers Trust Company, as Administrative Agent (incorporated herein by reference to Exhibit 99.7 to the Schedule 13D/A of Alpine, Superior TeleCom, Superior/Essex Corp. and SUT Acquisition Corp., as filed with
the Commission on December 7, 1998).                                        
|10(s) |  | Senior Subordinated Credit Agreement, dated as of May 26, 1999 (the "Superior Senior Subordinated Credit Agreement"), among Superior/Essex Corp., as Borrower, Superior TeleCom, as Parent, the Subsidiary Guarantors listed
therein, the Lending Institutions listed therein, Fleet Corporate Finance, Inc., as Syndication Agent, and Bankers Trust Company, as Administrative Agent (incorporated herein by reference to Exhibit 10(s)to the Annual Report on Form 10-K of Superior
TeleCom for the year ended December 31, 1999 (the "Superior 1999 10-K")
|10(t) |  | Addendum No. 1 to the Application to Open an Account, dated December 29, 1998, between Cables of Zion United Works Ltd. and Bank Hapoalim B.M. (incorporated herein by reference to Exhibit 3 to the Current Report on Form
8-K of the Company dated December 31, 1998).                                                                                                                                                                                                                                                                                      
|10(u) |  | Letter Agreement between the Company and Superior TeleCom, dated October 8, 1996, relating to a capital contribution by the Company to Superior TeleCom (incorporated herein by reference to Exhibit 10.2 to the TeleCom
S-1).                                                                                                                                                                                                                                                                                                                                
|10(v) |  | Letter Agreement between the Company and Superior TeleCom, dated October 2, 1996, relating to tax indemnification (incorporated herein by reference to Exhibit 10.5 to the TeleCom S-1).                                                                                                                                                                                                                                                                                                                                                                      
|10(w) |  | Tax Allocation Agreement, dated as of October 2, 1996, among the Company, Superior TeleCom and its subsidiaries (incorporated herein by reference to Exhibit 10.9 to the TeleCom S-1).                                                                                                                                                                                                                                                                                                                                                                        
|10(x) |  | Exchange Agreement between the Company and Superior TeleCom, dated October 2, 1996 (incorporated herein by reference to Exhibit 10.10 to the TeleCom S-1).                                                                                                                                                                                                                                                                                                                                                                                                    
|10(y) |  | Registration Rights Agreement, dated October 2, 1996, between the Company and Superior TeleCom (incorporated herein by reference to Exhibit 10.11 to the TeleCom S-1).                                                                                                                                                                                                                                                                                                                                                                                        

38

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|10(z)  |  | Services Agreement, dated October 2, 1996 (the "Services Agreement"), between the Company and Superior TeleCom (incorporated herein by reference to Exhibit 10.4 to the TeleCom S-1).                                                                                                                                                                                                                              
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(aa) |  | Amendment No. 1, dated as of May 1, 1997, to the Services Agreement (incorporated herein by reference to Exhibit 10(pp)to the 1997 10-K).                                                                                                                                                                                                                                                                          
|10(bb) |  | Amendment No. 2, dated as of May 1, 1998, to the Services Agreement (incorporated herein by reference to Exhibit 10(uu)to the Annual Report on Form 10-K of Alpine for the fiscal year ended April 30, 1998).                                                                                                                                                                                                      
|10(cc) |  | Amendment No. 1, dated as of March 15, 1999, to The Alpine Group, Inc. 1997 Stock Option Plan (incorporated herein by reference to Exhibit 10(ll)to the 1999 10-K).                                                                                                                                                                                                                                                
|10(dd) |  | Amendment No. 2, dated as of April 1, 1999, to The Alpine Group, Inc. 1997 Stock Option Plan (incorporated herein by reference to Exhibit 10(mm)to the 1999 10-K).                                                                                                                                                                                                                                                 
|10(ee) |  | Amendment No. 3, dated as of May 14, 1999, to The Alpine Group, Inc. 1997 Stock Option Plan (incorporated herein by reference to Exhibit 10(nn)to the 1999 10-K).                                                                                                                                                                                                                                                  
|10(ff) |  | Credit Agreement, dated as of November 23, 1999 (the "Alpine Credit Agreement"), among The Alpine Group, Inc., Various Lenders, Fleet Bank, N.A., as Syndication Agent, Bank of America, N.A., as Documentation Agent, and
Bankers Trust Company, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Alpine for the quarter ended October 31, 1999).
|10(gg) |  | Amendment No. 1, dated as of December 10, 1999, to the Superior Senior Subordinated Credit Agreement (incorporated herein by reference to Exhibit 10(v)to the Superior 1999 10-K).                                                                                                                                                                                                                                 
|10(hh) |  | Amendment No. 2, dated as of February 18, 2000, to the Superior Senior Subordinated Credit Agreement (incorporated herein by reference to Exhibit 10(w)to the Superior 1999 10-K).                                                                                                                                                                                                                                 
|10(ii) |  | Fourth Amendment to Lease Agreement, dated as of November 27, 1998, between ALP (TX)QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(x)to the Superior 1999
10-K).                                                                                                                                                                                             
|10(jj) |  | Second Amendment to Guaranty and Suretyship Agreement, dated as of November 27, 1998, among ALP (TX)QRS 11-28, Inc., Superior TeleCom and Alpine (incorporated herein by reference to Exhibit 10(y)to the Superior 1999
10-K).                                                                                                                                                                                     
|10(kk) |  | Amendment No. 3, dated as of May 1, 1999, to the Services Agreement (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30,
2000).                                                                                                                                                                                               
|10(ll) |  | Amendment No. 1 dated as of December 31, 1998, to the Superior Credit Agreement (incorporated herein by reference to Exhibit 10(aa)to the Annual Report on Form 10-K of Superior TeleCom for the year ended December 31, 2000
(the "Superior 2000 10-K")).                                                                                                                                                         
|10(mm) |  | Amendment No. 2 and Waiver, dated as of December 10, 1999, to the Superior Credit Agreement (incorporated herein by reference to Exhibit 10(bb)to the Superior 2000 10-K).                                                                                                                                                                                                                                         
|10(nn) |  | Amendment No. 3 and Waiver, dated as of March 13, 2000, to the Superior Credit Agreement (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Superior TeleCom for the quarter ended
September 30, 2000).                                                                                                                                                                     
|10(oo) |  | Amendment No. 4 and Waiver, dated as of September 30, 2000, to the Superior Credit Agreement (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Superior TeleCom for the quarter ended
September 30, 2000).                                                                                                                                                                 
|10(pp) |  | Amendment No. 3, dated as of March 30, 2000, to the Superior Senior Subordinated Credit Agreement (incorporated herein by reference to Exhibit 10 (ee)to the Superior 2000 10-K).                                                                                                                                                                                                                                  

39

---

|10(qq)  |  | Amendment No. 4, dated as of April 20, 2000, to the Superior Senior Subordinated Credit Agreement (incorporated herein by reference to Exhibit 10(ff)to the Superior 2000 10-K).                                                                                                                                                                                                                                                                                                                                            
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(rr)  |  | Amendment No. 5, dated as of June 5, 2000, to the Superior Senior Subordinated Credit Agreement (incorporated herein by reference to Exhibit 10(gg)to the Superior 2000 10-K).                                                                                                                                                                                                                                                                                                                                              
|10(ss)  |  | The Alpine Group, Inc. Deferred Stock Account Plan (incorporated herein by reference to Exhibit 10(ss) to the Annual Report on Form 10-K of the Company for the year ended December 31, 2000 (the "2000 10-K").                                                                                                                                                                                                                                                                                                             
|10(tt)  |  | The Alpine Group, Inc. Deferred Cash Account Plan (incorporated herein by reference to Exhibit 10(tt) to the 2000 10-K).                                                                                                                                                                                                                                                                                                                                                                                                    
|10(uu)  |  | US Pledge Agreement, dated as of November 23, 1999 (the "US Pledge Agreement") made by the Company in favor of Bankers Trust Company (incorporated herein by reference to Exhibit 10(uu) to the 2000 10-K).                                                                                                                                                                                                                                                                                                                 
|10(vv)  |  | First Amendment and Waiver to the Alpine Credit Agreement, dated as of November 1, 2000 (incorporated herein by reference to Exhibit 10(vv) to the 2000 10-K).                                                                                                                                                                                                                                                                                                                                                              
|10(ww)  |  | Modification to Waiver to the Alpine Credit Agreement, dated as of November 10, 2000 (incorporated herein by reference to Exhibit 10(ww) to the 2000 10-K).                                                                                                                                                                                                                                                                                                                                                                 
|10(xx)  |  | Second Amendment to the Alpine Credit Agreement and First Amendment to the US Pledge Agreement, dated as of November 17, 2000 (incorporated herein by reference to Exhibit 10(xx) to the 2000 10-K).                                                                                                                                                                                                                                                                                                                        
|10(yy)  |  | Third Amendment to the Alpine Credit Agreement and Second Amendment to the US Pledge Agreement and Acknowledgment, dated as of January 26, 2001 (incorporated herein by reference to Exhibit 10(yy) to the 2000
10-K).                                                                                                                                                                                                                                                                                                      
|10(zz)  |  | Amendment No. 5, dated as of June 30, 2001 to the Amended and Restated Credit Agreement dated as of November 27, 1998, among Superior Telecommunications Inc., Essex Group Inc., the guarantors named therein, various
lenders, Bankers Trust Company, as administrative agent and Fleet National Bank, as syndication agent, (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2001 (the "June 2001
10-Q")).                                   
|10(aaa) |  | Amendment dated as of January 1, 2001, to the Services Agreement between The Alpine Group, Inc. and Superior TeleCom Inc. (incorporated by reference to Exhibit 10.1 to the June 2001 10-Q).                                                                                                                                                                                                                                                                                                                                
|10(bbb) |  | Amendment Number Six and Waiver, dated as of November 30, 2001, to the Amended and Restated Credit Agreement dated as of November 27, 1998, among Superior Telecommunications Inc., Essex Group Inc., the guarantors named
therein, various lenders, Bankers Trust Company, as administrative agent and Fleet National Bank, as syndication agent (incorporated herein by reference to Exhibit 10(nn) to the Annual Report on Form 10-K of Superior TeleCom for the year ended
December 31, 2001 ("the Superior 2001 10-K").
|10(ccc) |  | Amendment Number Seven, dated as of March 28, 2001, to the Amended and Restated Credit Agreement dated as of November 27, 1998, among Superior Telecommunications Inc., Essex Group Inc., the guarantors named therein,
various lenders, Bankers Trust Company, as administrative agent and Fleet National Bank, as syndication agent (incorporated herein by reference to Exhibit 10(oo) to the Superior 2001 10-K).                                                                                                       
|10(ddd) |  | Amendment Number Six, dated as of December 27, 2001, to the Senior Subordinated Credit Agreement (incorporated herein by reference to Exhibit 10(pp) to the Superior 2001 10-K).                                                                                                                                                                                                                                                                                                                                            
|10(eee) |  | Reimbursement Agreement, dated as of November 30, 2001 among The Alpine Group, Inc., Superior Telecommunications Inc. and Superior TeleCom Inc. (incorporated herein by reference to Exhibit 10(qq) to the Superior 2001
10-K).                                                                                                                                                                                                                                                                                             

40

---

|10(fff)  |  | Warrant, dated December 27, 2001, to purchase 200,000 shares of common stock issued by Superior TeleCom Inc. to The Alpine Group, Inc. (incorporated herein by reference to Exhibit 10(rr) to the Superior 2001
10-K).                                                                                             
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(ggg)* |  | Amendment Number One to The Alpine Group, Inc. Senior Executive Retirement Plan (Amended and Restated as of January 1, 2001).                                                                                                                                                                                      
|10(hhh)* |  | Amendment Number One to The Alpine Group, Inc. Deferred Cash Account Plan.                                                                                                                                                                                                                                         
|10(iii)  |  | Employment Agreement, dated effective as of January 1, 2001, between the Company, Superior Telecommunications, Inc. and David S. Aldridge (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form
10-Q of Superior for the quarter ended March 31, 2001 "the Superior March 2001 10-Q")).
|10(jjj)  |  | Employment Agreement, dated effective as of January 1, 2001, between the Company, Superior Telecommunications, Inc. and Stephen C. Knup (incorporated herein by reference to Exhibit 10.3 to the Superior March 2001
10-Q)).                                                                                       
|10(kkk)  |  | Employment Agreement, dated effective as of January 1, 2001, between the Company, Superior Telecommunications, Inc. and Stewart H. Wahrsager (incorporated herein by reference to Exhibit 10.4 to the Superior March 2001
10-Q)).                                                                                  
|10(lll)  |  | Employment agreement, dated effective as of January 1, 2001, between Superior Telecommunications Inc. and Christopher L. Mapes (incorporated herein by reference to Exhibit 10(ss) to the Superior 2001 10-K).                                                                                                     
|10(mmm)  |  | Employment agreement, dated effective as of January 1, 2001, between Superior Telecommunications Inc. and Harold M. Karp (incorporated herein by reference to Exhibit 10(tt) to the Superior 2001 10-K).                                                                                                           
|10(nnn)  |  | Fifth Amendment to Lease Agreement and Waiver, dated as of December 27, 2001, between ALP (TX) QRS 11-28, Inc. and Superior Telecommunications Inc. (incorporated herein by reference to Exhibit 10(yy) to the
Superior 2001 10-K).                                                                                
|18*      |  | Letter regarding change in accounting principles.                                                                                                                                                                                                                                                                  
|21*      |  | List of Subsidiaries                                                                                                                                                                                                                                                                                               
|23(a)*   |  | Consent of Arthur Andersen LLP                                                                                                                                                                                                                                                                                     
|99.1*    |  | Letter regarding Arthur Andersen LLP                                                                                                                                                                                                                                                                               

---

41

---



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.

Dated:
April 3, 2002

| |  | THE ALPINE GROUP, INC.
| |  | ----------------------
| |  | By:                   

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.

|/s/STEVEN S. ELBAUMSteven S. Elbaum   |  | Chairman of the Board and
Chief Executive Officer
(principal executive officer)    |  | April 3, 2002
|------------------------------------- |  | ---------------------------------------------------------------------------------- |  | -------------
|/s/DAVID S. ALDRIDGEDavid S. Aldridge |  | Chief Financial Officer and
Treasurer (principal financial and accounting officer) |  | April 3, 2002
|/s/KENNETH G. BYERSKenneth G. Byers   |  | Director                                                                           |  | April 3, 2002
|/s/RANDOLPH HARRISONRandolph Harrison |  | Director                                                                           |  | April 3, 2002
|/s/JOHN C. JANSINGJohn C. Jansing     |  | Director                                                                           |  | April 3, 2002
|/s/JAMES R. KANELYJames R. Kanely     |  | Director                                                                           |  | April 3, 2002
|/s/BRAGI F. SCHUTBragi F. Schut       |  | Director                                                                           |  | April 3, 2002

42

---



INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                                            |  | PAGE
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|AUDITED CONSOLIDATED FINANCIAL STATEMENTS:                                                                                                                                  |  |     
|Report of independent public accountants                                                                                                                                    |  | F-2 
|Consolidated balance sheets at December 31, 2001 and 2000                                                                                                                   |  | F-3 
|Consolidated statements of operations for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999, and the year ended April 30, 1999           |  | F-4 
|Consolidated statements of stockholders' equity for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999, and the year ended April 30, 1999 |  | F-5 
|Consolidated statements of cash flows for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999, and the year ended April 30, 1999           |  | F-7 
|Notes to consolidated financial statements                                                                                                                                  |  | F-9 
|SCHEDULES:                                                                                                                                                                  |  |     
|Schedule ICondensed financial information of registrant (Parent Company)                                                                                                   |  | F-49
|Schedule IIValuation and qualifying accounts                                                                                                                               |  | F-53

F-1

---



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
The Alpine Group, Inc.:

We
have audited the accompanying consolidated balance sheets of The Alpine Group, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and the year
ended April 30, 1999. These financial statements and the financial statement schedules referred to below are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Alpine Group, Inc. and subsidiaries as of
December 31, 2001 and 2000, and the results of their operations and their cash flows for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and
the year ended April 30, 1999 in conformity with accounting principles generally accepted in the United States.

Our
audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the index to financial statements are presented for
the purpose of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied
in the audits of the
basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a
whole.

Arthur
Andersen LLP

Atlanta,
Georgia
April 2, 2002

F-2

---



THE ALPINE GROUP, INC. AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (in thousands, except share data)

|                                                                                                                                                                          |                                                                                                                     | December 31,
2001          |                                            | December 31,
2000 |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ----------------- | ------
|ASSETS                                                                                                                                                                    |                                                                                                                     |                            |                                            |                   |       
|Current assets:                                                                                                                                                           |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          | Cash and cash equivalents                                                                                           |                            | $                                          | 52,534            |       
|                                                                                                                                                                          | Restricted cash                                                                                                     |                            |                                            | 3,835             |       
|                                                                                                                                                                          | Accounts receivable, net                                                                                            |                            |                                            | 201,376           |       
|                                                                                                                                                                          | Inventories, net                                                                                                    |                            |                                            | 263,210           |       
|                                                                                                                                                                          | Other current assets                                                                                                |                            |                                            | 41,168            |       
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            | Total current assets                       |                   |       
|Property, plant and equipment, net                                                                                                                                        |                                                                                                                     |                            | 510,120                                    |                   |       
|Long-term investments and other assets                                                                                                                                    |                                                                                                                     |                            | 126,328                                    |                   |       
|Goodwill, net                                                                                                                                                             |                                                                                                                     |                            | 753,580                                    |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            | Total assets                               |                   | $     
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                      |                                                                                                                     |                            |                                            |                   |       
|Current liabilities:                                                                                                                                                      |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          | Short-term borrowings                                                                                               |                            | $                                          | 124,388           |       
|                                                                                                                                                                          | Current portion of long-term debt                                                                                   |                            |                                            | 106,343           |       
|                                                                                                                                                                          | Accounts payable                                                                                                    |                            |                                            | 110,964           |       
|                                                                                                                                                                          | Accrued expenses                                                                                                    |                            |                                            | 107,138           |       
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            | Total current liabilities                  |                   |       
|Long-term debt, less current portion                                                                                                                                      |                                                                                                                     |                            | 1,162,644                                  |                   |       
|Minority interest in subsidiaries                                                                                                                                         |                                                                                                                     |                            | 44,847                                     |                   |       
|Deferred taxes                                                                                                                                                            |                                                                                                                     |                            | 82,481                                     |                   |       
|Other long-term liabilities                                                                                                                                               |                                                                                                                     |                            | 31,237                                     |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            | Total liabilities                          |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|Subsidiary-obligated Mandatorily Redeemable Trust Convertible Preferred Securities of Superior Trust I holding solely convertible debentures of Superior, net of discount |                                                                                                                     |                            | 136,040                                    |                   |       
|Commitments and contingencies (Notes 9 and 16)                                                                                                                            |                                                                                                                     |                            |                                            |                   |       
|Stockholders' equity:                                                                                                                                                     |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          | 9% cumulative convertible preferred stock at liquidation value                                                      |                            |                                            | 427               |       
|                                                                                                                                                                          | Common stock, $.10 par value; (21,923,705 and 21,763,055 shares issued at December 31, 2001 and 2000, respectively) |                            |                                            | 2,192             |       
|                                                                                                                                                                          | Capital in excess of par value                                                                                      |                            |                                            | 163,425           |       
|                                                                                                                                                                          | Accumulated other comprehensive deficit                                                                             |                            |                                            | (7,929            | )     
|                                                                                                                                                                          | Retained earnings (deficit)                                                                                         |                            |                                            | (15,582           | )     
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            | 142,533                                    |                   |       
|                                                                                                                                                                          | Treasury stock, at cost (8,018,495 and 8,050,646 shares at December 31, 2001 and 2000, respectively)                |                            |                                            | (95,592           | )     
|                                                                                                                                                                          | Receivable from stockholders                                                                                        |                            |                                            | (872              | )     
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     | Total stockholders' equity |                                            |                   | 46,069
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       
|                                                                                                                                                                          |                                                                                                                     |                            | Total liabilities and stockholders' equity |                   | $     
|                                                                                                                                                                          |                                                                                                                     |                            |                                            |                   |       

The
accompanying notes are an integral part of these consolidated financial statements.

F-3

---

THE ALPINE GROUP, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except per share data)

|                                                          |                                                                                                                                                                                                      | Year Ended                                           |           |         |       |           |        
|--------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | --------- | ------- | ----- | --------- | -------
|
|
|Net sales                                                 |                                                                                                                                                                                                      | $                                                    | 1,747,302 |         | $     | 2,049,048 |        
|Cost of goods sold                                        |                                                                                                                                                                                                      |                                                      | 1,471,409 |         |       | 1,708,920 |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Gross profit                                                                                                                                                                                         |                                                      |           | 275,893 |       |           | 340,128
|Selling, general and administrative expenses              |                                                                                                                                                                                                      |                                                      | 158,461   |         |       | 164,725   |        
|Infrequent and unusual charges                            |                                                                                                                                                                                                      |                                                      | 10,749    |         |       | 14,961    |        
|Amortization of goodwill                                  |                                                                                                                                                                                                      |                                                      | 21,163    |         |       | 21,065    |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Operating income                                                                                                                                                                                     |                                                      |           | 85,520  |       |           | 139,377
|Interest expense                                          |                                                                                                                                                                                                      |                                                      | (119,902  | )       |       | (138,539  | )      
|Loss on investments in securities                         |                                                                                                                                                                                                      |                                                      | (33,818   | )       |       | (10,545   | )      
|Gain on sale of PolyVision equity investment              |                                                                                                                                                                                                      |                                                      | 8,353     |         |       |          |        
|Other income, net                                         |                                                                                                                                                                                                      |                                                      | 730       |         |       | 6,869     |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Income (loss) from continuing operations before income taxes, distributions on preferred securities of subsidiary trust, minority interest, equity in earnings of affiliate and extraordinary (loss) |                                                      |           | (59,117 | )     |           | (2,838 
|Benefit (provision) for income taxes                      |                                                                                                                                                                                                      |                                                      | 20,574    |         |       | (1,119    | )      
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Income (loss) from continuing operations before distributions on preferred securities of subsidiary trust, minority interest, equity in earnings of affiliate and extraordinary (loss)               |                                                      |           | (38,543 | )     |           | (3,957 
|Distributions on preferred securities of subsidiary trust |                                                                                                                                                                                                      |                                                      | (15,362   | )       |       | (15,145   | )      
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Income (loss) from continuing operations before minority interest, equity in earnings of affiliate and extraordinary (loss)                                                                          |                                                      |           | (53,905 | )     |           | (19,102
|Minority interest in (earnings) losses of subsidiaries    |                                                                                                                                                                                                      |                                                      | 17,126    |         |       | 6,148     |        
|Equity in earnings of affiliate                           |                                                                                                                                                                                                      |                                                      | 1,300     |         |       | 1,706     |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Income (loss) from continuing operations before extraordinary (loss)                                                                                                                                 |                                                      |           | (35,479 | )     |           | (11,248
|Income (loss) from discontinued operations                |                                                                                                                                                                                                      |                                                      | 5,935     |         |       |          |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Income (loss) before extraordinary (loss)                                                                                                                                                            |                                                      |           | (29,544 | )     |           | (11,248
|Extraordinary (loss) on early extinguishment of debt      |                                                                                                                                                                                                      |                                                      | (1,440    | )       |       |          |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Net income (loss)                                                                                                                                                                                    |                                                      |           | (30,984 | )     |           | (11,248
|Preferred stock dividends                                 |                                                                                                                                                                                                      |                                                      | (38       | )       |       | (46       | )      
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Net income (loss) applicable to common stock                                                                                                                                                         |                                                      | $         | (31,022 | )     | $         | (11,294
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|Net income (loss) per share of common stock:              |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Basic:                                                                                                                                                                                               |                                                      |           |         |       |           |        
|                                                          |                                                                                                                                                                                                      | Income (loss) from continuing operations             |           | $       | (2.43 | )         | $      
|                                                          |                                                                                                                                                                                                      | Income (loss) from discontinued operations           |           |         | 0.41  |           |        
|                                                          |                                                                                                                                                                                                      | Extraordinary (loss) on early extinguishment of debt |           |         | (0.10 | )         |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          |                                                                                                                                                                                                      | Net income (loss) per basic share of common stock    |           | $       | (2.12 | )         | $      
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Diluted:                                                                                                                                                                                             |                                                      |           |         |       |           |        
|                                                          |                                                                                                                                                                                                      | Income (loss) from continuing operations             |           | $       | (2.44 | )         | $      
|                                                          |                                                                                                                                                                                                      | Income (loss) from discontinued operations           |           |         | 0.41  |           |        
|                                                          |                                                                                                                                                                                                      | Extraordinary (loss) on early extinguishment of debt |           |         | (0.10 | )         |        
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          |                                                                                                                                                                                                      | Net income (loss) per diluted share of common stock  |           | $       | (2.13 | )         | $      
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|Weighted average shares outstanding:                      |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Basic                                                                                                                                                                                                |                                                      |           | 14,629  |       |           | 14,779 
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        
|                                                          | Diluted                                                                                                                                                                                              |                                                      |           | 14,629  |       |           | 14,779 
|                                                          |                                                                                                                                                                                                      |                                                      |           |         |       |           |        

The accompanying notes are an integral part of these consolidated financial statements.

F-4

---



THE ALPINE GROUP, INC.        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        (in thousands, except share data)

|                                                  |                                                                                                           | Year Ended               |            |            |   |         |         |            |            |   |        
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------------------------ | ---------- | ---------- | - | ------- | ------- | ---------- | ---------- | - | -------
|
|
|
|Common stock:                                     |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  | Balance at beginning of period                                                                            |                          | 21,763,055 |            | $ | 2,176   |         | 21,663,041 |            | $ | 2,166  
|                                                  | Recapitalization of equity method investment                                                              |                          |           |            |   |        |         |           |            |   |       
|                                                  | Exercise of stock options                                                                                 |                          |           |            |   |        |         | 18,500     |            |   | 2      
|                                                  | Employee stock purchase plan                                                                              |                          | 152,657    |            |   | 15      |         | 65,801     |            |   | 6      
|                                                  | Compensation expense related to stock options and grants                                                  |                          | 7,993      |            |   | 1       |         | 15,713     |            |   | 2      
|                                                  | Exercise of warrants                                                                                      |                          |           |            |   |        |         |           |            |   |       
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  |                                                                                                           | Balance at end of period |            | 21,923,705 |   |         | 2,192   |            | 21,763,055 |   |        
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|Capital in excess of par value:                   |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  | Balance at beginning of period                                                                            |                          |            |            |   | 162,912 |         |            |            |   | 158,268
|                                                  | Effect of subsidiaries' equity transactions                                                               |                          |            |            |   | (789    | )       |            |            |   | 1,120  
|                                                  | Recapitalization of equity method investment                                                              |                          |            |            |   |        |         |            |            |   |       
|                                                  | Exercise of stock options and warrants                                                                    |                          |            |            |   |        |         |            |            |   | 593    
|                                                  | Employee stock purchase plan                                                                              |                          |            |            |   | 217     |         |            |            |   | 411    
|                                                  | Compensation expense related to stock options and grants                                                  |                          |            |            |   | 1,085   |         |            |            |   | 2,520  
|                                                  | Deposit of stock into grantor trust                                                                       |                          |            |            |   |        |         |            |            |   |       
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  |                                                                                                           | Balance at end of period |            |            |   |         | 163,425 |            |            |   |        
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|9% cumulative convertible preferred stock:        |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  | Balance at beginning of period                                                                            |                          | 427        |            |   | 427     |         | 427        |            |   | 427    
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  |                                                                                                           | Balance at end of period |            | 427        |   |         | 427     |            | 427        |   |        
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|Accumulated other comprehensive income (deficit): |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  | Balance at beginning of period                                                                            |                          |            |            |   | (18,910 | )       |            |            |   | 451    
|                                                  | Foreign currency translation adjustment                                                                   |                          |            |            |   | (1,513  | )       |            |            |   | (1,860 
|                                                  | Additional minimum pension liability (net of tax benefit of $612 at December 31, 2001)                    |                          |            |            |   | (654    | )       |            |            |   | 55     
|                                                  | Realized net losses in value of securities, (net of tax benefit of $15,914, and $4,218)                   |                          |            |            |   | 23,872  |         |            |            |   | 6,327  
|                                                  | Change in unrealized gains on securities, (net of tax expense/(benefit) of $5,022, $11,704, and ($2,908)) |                          |            |            |   | (10,678 | )       |            |            |   | (23,883
|                                                  | Change in unrealized gain on derivatives                                                                  |                          |            |            |   | (46     | )       |            |            |   |       
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  |                                                                                                           | Balance at end of period |            |            |   |         | (7,929  | )          |            |   |        
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|Retained earnings (deficit):                      |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  | Balance at beginning of period                                                                            |                          |            |            |   | 15,762  |         |            |            |   | 27,056 
|                                                  | Net income (loss)                                                                                         |                          |            |            |   | (30,984 | )       |            |            |   | (11,248
|                                                  | Dividends on preferred stock                                                                              |                          |            |            |   | (38     | )       |            |            |   | (46    
|                                                  | Compensation expense related to stock options and grants                                                  |                          |            |            |   | (322    | )       |            |            |   |       
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        
|                                                  |                                                                                                           | Balance at end of period |            |            |   |         | (15,582 | )          |            |   |        
|                                                  |                                                                                                           |                          |            |            |   |         |         |            |            |   |        

F-5

---

|Treasury stock:               |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |            |            |            |        |        
|----------------------------- | -------------------------------------------------------- | ------------------------ | ---------- | ---------- | ------- | ------- | ---------- | ---------- | ---------- | ------- | ------- | ---------- | ---------- | ---------- | ------ | ------- | ---------- | ---------- | ---------- | ------ | -------
|                              | Balance at beginning of period                           |                          | (8,050,646 | )          | $       | (96,824 | )          | (7,418,534 | )          | $       | (92,396 | )          | (4,923,932 | )          | $      | (59,398 | )          | (2,704,732 | )          | $      | (26,890
|                              | Purchase of treasury stock                               |                          | (87,650    | )          |         | (181    | )          | (682,443   | )          |         | (5,051  | )          | (1,688,819 | )          |        | (22,838 | )          | (2,219,200 | )          |        | (32,508
|                              | Deposit of stock into grantor trust                      |                          |           |            |         |        |            |           |            |         |        |            | (805,783   | )          |        | (10,160 | )          |            |            |        |       
|                              | Stock options and grants                                 |                          | 119,801    |            |         | 1,413   |            | 50,331     |            |         | 623     |            |           |            |        |        |            |           |            |        |       
|                              |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |           
|                              |                                                          | Balance at end of period |            | (8,018,495 | )       |         | (95,592    | )          | (8,050,646 | )       |         | (96,824    | )          | (7,418,534 | )      |         | (92,396    | )          | (4,923,932 | )      |        
|                              |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |           
|Receivable from stockholders: |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |            |            |            |        |        
|                              | Balance at beginning of period                           |                          |            |            |         | (913    | )          |            |            |         | (989    | )          |            |            |        | (989    | )          |            |            |        | (958   
|                              | Loans to stockholders                                    |                          |            |            |         |        |            |            |            |         |        |            |            |            |        |        |            |            |            |        | (88    
|                              | Compensation expense related to stock options and grants |                          |            |            |         | 41      |            |            |            |         | 76      |            |            |            |        |        |            |            |            |        | 57     
|                              |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |           
|                              |                                                          | Balance at end of period |            |            |         |         | (872       | )          |            |         |         | (913       | )          |            |        |         | (989       | )          |            |        |        
|                              |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |           
|Total stockholders' equity    |                                                          | 13,905,637               |            | $          | 46,069  |         | 13,712,836 |            | $          | 64,630  |         | 14,244,934 |            | $          | 94,983 |         | 15,172,974 |            | $          | 56,383 |        
|                              |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |           
|Comprehensive income (loss)   |                                                          |                          |            | $          | (20,003 | )       |            |            | $          | (30,609 | )       |            |            | $          | 52,059 |         |            |            | $          | 9,161  |        
|                              |                                                          |                          |            |            |         |         |            |            |            |         |         |            |            |            |        |         |           

The accompanying notes are an integral part of these consolidated financial statements.

F-6

---



THE ALPINE GROUP, INC. AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)

|                                                        |                                                                                                                 | Year Ended                            |         |         |         |         |         
|------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ------------------------------------- | ------- | ------- | ------- | ------- | --------
|
|
|Cash flows from operating activities:                   |                                                                                                                 |                                       |         |         |         |         |         
|                                                        | Income (loss) from continuing operations before extraordinary (loss)                                            |                                       | $       | (35,479 | )       | $       | (11,248 
|                                                        | Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities: |                                       |         |         |         |         |         
|                                                        | Depreciation and amortization                                                                                   |                                       |         | 67,613  |         |         | 63,370  
|                                                        | Deferred distributions on subsidiary Trust Convertible Preferred Securities                                     |                                       |         | 7,775   |         |         |        
|                                                        | Loss on investments in securities                                                                               |                                       |         | 33,818  |         |         | 10,545  
|                                                        | Gain on sale of PolyVision equity investment                                                                    |                                       |         | (8,353  | )       |         |        
|                                                        | Amortization of deferred debt issuance costs and accretion of debt discount                                     |                                       |         | 8,978   |         |         | 6,060   
|                                                        | Compensation expense related to stock options and grants                                                        |                                       |         | 2,218   |         |         | 2,720   
|                                                        | Provision (benefit) for deferred income taxes                                                                   |                                       |         | (17,162 | )       |         | (7,394  
|                                                        | Minority interest in earnings (losses) of subsidiary                                                            |                                       |         | (17,126 | )       |         | (6,148  
|                                                        | Equity in earnings of affiliate                                                                                 |                                       |         | (1,300  | )       |         | (1,706  
|                                                        | Change in assets and liabilities, net of effects from companies acquired:                                       |                                       |         |         |         |         |         
|                                                        |                                                                                                                 | Accounts receivable                   |         |         | 75,041  |         |         
|                                                        |                                                                                                                 | Inventories                           |         |         | (4,266  | )       |         
|                                                        |                                                                                                                 | Other current assets                  |         |         | 3,831   |         |         
|                                                        |                                                                                                                 | Other assets                          |         |         | (4,822  | )       |         
|                                                        |                                                                                                                 | Accounts payable and accrued expenses |         |         | (52,950 | )       |         
|                                                        |                                                                                                                 | Other, net                            |         |         | (3,077  | )       |         
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows provided by continuing operations            |                                                                                                                 |                                       | 54,739  |         |         | 94,113  |         
|Cash flows provided by discontinued operations          |                                                                                                                 |                                       |        |         |         |        |         
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows provided by operating activities             |                                                                                                                 |                                       | 54,739  |         |         | 94,113  |         
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows from investing activities:                   |                                                                                                                 |                                       |         |         |         |         |         
|                                                        | Acquisitions, net of cash acquired                                                                              |                                       |         |        |         |         |        
|                                                        | Capital expenditures                                                                                            |                                       |         | (27,264 | )       |         | (78,443 
|                                                        | Proceeds from marketable securities                                                                             |                                       |         |        |         |         | 7,841   
|                                                        | Proceeds from sale of (investment in) PolyVision Corporation                                                    |                                       |         | 41,393  |         |         |        
|                                                        | Purchase of investment in derivatives                                                                           |                                       |         | (4,125  | )       |         |        
|                                                        | Proceeds from sale of assets                                                                                    |                                       |         | 6,396   |         |         | 10,195  
|                                                        | Proceeds from sale of investment                                                                                |                                       |         | 10,022  |         |         | 42,958  
|                                                        | Proceeds from the sale of discontinued operations                                                               |                                       |         |        |         |         |        
|                                                        | Purchase of minority interest                                                                                   |                                       |         |        |         |         |        
|                                                        | Superior Israel customer loans                                                                                  |                                       |         | (13,018 | )       |         | (23,989 
|                                                        | Restricted cash                                                                                                 |                                       |         | 3,904   |         |         | (7,739  
|                                                        | Other                                                                                                           |                                       |         | (7      | )       |         | 1,450   
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows provided by (used for) continuing operations |                                                                                                                 |                                       | 17,301  |         |         | (47,727 | )       
|Cash flows used for discontinued operations             |                                                                                                                 |                                       |        |         |         |        |         
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows provided by (used for) investing activities  |                                                                                                                 |                                       | 17,301  |         |         | (47,727 | )       
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows from financing activities:                   |                                                                                                                 |                                       |         |         |         |         |         
|                                                        | Short-term borrowings, net                                                                                      |                                       |         | (35,612 | )       |         | 19,631  
|                                                        | Borrowings (repayments) under revolving credit facilities, net                                                  |                                       |         | 47,097  |         |         | (8,986  
|                                                        | Long-term borrowings                                                                                            |                                       |         | 40,791  |         |         | 61,232  
|                                                        | Repayments of long-term borrowings                                                                              |                                       |         | (92,807 | )       |         | (107,156
|                                                        | Proceeds from exercise of stock options                                                                         |                                       |         |        |         |         | 595     
|                                                        | Debt issuance costs                                                                                             |                                       |         | (2,269  | )       |         | (4,597  
|                                                        | Dividends on preferred stock                                                                                    |                                       |         | (38     | )       |         | (46     
|                                                        | Dividends paid on subsidiary common stock                                                                       |                                       |         |        |         |         |        
|                                                        | Purchase of treasury stock                                                                                      |                                       |         | (181    | )       |         | (5,051  
|                                                        | Purchase of subsidiary common stock                                                                             |                                       |         |        |         |         |        
|                                                        | Other                                                                                                           |                                       |         | 1,120   |         |         | 1,722   
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows provided by (used for) continuing operations |                                                                                                                 |                                       | (41,899 | )       |         | (42,656 | )       
|Cash flows provided by discontinued operations          |                                                                                                                 |                                       |        |         |         |        |         
|                                                        |                                                                                                                 |                                       |         |         |         |         |         
|Cash flows provided by (used for) financing activities  |                                                                                                                 |                                       | (41,899 | )       |         | (42,656 | )       
|                                                        |                                                                                                                 |                                       |         |         |         |         |         

F-7

---

|Cash flows provided by discontinued operations                             |                                                                                                                                                                                                                                                                  |   |       |         |   |       |         |   | 1,947   |          |   | 6,601     |          
|-------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------ | ------- | - | ------ | ------- | - | ------- | -------- | - | --------- | ---------
|Net increase in discontinued operations cash and cash equivalents          |                                                                                                                                                                                                                                                                  |   |       |         |   |       |         |   | (1,947  | )        |   | (3,889    | )        
|Net increase (decrease) in continuing operations cash and cash equivalents |                                                                                                                                                                                                                                                                  |   | 30,141 |         |   | 3,730  |         |   | (13,458 | )        |   | 14,618    |          
|Effect of exchange rate changes on cash                                    |                                                                                                                                                                                                                                                                  |   | (160   | )       |   | (719   | )       |   |        |          |   |          |          
|Cash and cash equivalents at beginning of year                             |                                                                                                                                                                                                                                                                  |   | 22,553 |         |   | 19,542 |         |   | 33,000  |          |   | 15,670    |          
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |        
|Cash and cash equivalents at end of year                                   |                                                                                                                                                                                                                                                                  | $ | 52,534 |         | $ | 22,553 |         | $ | 19,542  |          | $ | 33,000    |          
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |        
|Supplemental disclosures:                                                  |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |           |          
|                                                                           | Cash paid for interest, net of amount capitalized                                                                                                                                                                                                                |   | $      | 126,390 |   | $      | 124,831 |   | $       | 84,604   |   | $         | 47,980   
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |        
|                                                                           | Cash paid for income taxes, net of refunds                                                                                                                                                                                                                       |   | $      | 4,828   |   | $      | 7,355   |   | $       | 23,514   |   | $         | 22,633   
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |        
|Noncash investing and financing activities:                                |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |           |          
|Acquisition of businesses:                                                 |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |           |          
|                                                                           | Assets, net of cash acquired                                                                                                                                                                                                                                     |   |        |         |   |        |         |   |         |          |   | $         | 1,702,774
|                                                                           | Liabilities assumed                                                                                                                                                                                                                                              |   |        |         |   |        |         |   |         |          |   |           | (447,793 
|                                                                           | Minority equity interest in subsidiaries                                                                                                                                                                                                                         |   |        |         |   |        |         |   |         |          |   |           | (16,283  
|                                                                           | Issuance of Subsidiary-obligated Mandatorily Redeemable Trust Convertible Preferred Securities of Superior Trust I holding solely convertible debentures in exchange for subsidiary common stock held by minority shareholders
(net of discount of $332 million) |   |        |         |   |        |         |   |         |          |   |           | (133,290 
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |          
|Net cash paid                                                              |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          | $ | 1,105,408 |          
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |          
|PolyVision recapitalization:                                               |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |           |          
|                                                                           | Exchange of PolyVision series A preferred stock and a note receivable including accrued and unpaid interest                                                                                                                                                      |   |        |         |   |        |         |   |         |          |   | $         | (17,282  
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |          
|                                                                           | For PolyVision Series B cumulative preferred stock and PolyVision common stock                                                                                                                                                                                   |   |        |         |   |        |         |   |         |          |   | $         | 17,282   
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |          
|Disposition of business:                                                   |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |           |          
|                                                                           | Fair market value of common stock received                                                                                                                                                                                                                       |   |        |         |   |        |         |   | $       | (123,285 | ) |           |          
|                                                                           | Net assets of discontinued operations including purchased minority interest                                                                                                                                                                                      |   |        |         |   |        |         |   |         | 65,960   |   |           |          
|                                                                           | Gain on sale of discontinued operation, net of tax                                                                                                                                                                                                               |   |        |         |   |        |         |   |         | 35,369   |   |           |          
|                                                                           | Income taxes and other liabilities                                                                                                                                                                                                                               |   |        |         |   |        |         |   |         | 37,519   |   |           |          
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |          
|                                                                           | Net cash received                                                                                                                                                                                                                                                |   |        |         |   |        |         |   | $       | 15,563   |   |           |          
|                                                                           |                                                                                                                                                                                                                                                                  |   |        |         |   |        |         |   |         |          |   |          

The accompanying notes are an integral part of these consolidated financial statements.

F-8

---



THE ALPINE GROUP, INC. AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of significant accounting policies



The accompanying consolidated financial statements include the accounts of The Alpine Group, Inc. and its majority-owned subsidiaries (collectively
"Alpine" or the "Company", unless the context otherwise requires). The consolidated financial statements represent the consolidation of all majority owned companies. The Company records all affiliate
companies representing 20% to 50% ownership using the equity method of accounting. Other investments representing ownership of less than 20% are recorded at cost. These financial statements present
the consolidated balance sheets of the Company at December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended
December 31, 2001 and 2000, for the eight months ended December 31, 1999 and for the year ended April 30, 1999 ("fiscal 1999"). All significant intercompany accounts and
transactions have been eliminated. Minority interest recorded in the consolidated financial statements is related to the Company's 50.2% owned subsidiary, Superior TeleCom Inc. ("Superior") and
its 50.2% owned subsidiary, Superior Cables Limited ("Superior Israel").

Alpine
was incorporated in New Jersey in 1957 and reincorporated in Delaware in 1987. Alpine is a holding company and its principle operations are comprised of the activities of its
50.2% owned subsidiary, Superior, which manufactures wire and cable products for the communications, original equipment manufacturer ("OEM") and electrical markets. Superior is a manufacturer and
supplier of telecommunications wire and cable products to telephone companies, distributors and system integrators; magnet wire and insulation materials for motors, transformers and electrical
controls; and building and industrial wire for applications in commercial and residential construction and industrial
facilities. Superior operates manufacturing and distribution facilities in the United States, Canada, the United Kingdom, Israel and Mexico.

On
November 27, 1998, Superior completed a cash tender offer for 81% of the outstanding common shares of Essex International, Inc. ("Essex"). On March 31, 1999,
Superior acquired the remaining 19% of Essex common stock through the issuance of 81/2% trust convertible preferred securities of Superior Trust I, a Delaware trust in which Superior
owns all the common equity interests (see Notes 5 and 19).

On
August 6, 1999, Alpine sold its subsidiary, Premier Refractories International Inc. ("Premier"), to Cookson Group plc ("Cookson") (see Note 4). Accordingly,
Premier has been accounted for as a discontinued operation in the accompanying consolidated financial statements.

In
November 2001, Alpine sold its common and preferred equity investment in its affiliate, PolyVision Corporation ("PolyVision") resulting in a pre-tax gain of
$8.4 million (see Note 6).



The consolidated financial statements of Alpine include the operating results and balance sheet of its 50.2% owned subsidiary, Superior. Superior has a leveraged
capital structure including substantial debt. Alpine has not guaranteed nor is it liable with respect to Superior's debt (except for guarantees related to certain capital lease arrangements and a
commitment related to one quarterly interest payment (see Note 17)). Accordingly, the following discussion of Superior's liquidity and operating plans is limited to Superior and does not
reflect Alpine's liquidity or operating plans on a stand-alone basis.

F-9

---

Superior
has indebtedness which is substantial in relation to its stockholders' equity and current cash flows from operations. As of December 31, 2001, Superior had total debt of
approximately $1.2 billion (excluding (i) debt of its 50.2% owned subsidiary, Superior Israel, which debt is non-recourse to Superior TeleCom or its other subsidiaries and
(ii) approximately $167 million of 81/2% Trust Convertible Preferred Securities due in 2014) compared to approximately $76.7 million of stockholders' equity. As
further discussed in Note 9, Superior had additional borrowings available under its revolving credit facility at December 31, 2001 of approximately $50 million and Superior's cash
balance at December 31, 2001 was $19.3 million. The available borrowings under Superior's revolving credit facility declined during 2001 from approximately $150 million at
December 31, 2000. In addition, Superior's $160 million accounts receivable securitization facility (see Note 8) expires on June 30, 2002.

Superior's
leveraged financial position exposes it to the risk of increased interest rates, may impede its ability to obtain financing in the future for working capital, capital
expenditures and general corporate purposes, and may make Superior more vulnerable to economic downturns and limit its ability to withstand competitive pressures.

Superior's
results of operations have declined over the past two years with the most pronounced reductions occurring in the third and fourth quarters of 2001 and continuing in the first
quarter of 2002. The Company believes the declines in sales in 2001 relate to generally depressed economic conditions and specific industry conditions in its key business segments, but believes
operating results will improve in 2002. As discussed in Note 9, pursuant to agreements reached with Superior's subordinated debt holders, Superior has suspended cash interest payments on its
subordinated debt; and as discussed in Note 19, Superior has also deferred the payment of distributions on the 81/2% Trust Convertible Preferred Securities (which deferral is
contractually permitted for a period of 20 consecutive quarters). As further discussed in Note 9, Superior's term loan payment requirements also have been reduced in 2002. Notwithstanding these
reductions in cash outflows in 2002, Superior still will need to use a large portion of its future cash flows to pay principal and interest on its debt obligations, which will reduce the amount of
money available for use in its operations or for responding to potential business opportunities if these arise. Superior believes it will generate enough cash to service its debt obligations and fund
necessary capital expenditures during 2002; however, there can be no assurance that Superior will be able to meet its principal and interest on its debt obligations during 2002.



On December 20, 1999, the Company elected to change its year end to December 31 from April 30. This change was made effective
December 31, 1999.



All highly liquid investments purchased with a maturity at acquisition of 90 days or less are considered to be cash equivalents.



Restricted cash is restricted to repayment of certain debt, payment of certain obligations of subsidiaries or payment of certain income tax liabilities.

F-10

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Short-term investments in marketable securities are classified as trading securities and are stated at fair value. Net unrealized holding gains and
losses are included in other income and net realized gains and losses are determined at the time of sale on the specific identification cost basis. Long-term investments in marketable
securities are classified as available-for-sale. Unrealized holding gains and losses are included in other comprehensive income net of any related tax effect unless it is
determined that an other than temporary impairment has occurred at which time the losses are recorded in earnings.



Inventories of Superior's communications products are stated at the lower of cost or market, using the first-in, first-out ("FIFO") cost
method. Inventories of Superior's OEM and electrical products are stated at the lower of cost or market, primarily using the last-in, first-out ("LIFO") cost method.
Inventories include costs of materials, labor and manufacturing overhead. See Note 2.



Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Leasehold improvements are amortized over the lesser of the
estimated useful lives of the assets or the lease term. Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method. The
estimated lives are as follows:

Buildings and improvements

6 to 40 yearsMachinery and equipment

3 to 15 years


Maintenance
and repairs are charged to expense as incurred. Long-term improvements are capitalized as additions to property, plant and equipment. Upon retirement or other
disposal, the asset cost and related accumulated depreciation are removed from the accounts and the net amount, less any proceeds, is charged or credited to income. Interest is capitalized during the
active construction period of major capital projects. During the years ended December 31, 2001 and 2000 and the eight months ended December 31, 1999, $1.4 million,
$5.0 million and $2.0 million, respectively, was capitalized in connection with various capital projects.



The excess of the purchase price over the net identifiable assets of businesses acquired is amortized ratably over periods not exceeding 40 years.
Accumulated amortization of goodwill at December 31, 2001 and 2000 was $70.5 million and $49.5 million, respectively. The Company periodically reviews goodwill and
long-lived assets to assess recoverability from future operations using an undiscounted cash flow method. If the carrying amount exceeds undiscounted cash flows from future operations, an
impairment loss would be recognized for the difference between the carrying amount and its estimated fair value determined on a discounted cash flow method. To date, no impairment has been recorded.
The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant a revised estimate of useful lives. To date, no
adjustment in useful lives has been required. See "New accounting standards" for discussion of

F-11

---

new standards effective January 1, 2002 related to goodwill amortization and impairment loss determination.



Origination costs incurred in connection with outstanding debt financings are included in the consolidated balance sheet in long-term investments and
other assets. These deferred financing costs are being amortized over the lives of the related debt on an effective interest rate basis and are charged to
operations as additional interest expense. Total deferred financing fees at December 31, 2001 and 2000 were approximately $31.3 million and $29.9 million, respectively.



Included in accrued expenses at December 31, 2001 and 2000 are certain amounts due customers totaling $11.9 million and $14.6 million,
respectively, representing cash discount liabilities to customers who meet certain contractual sales volume criteria. Such discounts are paid periodically to those qualifying customers.



The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for both the
expected future tax impact of temporary differences arising from assets and liabilities whose tax bases are different from financial statement amounts and for the expected future tax benefit to be
derived from tax loss carryforwards. A valuation allowance is established if it is more likely than not that all or a portion of deferred tax assets will not be realized. Realization of the future tax
benefits of deferred tax assets (including tax loss carryforwards) is dependent on Alpine's ability to generate taxable income within the carryforward period and the periods in which net temporary
differences reverse.

Although
no assurance can be given that sufficient taxable income will be generated for utilization of certain of the Company's consolidated net operating loss carryforwards or for
reversal of certain temporary differences, the Company believes it is more likely than not that all of the net deferred tax asset, after valuation allowance, will be realized.



Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" as amended by SFAS
No. 137 and SFAS No. 138. These statements establish accounting and reporting standards for derivative instruments and require recognition of all derivatives as either assets or
liabilities in the statements of financial position and measurement of those instruments at fair value. The cumulative effect of the change in accounting upon adoption of SFAS No. 133 was not
material.

All
derivatives are recognized on the balance sheet at fair value. On the date the derivative contract is entered, the Company designates the derivative as either (i) a fair value
hedge of a recognized liability, (ii) a cash flow hedge of a forecasted transaction, (iii) a hedge of a net investment in a foreign operation, or (iv) a non-designated
derivative instrument. The Company currently engages in certain derivatives that are classified as fair value hedges, cash flow hedges and non-designated

F-12

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derivative instruments. Changes in the fair value of derivatives that are designated as fair value hedges are recorded in the consolidated statements of operations in the same line item as the
underlying exposure being hedged with any ineffective portion of a financial instrument hedge immediately recognized in earnings. Changes in the fair value of cash flow hedges are recorded in
accumulated other comprehensive income with any ineffective portion immediately recognized in earnings. Changes in the fair value of non-designated derivative contracts and the ineffective
portion of designated derivative instruments are reported in current earnings.

The
Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objectives and strategy for undertaking various hedge
transactions. The Company formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting
changes in fair values or cash flow of hedged items. When it is determined that a derivative is no longer highly effective as a hedge, hedge accounting is discontinued on a prospective basis.
Derivative financial instruments and derivative transactions reflected in the consolidated financial statements are discussed in Note 15.



Revenue is recognized when pervasive evidence of an agreement exists, delivery has occurred, the Company's price to the buyer is fixed and determinable and
collectability is reasonably assured.



The financial position and results of operations of foreign subsidiaries are measured using local currency as the functional currency. Assets and liabilities
denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing
during the period reported. The resulting translation gains and losses are credited or charged directly to accumulated other comprehensive income, a component of stockholders' equity, and are not
included in net income until realized through sale or liquidation of the investment. Foreign currency exchange gains and losses incurred on foreign currency transactions are included in income as they
occur.



The Company's ownership percentage in subsidiary stock is impacted by the Company's purchase of additional subsidiary stock, as well as subsidiary stock
transactions, including the subsidiary's purchase of its own stock and the subsidiary's issuance of its own stock under stock-based compensation plans. The Company's policy is to record all gains and
losses related to its subsidiary stock transactions through other income and expense. If, however, subsequent to recording gains in its subsidiary stock transactions the subsidiary repurchases shares,
the Company is precluded by Staff Accounting Bulletin No. 51, "Accounting for Sales of Stock by a Subsidiary" from recording further gains or losses until the subsidiary issues shares
equivalent in number to the repurchased shares. As such, the Company reflected the impact of its subsidiary stock transactions through adjustments to minority interest, goodwill and paid in capital in
the consolidated balance sheet in 2000. During 2001, the Company resumed recording gains and losses through other income and expense as the subsidiary issued the requisite number of shares following
share repurchases. The net increase to goodwill totaling

F-13

---

$0.3 million during the eight months ended December 31, 1999 and $6.9 million during fiscal 1999 is amortized over periods not exceeding 40 years.



Research and development costs are expensed as incurred. Research and development costs during the years ended December 31, 2001 and 2000, the eight months
ended December 31, 1999 and fiscal 1999 amounted to $9.0 million, $7.2 million, $4.1 million and $5.1 million, respectively.



Advertising costs are expensed as incurred. Advertising costs during the year ended December 31, 2001 amounted to $2.1 million.



It is the policy of the Company to self-insure up to certain limits (on an individual and aggregate basis) for certain insurable risks related
primarily to workers' compensation, health insurance and
comprehensive general and vehicle liability. Provisions for losses expected under these programs are recorded based on the Company's estimate of the aggregate liabilities for the claims incurred.



The Company accounts for shipping and handling fees and costs in accordance with Emerging Issues Task Force ("EITF") 00-10, "Accounting for Shipping
and Handling Fees and Costs." Accordingly all shipping and handling costs are included in costs of sales and all billings associated with these costs are included in revenues.



Basic earnings per common share is computed by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding
for the period. Diluted earnings per common share is determined assuming (i) the conversion of outstanding stock options, warrants and grants under the treasury stock method, (ii) the
conversion of convertible preferred stock and (iii) the dilution in subsidiary earnings resulting from the assumed conversion of subsidiary stock options and grants.



Comprehensive income includes all changes in equity from non-owner sources such as net income, foreign currency translation adjustments, change in the
fair value of derivatives and minimum pension liability adjustments.



During fiscal 1999, sales to the regional Bell operating companies ("RBOCs") and major independent telephone companies represented 36% of net sales. At
December 31, 2001 and 2000, accounts receivable from these customers were $17.6 million and $27.2 million, respectively. See Note 22 for concentrations of risk within the
Company's business segments.

F-14

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Accounts
receivable are net of allowances for doubtful accounts of $8.4 million and $5.0 million at December 31, 2001 and 2000, respectively.



The Company's consolidated financial statements are prepared in accordance with generally accepted accounting principles, which require management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.



Certain reclassifications have been made to the December 31, 2000, 1999 and fiscal 1999 consolidated financial statements to conform with the
December 31, 2001 presentation.



In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and
Other Intangible Assets." SFAS No. 141 requires use of the purchase method of accounting for business combinations initiated after June 30, 2001. SFAS No. 142, which is effective
for the Company beginning January 1, 2002, requires that the amortization of goodwill and certain other intangible assets cease and that the related asset values be reviewed annually for
impairment. The Company recorded $21.2 million in goodwill amortization charges in 2001. Beginning in 2002, the Company's goodwill, which amounted to $753.6 million at
December 31, 2001, will no longer be amortized; however it will be subject to an initial impairment review in the first quarter of 2002. If the carrying value (including goodwill) of any of the
Company's business segments exceeds the fair value (determined on a discounted cash flow basis or other fair value method), impairment of goodwill may exist which would result in a charge to earnings
for the amount of any such impairment. Prior assessments of goodwill impairment (see "Goodwill and long-lived assets" above) have not resulted in any charge for goodwill impairment;
however, such prior assessment utilized undiscounted cash flows for purposes of evaluating whether impairment exists. While the initial impairment assessment under SFAS No. 142 has not been
performed, the impact of recent economic and industry specific conditions could result in lowered fair values for certain of its business segments and, thus may give rise to material goodwill
impairment charges in 2002.

In
July 2001, the FASB also issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the
related long-lived asset. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, the entity either settles the obligation for the amount recorded or incurs a gain or loss. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. The Company does not anticipate any material impact on its results of operations or financial position related to implementation of SFAS No. 143.

F-15

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In August 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes FASB Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" and the accounting and reporting provisions of APB Opinion
No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" for the disposal of a segment of a business (as previously defined in APB Opinion 30). The FASB issued SFAS No. 144 to establish a single accounting model, based on the framework
established in SFAS No. 121 for long-lived assets to be disposed of by sale. SFAS No. 144 broadens the presentation of discontinued operations in the income statement to
include a component of an entity (rather than a segment of a business). A component of an entity comprises operations and cash flows that can be clearly distinguished, operationally and for financial
reporting purposes, from the rest of the entity. SFAS No. 144 also requires that discontinued operations be measured at the lower of the carrying amount or fair market value less cost to sell.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and should be applied prospectively. The Company does not anticipate any material impact on its results of
operations or financial position related to implementation of SFAS No. 144.

2.    Inventories

At December 31, 2001 and 2000, the components of inventories are as follows:

December 31,
2001

December 31,
2000(in thousands)Raw materials

$
37,743

$
45,793Work in process


35,148


42,006Finished goods


185,688


190,782258,579


278,581LIFO reserve


4,631


(16,722
)$
263,210

$
261,859


During
the eight months ended December 31, 1999, the Company changed its method of determining the cost of inventories for the acquired communications segment of Essex from the
LIFO method to the FIFO method. This change was made to conform operational and accounting policies for the Company's communications segment. The impact of this accounting change was not material.
During the year ended December 31, 2001, the Company changed the number of pools used to segregate inventory for the purpose of calculating LIFO inventory from three to five in order to reflect
the copper component separately. This change was made to more accurately reflect inventory costs in accordance with the LIFO approach as the changes in the prices of copper do not mirror the changes
in the prices of the other components of inventory. Utilization of the new method for the year ended December 31, 2001 resulted in the net loss being $0.3 million or $0.02 per diluted
share less than net loss under the previous method. The cumulative effect of change in accounting principle was not material.

Inventories
valued using the LIFO method amounted to $149.8 million and $133.6 million at December 31, 2001 and 2000, respectively. During the year ended
December 31, 2000, inventory

F-16

---

quantities were reduced which resulted in a LIFO layer liquidation. The impact of the liquidation reduced net loss by $0.8 million.

3.    Property, plant and equipment

At December 31, 2001 and 2000, property, plant and equipment consist of the following:

December 31,
2001

December 31,
2000(in thousands)Land

$
23,602

$
23,652Buildings and improvements


144,774


148,906Machinery and equipment


499,362


486,158667,738


658,716Less accumulated depreciation


157,618


118,034$
510,120

$
540,682


Depreciation
expense for the years ended December 31, 2001, 2000, the eight months ended December 31, 1999 and fiscal 1999 was $45.4 million, $41.3 million,
$26.1 million and $20.8 million, respectively.

4.    Discontinued operations

On August 6, 1999, Alpine completed the disposition of Premier (the "Premier Disposition") through the merger of Premier and a wholly-owned subsidiary of
Cookson, a London Stock Exchange listed company. In connection with the Premier Disposition, Cookson assumed all of Premier's existing indebtedness, issued to Alpine approximately 32.3 million
shares of Cookson ordinary shares and paid to
Alpine $12.2 million in cash. The approximate fair market value of Cookson ordinary shares received by Alpine was $123 million at August 6, 1999 (based on closing market value as
quoted on the London Stock Exchange). In connection with the Premier Disposition, Alpine retained the right to receive a contingent cash payment of up to $6.6 million based upon future earnings
of the American Minerals business, which was spun-off concurrently with Premier's acquisition of American Premier Holdings, Inc. in January 1998. Prior to the Premier
Disposition, Alpine purchased the 16.6% minority interest in Premier for a purchase price of approximately $31.1 million.

The
Company has accounted for Premier as a discontinued operation. The operating results of Premier have been segregated from the Company's continuing operations and are reported as a
separate line item within the statements of operations as discontinued operations. For the eight month period ended December 31, 1999, the Company recorded income from discontinued operations
of $35.4 million (net of taxes of $27.0 million) reflecting the gain on the Premier Disposition, net of operating losses incurred from May 1, 1999 (measurement date) through the
date of the Premier Disposition. For the year ended December 31, 2001, the Company recorded income from discontinued operations of $5.9 million representing a reduction in certain tax
liabilities accrued in 1999 in connection with the Premier Disposition. The Company has made appropriate provisions for all remaining obligations related to its disposition of Premier.

F-17

---

Premier's
results of operations for fiscal 1999 are summarized as follows:

Year Ended
April 30,
1999(in thousands)Net sales

$
485,960Loss before income tax benefit of $16 million


(1,691
)Loss before extraordinary loss


(2,707
)


5.    Acquisitions



On November 27, 1998, Superior completed a cash tender offer for 81% of the outstanding common shares of Essex, at an aggregate cash tender value of
$770 million (the "Essex Acquisition"). On March 31, 1999, Superior acquired the remaining outstanding common stock of Essex through the issuance of approximately $167 million
(face amount) of 81/2% Subsidiary-obligated Mandatorily Redeemable Trust Convertible Preferred Securities of Superior Trust I holding solely convertible debentures of Superior (see
Note 19).

The
acquisition of Essex was accounted for using the purchase method and, accordingly, the results of operations of Essex were included in the consolidated financial statements on a
prospective basis from the dates of acquisition. The purchase price was allocated based upon assessments of the fair values of assets and liabilities at the dates of acquisition, which included
accruals for planned consolidations, overhead rationalization and loss contingencies. The excess of the purchase price over the net assets acquired is being amortized on a straight-line
basis over 40 years (see Note 1).



On May 5, 1998, Superior acquired 51% of the common stock of Cables of Zion United Works Ltd. ("Cables of Zion"), an Israel-based cable and wire
manufacturer whose common stock is traded on the Tel Aviv Stock Exchange, for approximately $25 million in cash.

On
December 31, 1998, Cables of Zion acquired the business and certain operating assets of CvalimThe Electric Wire and Cable Company of Israel Ltd. ("Cvalim")
for an adjusted purchase price of $41.2 million in cash. Following the Cvalim acquisition, Cables of Zion changed its name to Superior Cables Limited ("Superior Israel"). On October 20,
1999, Superior Israel acquired the business and certain operating assets of Pica Plast Limited ("Pica Plast") for $10.8 million in cash.

The
acquisitions of Cables of Zion, Cvalim and Pica Plast were accounted for using the purchase method and, accordingly, the results of operations of Cables of Zion, Cvalim and Pica
Plast are included in the Company's consolidated financial statements on a prospective basis from the date of their respective acquisition. The purchase price was allocated based upon the estimated
fair values of
assets and liabilities at the date of acquisition. The excess of the purchase price over the net assets acquired is being amortized on a straight-line basis over 30 years.

F-18

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In 2001, the Company acquired for approximately $1.4 million in cash all the ordinary shares of Mastin Limited ("Mastin"), a company organized in Ireland.
The assets of Mastin consisted primarily of cash and marketable securities and Mastin had no significant operations.



Unaudited condensed pro forma results of operations for fiscal 1999, which give effect to the acquisition of Essex, Cables of Zion and Cvalim as if the
transactions had occurred on May 1, 1998, are presented below. The pro forma amounts reflect acquisition-related purchase accounting adjustments, including adjustments to depreciation and
amortization expense and interest expense on acquisition debt and certain other adjustments, together with related income tax effects. The pro forma financial information does not purport to be
indicative of either the results of operations that would have occurred had the acquisitions taken place at the beginning of the periods presented or of future results of operations.

Year Ended
April 30, 1999(in thousands,
except per share data)Net sales

$
2,008,233Income from continuing operations before income taxes, distribution on preferred securities of subsidiary trust, minority interest and extraordinary (loss)


57,319Income from continuing operations before extraordinary (loss)


8,605Loss from discontinued operations


(2,707
)Extraordinary (loss) on early extinguishment of debt


(634
)Net income applicable to common stock


5,225Net income per diluted share of common stock:Income from continuing operations before extraordinary (loss)

$
0.44Loss from discontinued operations


(0.15
)Extraordinary (loss) on early extinguishment of debt


(0.04
)Net income per diluted share of common stock

$
0.25


F-19

---

6.    Long-term investments and other assets

At December 31, 2001 and 2000, long-term investments and other assets consist of the following:

December 31,
2001

December 31,
2000(in thousands)Equity investment and advances to PolyVision(a)

$


$
25,520Investment in Cookson common stock(b)


19,977


47,795Other assets(c)


106,351


91,222$
126,328

$
164,537


---



F-20

---



7.    Accrued expenses

At December 31, 2001 and 2000, accrued expenses consist of the following:

December 31,
2001

December 31,
2000(in thousands)Accrued wages, salaries and employee benefits

$
17,999

$
24,456Accrued interest


23,822


25,873Other accrued expenses


65,317


54,893$
107,138

$
105,222


8.    Short-term borrowings

At December 31, 2001 and 2000, short-term borrowings consist principally of $124.4 million and $160.0 million, respectively, in
borrowings under Superior's accounts receivable securitization program which provides for up to $160.0 million in short-term financing through the issuance of secured commercial
paper through a limited purpose subsidiary. Borrowings under this facility are limited based on a percentage of eligible receivables, as defined by the program. At December 31, 2001, there was
no undrawn availability under this facility based on levels of accounts receivables on such date. Under the Superior receivable securitization program, Superior has granted a security interest in
certain of its trade accounts receivable to secure borrowings under the facility. The Superior receivable securitization program expires on June 30, 2002. Borrowings under this agreement bear
interest at the lender's commercial paper rate (which approximated 2.25% and 6.88% at December 31, 2001 and 2000, respectively) plus 0.70% at December 31, 2001 and plus 0.35% at
December 31, 2000.

F-21

---



9.    Long-term debt

At December 31, 2001 and 2000, long-term debt consists of the following:

December 31,
2001

December 31,
2000(in thousands)Superior long-term debtSuperior senior credit facility:Superior revolving credit facility

$
169,000

$
71,001Superior term loan A


299,808


374,420Superior term loan B


403,272


408,346Superior senior subordinated notes


203,029


200,000Superior Israel credit facilities


80,287


100,246Superior Israel bank borrowings


63,637


53,666Other


13,974


16,685Total Superior long-term debt


1,233,007


1,224,364Alpine long-term debt12.25% Senior Secured Notes (principal amount $12.2 million)


11,882


11,725Alpine revolving credit facility





47,102Other


24,098


1,194Total Alpine long-term debt


35,980


60,021Total long-term debt


1,268,987


1,284,385Less current portion of long-term debt


106,343


163,994$
1,162,644

$
1,120,391


As
reflected in the table above, long-term debt of Superior amounted to $1,233.0 million at December 31, 2001. Alpine is not liable directly or indirectly, for
the long-term debt of Superior (other than for guarantees under certain capitalized lease obligations).

Long-term
debt of Superior Israel (a 50.2% owned subsidiary of Superior) included in Superior's long-term debt above amounted to $143.9 million at
December 31, 2001. Such debt is recourse only to Superior Israel and not to Superior TeleCom or Alpine.

At
December 31, 2001 and 2000, the fair value of the Company's debt, based on the quoted market prices for the same or similar issues or on the current rates offered to the
Company for debt of the same remaining maturities, was approximately $972.5 million and $1.185 million, respectively. The Company has entered into several interest rate cap agreements in
order to limit the effect of changes in interest rates on several of the Company's floating rate long-term obligations. Amounts currently due to or from interest rate cap counterparties
are recorded in interest expense in the period in which they accrue. At December 31, 2000, the Company had an interest rate cap outstanding with a notional amount of $400 million with a
90-day LIBOR cap at 7.0% and a nominal fair value. At December 31, 2001, the Company had an interest rate cap outstanding with a notional amount of $362 million with a
90-day LIBOR cap at 4.4% and a fair value of $0.1 million. The 90-day LIBOR at December 31, 2001 was 1.93%.

F-22

---

The
aggregate principal maturities of long-term debt subsequent to December 31, 2001, are as follows:

Year

Amount(in thousands)2002

$
106,3432003


260,3772004


512,5922005


116,4232006


13,627Thereafter


259,625$
1,268,987




Superior's senior credit facility is comprised of a revolving credit facility along with a term loan A and a term loan B, all of which are governed by an Amended
and Restated Credit Agreement (the "Credit Agreement").

Superior's
operating activities are financed principally by the accounts receivable securitization financing arrangement (see Note 8) and the revolving credit facility which
allows for borrowings by Superior's non Superior Israel subsidiaries of up to $225 million in the aggregate (subject to interim reductions in 2002 which limit total borrowings to
$214 million). The revolving credit facility matures May 27, 2004. At December 31, 2001, interest on the outstanding balance is based upon LIBOR plus 4.0% or the base rate (prime)
plus 3.0% (6.37% and 10.03% at December 31, 2001 and 2000, respectively) subject to certain rate increases as discussed below.

The
term loan A is repayable in varying installments through its maturity in May 2004. At December 31, 2001, interest is based upon LIBOR plus 4.0% or the base rate (prime)
plus 3.0%, (6.56% and 10.06% and at December 31, 2001 and 2000, respectively) subject to certain rate increases as discussed below.

The
term loan B is repayable in varying installments through its maturity in November 2005. At December 31, 2001, interest is based upon LIBOR plus 4.5% or the base rate
(prime) plus 3.5% (7.06% and 10.88% at December 31, 2001 and 2000, respectively), subject to certain rate increases discussed below.

In
June 2001 Superior entered into an amendment to the Credit Agreement effective June 30, 2001. Such amendment (i) increased the interest rate on the revolving
credit facility and the term loan A and B by 0.25%, (ii) reduced operating performance levels required to meet certain financial covenants through December 31, 2002,
(iii) prohibited the payment of distributions on the 81/2% Trust Convertible Preferred Securities and restricted cash payment of interest on the Senior Subordinated Notes
beginning in November 2001 unless certain asset sales were consummated and (iv) required Superior to make an accelerated payment under its term loans A and B of $175 million in
the aggregate by July 1, 2002 from

F-23

---

the proceeds of an asset divestiture or other equity transaction. Refer to the December 2001 and March 2002 amendments below which further modified the Credit Agreement.

During
December 2001 Superior entered into another amendment to the Credit Agreement. Such amendment (i) further reduced operating performance levels required to meet
certain financial covenants through December 31, 2002; (ii) extended until January 3, 2003 the date for making an accelerated payment under its term loans A and B of
$175 million in the aggregate from the proceeds of an asset divestiture or other equity transaction; (iii) increased the rate of interest during 2002, under certain conditions and at
certain intervals, on the revolving credit facility and term loans A and B by an aggregate of 1%; (iv) reduced allowed annual capital expenditures and (v) restricted Superior's cash
payment of quarterly interest payments during 2002 on its Senior Subordinated Notes unless certain conditions are met, such conditions principally including achievement of certain levels of liquidity
available under its revolving credit facility as of the date such interest payments under the Senior Subordinated Notes are due and the completion of asset divestitures or achievement of certain
milestones towards completing asset divestitures. Up to two cash interest payments on the Senior Subordinated Notes are allowed to be made from proceeds of junior capital issuances of Superior.
Additionally, the Credit Agreement amendment provided that any proceeds from an asset sale pursuant to (ii) above exceeding $175 million shall first be
applied to the outstanding amounts of the revolving credit facility in excess of $169 million then to the term loans until paid in full, with any balance applied to the revolving credit
facility. If the revolving credit facility is paid down with excess proceeds from an asset sale, the total revolving loan commitment shall be reduced by 85% of such amount but at no point shall it be
reduced to an amount less than $50 million.

In
March 2002, Superior entered into an additional amendment to the Credit Agreement which (i) further reduced operating performance levels required to meet certain
financial covenants through December 31, 2002; (ii) deferred until January 31, 2003 term loan principal payments due March 31, 2002 amounting to $19.4 million and
(iii) eliminated the required $175 million accelerated term loan payment due on January 3, 2003.

In
2001, Superior initiated a process to effect a major asset divestiture which, if completed, would have allowed Superior to meet the then required $175 million prepayment under
the Credit Agreement. This divestiture process was discontinued in the fourth quarter of 2001 due to the impact on the financial markets and the operating results of the targeted business to be
divested of the events of September 11th and the general economic recessionary conditions. As a result of the March 2002 amendment to the Credit Agreement, which eliminated
the $175 million term loan repayment requirement, Superior will not be required to complete an asset divestiture during 2002. However, Superior will continue to consider asset divestitures as a
possible course of action for further deleveraging Superior's balance sheet based on economic conditions, financial market status and asset valuation levels. If Superior does complete an asset
divestiture, the cash proceeds from the sale are required to be used to pay down the amounts outstanding under the Credit Agreement.

In
order to maintain adequate liquidity during 2002 to continue to operate its business on a normal basis, Superior must generate sufficient cash flow to meet scheduled payments on its
term loans (which aggregate approximately $64 million for 2002), so as not to be in default under the Credit Agreement. While Superior's operating results and cash flow declined in 2001 and
operating results in 2002 may decline further, Superior believes, although there can be no certainty, that it will be able to meet all scheduled principal payments in 2002. Superior's operating
results must also be sufficient to meet the

F-24

---

revised financial covenants for 2002. Superior believes if it is not able to maintain compliance with these covenants, that modifications or waivers can successfully be obtained, although there is no
assurance of such. The Credit Agreement amendments also include more stringent financial covenants for the period ending March 31, 2003 which would likely result in Superior being in default at
such time, requiring Superior to seek a waiver or other modification. The December and March Credit Agreement amendments also require Superior to obtain a renewal or replacement of the accounts
receivable securitization facility (see Note 8) by June 11, 2002 or an event of default will occur under the Credit Agreement. Superior believes it will be able to renew or replace the
accounts receivable securitization facility by the required date, although there can be no certainty of such.

In
connection with the June and December 2001 amendments discussed above, Superior was charged aggregate bank amendment fees of $11.7 million, of which $2.3 million
was paid in cash and $9.4 million will be paid upon completion of a major asset divestiture, the occurrence of an event of default or at
maturity. In connection with the March 2002 amendment, Superior incurred bank fees of $5.5 million of which $4.0 million was paid in cash in March 2002 with the balance
payable upon a major asset divestiture, the occurrence of an event of default or at maturity.

All
the borrowings under the Credit Agreement are guaranteed by each of Superior's principle subsidiaries other than its Canadian and Israeli subsidiaries. The common stock of all such
guarantor subsidiaries of Superior and 65% of the common stock of its other foreign subsidiaries have been pledged to secure the guarantees. The obligations under the Credit Agreement are secured by
substantially all of the assets of Superior and its guarantor subsidiaries.

The
Credit Agreement contains certain restrictive covenants, including, among other things discussed herein, limitations on the amount of dividends Superior is allowed to pay on its
common stock and restrictions on additional indebtedness. At December 31, 2001, Superior was in compliance with all covenants.

As
previously mentioned and in accordance with the amendments to the Credit Agreement during 2001 and 2002, Superior is required to maintain compliance with certain financial covenants
on a monthly basis in 2002. These covenants include, among others, an interest coverage ratio, as defined and a fixed charge coverage ratio, as defined.



The Senior Subordinated Notes include a $120 million term note A and an $80 million term note B which are due in 2007. Interest at
December 31, 2001 was based on LIBOR plus 5% (7.50% and 11.81% at December 31, 2001 and 2000).

In
December 2001, Superior entered into an amendment to the agreement governing the Senior Subordinated Notes. Such amendment allows Superior in certain circumstances the option
to make three of the four quarterly interest payments due in 2002 in the form of payment-in-kind notes ("PIK notes") in lieu of cash interest payments. Alpine has provided a
funded cash commitment to Superior that will provide Superior sufficient cash to make one quarterly cash interest payment in 2002. If PIK notes are issued (in lieu of cash) for the
February 2002 interest payment, then the interest rate on the Senior Subordinated Notes will increase to LIBOR plus 9%. If PIK notes are issued (in lieu of cash) for the August and November
quarterly interest payments, then the interest rate on the Senior Subordinated Notes will increase to LIBOR plus 11% and LIBOR plus 12%, respectively.

F-25

---

Superior
was charged a fee for the subordinated note amendment of $3.0 million, which was paid in the form of a PIK note. All PIK notes are payable upon maturity of the Senior
Subordinated Notes in 2007.



In connection with the December 31, 1998 acquisition of the CvalimThe Electric Wire and Cable Company of Israel Ltd. ("Cvalim") assets,
Superior Israel entered into an $83.0 million credit facility consisting of a $53.0 million term loan ("Superior Israel term loan") and a $30.0 million revolving credit facility
("Superior Israel revolving credit facility"). Proceeds from these facilities were used to finance the acquisition of the Cvalim assets, pay related transaction expenses and provide for ongoing
working capital requirements. In October 1999, Superior Israel increased the amount available under the credit facility by $10.0 million, which increased the term loan availability to
$63.0 million. On December 31, 2001, the availability period to draw down the Superior Israel term loan expired.

The
Superior Israel term loan is repayable on December 31, 2008. Interest on the Superior Israel term loan is based upon LIBOR plus 1.0% or the average of the gross yield to
maturity of all the series of fixed rate bonds issued by the State of Israel, listed on the Tel-Aviv stock exchange and having a remaining maturity of 18-30 months, plus
1.3% or the lending bank's wholesale rate of interest for credits linked to the Israeli consumer price index plus 0.7%. The Superior Israel term loan rate was 6.34% at December 31, 2001.
Interest on the Superior Israel revolving credit facility outstanding balance is based upon either LIBOR plus 0.5%, the lending bank's prime rate minus 1.0%, or a rate to be agreed upon by the
parties. The revolving credit facility terminates on December 31, 2003. Obligations under these facilities are secured by assets of Superior Israel. At December 31, 2001 and 2000,
Superior Israel was not in compliance with certain financial covenants and has classified the $18.2 million and $25.4 million, respectively, outstanding under the revolving credit
facility as current in the December 31, 2001 and 2000 balance sheet.

Superior
Israel had $9.6 million and $11.7 million outstanding under additional revolving credit facilities at December 31, 2001 and 2000, respectively. The
obligations are secured by assets of Superior Israel.



Superior Israel has granted long-term loans to one of its principal customers as required by the terms of the contracts with the customer related to
the sale of products to the customer. These customer loans are repayable to Superior Israel over periods of 10.5 to 11.0 years and include interest at a rate of LIBOR plus 0.475% to LIBOR plus
1.0%. Superior Israel's obligation to issue such customer loans expired on December 31, 2001. Such customer loans are reflected as notes receivable and $63.6 million and
$53.7 million in such notes receivable are included in other assets in the accompanying consolidated balance sheets at December 31, 2001 and 2000, respectively. Superior Israel financed
these customer loans
with bank borrowings in amounts equivalent to and with terms similar to the customer loans. Such bank borrowings are secured by the customer notes receivable held by Superior Israel. At
December 31, 2001 and 2000, $63.6 million and $53.7 million, respectively, in bank borrowings related to such customer loans was outstanding.

F-26

---



Other debt includes debt associated with lease finance obligations of $13.9 million and other miscellaneous items. The lease finance obligations have cross
default provisions associated with other debt of Superior, including debt under the Credit Agreement.



The 12.25% Senior Secured Notes are due 2003 (see Note 24) and pay interest semiannually on January 15 and July 15 of each year. The Senior
Notes were issued at a price of 91.74% and the discount is being added to the recorded amount through maturity utilizing the effective interest method.



In November 1999, Alpine entered into a $100.0 million revolving credit facility (the "Alpine Revolving Credit Facility") replacing the existing
$50.0 million senior secured credit agreement (the "Alpine Senior Secured Facility") comprised of a $40.0 million revolving credit facility and a $10.0 million senior secured term
loan. Borrowings under the Alpine Revolving Credit Facility were for ongoing working capital and corporate needs of Alpine, and were secured by Alpine's holdings in Cookson common stock and Superior
common stock. Under the Alpine Revolving Credit Facility, the proceeds from the sale of Cookson stock were to be used for repayment of the Alpine Revolving Credit Facility and payment of related
income taxes. Interest on the Alpine Revolving Credit Facility was based upon LIBOR plus 2.5%
or the base rate (prime) plus 1.5%, and was 9.31% and 9.06% at December 31, 2000 and 1999, respectively. All amounts outstanding on the Alpine Revolving Credit Facility were paid in
November 2001 and such facility has been terminated.



Other debt includes approximately $22 million of loans payable in pound sterling associated with the Cookson collar agreements discussed in Notes 15
and 24.



During the year ended December 31, 2001, the Company recognized an extraordinary charge on the early extinguishment of debt of $1.4 million (net of
income taxes of $0.9 million), or $0.10 per diluted share.

During
the eight months ended December 31, 1999, the Company recognized an extraordinary charge on the early extinguishment of debt of $1.0 million (net of income taxes of
$0.6 million), or $0.06 per diluted share.

During
fiscal 1999, the Company recognized an extraordinary charge on the early extinguishment of debt of $0.6 million, or $0.04 per diluted share, associated with the amendment
and restatement of Superior's credit facilities.

F-27

---



10.    Earnings per share

The computation of basic and diluted earnings per share for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999,
and fiscal 1999 is as follows:

|                                                                                         |  | Year Ended
December 31, 2001 |         | Year Ended
December 31, 2000 |       
|---------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | ---------------------------- | ------
|
|
|Loss attributable to common stock from continuing operations before extraordinary (loss) |  | $                            | (35,479 | )                            |       
|Less: preferred stock dividends                                                          |  |                              | (38     | )                            |       
|                                                                                         |  |                              |         |                              |       
|Basic loss per common share from continuing operations before extraordinary (loss)       |  |                              | (35,517 | )                            | 14,629
|                                                                                         |  |                              |         |                              |       
|Dilution in subsidiary earnings from subsidiary stock options                            |  |                              | (97     | )                            |      
|                                                                                         |  |                              |         |                              |       
|Diluted loss per share from continuing operations before extraordinary (loss)            |  | $                            | (35,614 | )                            | 14,629
|                                                                                         |  |                              |         |                              |       

|                                                                                           |  | Eight Months Ended
December 31, 1999 |        | Year Ended
April 30, 1999
|------------------------------------------------------------------------------------------ |  | ------------------------------------ | ------ | -------------------------
|
|
|Income attributable to common stock from continuing operations before extraordinary (loss) |  | $                                    | 12,007 |                          
|Less: preferred stock dividends                                                            |  |                                      | (26    | )                        
|                                                                                           |  |                                      |        |                          
|Basic earnings per common share from continuing operations before extraordinary (loss)     |  |                                      | 11,981 |                          
|                                                                                           |  |                                      |        |                          
|Dilutive impact of stock options, warrants and grants                                      |  |                                      |       |                          
|Dilution in subsidiary earnings from subsidiary stock options                              |  |                                      | (852   | )                        
|Assumed conversion of preferred stock                                                      |  |                                      | 26     |                          
|                                                                                           |  |                                      |        |                          
|Diluted earnings per share from continuing operations before extraordinary (loss)          |  | $                                    | 11,155 |                          
|                                                                                           |  |                                      |        |                          

The
Company has excluded the conversion of Superior's Trust Convertible Preferred Securities from the Company's earnings per share calculation as the impact would be
anti-dilutive.

11.    Stock based compensation plans

The Company sponsors the Employee Stock Purchase Plan ("ESPP") which allows eligible employees the right to purchase common stock of the Company on a quarterly
basis at the lower of 85% of the common stock's fair market value on the last day of the preceding calendar quarter or on

F-28

---

the last day of the current calendar quarter. There are 500,000 shares of common stock reserved under the ESPP, of which 152,657 shares, 65,801 shares, 43,318 shares and 53,389 shares were purchased
by employees during the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999, respectively. As of December 31, 2001, there were
approximately 121,711 shares available for grant under the ESPP.

Alpine
has two long-term equity incentive plans: the 1987 Long-Term Equity Incentive Plan (the "1987 Plan") and the 1997 Stock Option Plan (the "1997 Plan"). No
further options may be granted under the 1987 Plan. The 1997 Plan has 1,500,000 shares of common stock reserved for issuance. There were 363,153 shares of common stock available for issuance under the
1997 Plan for granting of options at December 31, 2001. Participation in the 1997 Plan is generally limited to key employees and consultants of Alpine and its subsidiaries. The 1997 Plan
provides for the granting of incentive and non-qualified stock options and stock appreciation rights. Under the 1997 Plan, options cannot be exercised after ten years from the date of
grant. During the years ended December 31, 2000 and the eight months ended December 31, 1999, the Company granted non-qualified stock options to purchase 425,000 shares, and
595,000 shares, respectively, of the Company's common stock under individual option agreements to certain key management employees, exercisable at the fair market value of the common stock on the date
of grant. Any shares issued upon exercise of these options will be issued from the Company's treasury stock. In March 1999, the Company adopted the 1999 Stock Option Reload Program under the
1997 Plan, which enabled certain key management employees to receive a new reload stock option equal to the total shares tendered by the employee to the Company by December 31, 1999 in order to
pay the exercise price and related taxes on the exercise of certain vested stock options. The reload stock option is priced at the fair market value of the common stock on the exercise date.

In
addition, during the year ended December 31, 2000 and the eight months ended December 31, 1999, the Company granted certain key management employees
non-qualified stock options to purchase 177,000 and 243,000 shares, respectively, of the common stock of PolyVision and 86,000 and 76,200 shares respectively, of the common stock of
Superior. During 2001, the Company sold its investment in PolyVision (see Note 6) and accordingly, the PolyVision options were forfeited by the employees. Any shares issued upon exercise of the
options in the common stock of Superior will be made available only from shares of the common stock of Superior owned by the Company.

The
Company also adopted the Stock Compensation Plan for Non-Employee Directors (the "Stock Plan") in January 1999. Under the Stock Plan, each non-employee
director of the Company automatically receives 50% of the annual retainer in either restricted common stock or non-qualified stock options, as elected by the director. In addition, each
non-employee director may also elect to receive all or a portion of the remaining amount of the annual retainer and any meeting fees in the form of restricted stock or stock options in
lieu of cash payment. Any shares issued pursuant to the Stock Plan will be issued from the Company's treasury stock.

Alpine
also has a Restricted Stock Plan under which a maximum of 600,000 shares of Alpine common stock have been reserved for issuance. At December 31, 2001, there are 82,386
shares available for issuance. During the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999, noncash compensation expense of
$0.1 million, $0.2 million, $0.3 million and $0.6 million, respectively, was recorded representing the amortization, over the

F-29

---

applicable vesting period, of the fair market value of common stock issued under the Restricted Stock Plan.

The
Company sponsors unfunded deferred compensation plans whereby certain key management employees are permitted to defer the receipt of all, or a portion of, their salary or bonus and
shares issued upon stock option exercises, as defined by the plans. The plans also provide for matching contributions by the Company in various percentages upon shares of common stock deferred
therein. Shares issued pursuant to the deferred stock component of these plans are held in irrevocable grantor trusts. At December 31, 2001, 0.8 million shares of the Company's common
stock issued upon stock option exercises have been deferred and are included in the grantor trusts. These shares and the corresponding liability are classified as components of treasury stock and
additional paid-in capital, respectively, in the consolidated balance sheets.

Total
compensation expense related to all stock based compensation plans for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal
1999 was $4.2 million, $3.7 million, $1.3 million and $0.9 million, respectively.

The
Company continues to account for its stock-based compensation plans (including options issued under the plans) using the intrinsic value method prescribed by APB Opinion
No. 25, under which no compensation cost for stock options is recognized for stock option awards granted to employees or directors at an exercise price at or above the common stock's fair
value. Application of the provisions of APB No. 25 resulted in no charge to earnings for options for the years ended December 31, 2001 and 2000 and during the eight months ended
December 31, 1999, and a charge to earnings of $0.4 million in fiscal 1999, for certain performance-based stock options granted in prior years. However, had compensation expense been
determined based on the fair value of the stock option award at the grant date as prescribed by SFAS No. 123, Alpine's net income, net income applicable to common stock, basic net income per
share of common stock and diluted net income per share of common stock for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999 would
approximate the pro forma amounts below:

|                                           |  | Year Ended
December 31, 2001 |         | Year Ended
December 31, 2000 |  
|------------------------------------------ |  | ---------------------------- | ------- | ---------------------------- | -
|
|
|Net loss                                   |  | $                            | (30,984 | )                            | $
|Net loss applicable to common stock        |  |                              | (31,022 | )                            |  
|Net loss per basic share of common stock   |  |                              | (2.12   | )                            |  
|Net loss per diluted share of common stock |  |                              | (2.13   | )                            |  

|                                             |  | Eight Months Ended
December 31, 1999 |        | Year Ended
April 30, 1999
|-------------------------------------------- |  | ------------------------------------ | ------ | -------------------------
|
|
|Net income                                   |  | $                                    | 46,386 |                          
|Net income applicable to common stock        |  |                                      | 46,360 |                          
|Net income per basic share of common stock   |  |                                      | 3.13   |                          
|Net income per diluted share of common stock |  |                                      | 2.79   |                          

F-30

---

The
effects of applying SFAS No. 123 in the pro forma disclosure are not necessarily indicative of future amounts, since the estimated fair value of stock options is amortized to
expense over the vesting period and additional options may be granted in future years. The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999, respectively: dividend yield of
0% for each year; expected volatility of 79%, 77%, 55% and 44%; risk-free interest rate of 4.16%, 5.11%, 6.30% and 4.92%; and expected life of four years for all periods. The weighted
average per share fair value of options granted (using the Black-Scholes option-pricing model) for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999
and fiscal 1999 was $1.21, $5.11, $5.16 and $6.29, respectively.

The
Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.
Because the Company's employee and consultant stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can
materially affect the fair value estimates, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The
following table summarizes stock option activity for fiscal 1999, the eight months ended December 31, 1999 and the years ended December 31, 2000 and 2001.

Shares
Outstanding

Weighted-
Average Exercise
PriceOutstanding at April 30, 1998

2,840,025

$
5.93Exercised

(111,741
)

4.15Canceled

(32,545
)

15.34Granted

1,452,714


16.07Outstanding at April 30, 1999

4,148,453


9.38Exercised

(1,475,575
)

4.88Canceled

(319,007
)

18.57Granted

584,525


13.20Outstanding at December 31, 1999

2,938,396

$
11.40Exercised

(18,500
)

5.05Canceled

(23,919
)

14.51Granted

496,729


8.53Outstanding at December 31, 2000

3,392,706


11.01Exercised




Canceled

(118,214
)

9.95Granted

101,354


1.70Outstanding at December 31, 2001

3,375,846

$
10.76


F-31

---

Information
with respect to stock-based compensation plan stock options outstanding and exercisable at December 31, 2001 is as follows:

|                |  | Options Outstanding |  |      |  |  
|--------------- |  | ------------------- |  | ---- |  | -
|
|
|
|$0.88 - $1.13   |  | 14,838              |  | 9.56 |  | $
|$1.70 - $2.05   |  | 94,104              |  | 9.21 |  |  
|$3.44 - $5.13   |  | 472,604             |  | 4.15 |  |  
|$5.57 - $8.13   |  | 579,329             |  | 3.86 |  |  
|$8.75 - $12.88  |  | 1,527,056           |  | 6.64 |  |  
|$13.69 - $20.50 |  | 170,315             |  | 7.03 |  |  
|$20.81          |  | 517,600             |  | 6.54 |  |  
|                |  |                     |  |      |  |  
|                |  | 3,375,846           |  | 5.90 |  | $
|                |  |                     |  |      |  |  

12.    Employee benefits

Superior provides for postretirement employee health care and life insurance benefits for a limited number of its employees. Superior established a maximum amount
it will pay per employee for such
benefits; therefore, health care cost trends do not affect the calculation of the postretirement benefit obligation or its net periodic benefit cost.

The
Company sponsors several defined benefit pension plans and unfunded supplemental executive retirement plans (the "SERP"). The SERP provides retirement benefits based on the same
formula as in effect under a certain salaried employees' plan, but only takes into account compensation in excess of amounts that can be recognized under the salaried employees plan. The defined
benefit pension plans and the SERP generally provide for payment of benefits, commencing at retirement (between the ages of 55 and 65), based on the employee's length of service and earnings. Assets
of the plans consist principally of cash and cash equivalents, short-term investments, equities and fixed income instruments. During 2001, the Company terminated benefits for certain
employees resulting in a curtailment loss of $2.5 million and a settlement loss of $2.5 million.

During
the fourth quarter ended December 31, 2000 and effective as of January 1, 2000, the Company changed its method of amortizing unrecognized actuarial gains and losses
in computing annual pension cost for certain plans. Unrecognized actuarial gains and losses exceeding ten percent of the greater of the projected benefit obligation or the market value of plan assets
are amortized over five years. Under the previous method, all unrecognized gains and losses exceeding the ten percent corridor were amortized over the average remaining service life of active
employees. Amortizing these amounts over five years results in more timely recognition of significant actuarial gains and losses in annual pension cost. This change resulted in net income for the year
ended December 31, 2000 being $0.5 million or $0.03 per diluted share greater than net income under the previous method. The impact related to prior quarters of the year was not
material.

F-32

---



12.    Employee benefits (Continued)

The change in the projected benefit obligation, the change in plan assets and the funded status of the defined benefit pension plans and the postretirement health
care benefit plans for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999 are presented below, along with amounts recognized in the
respective consolidated balance sheets:

|                                                                  |  | Defined Benefit
Pension Plans |         | Postretirement
Health Care Benefits |  
|----------------------------------------------------------------- |  | ----------------------------- | ------- | ----------------------------------- | -
|
|
|Change in benefit obligation:                                     |  |                               |         |                                     |  
|Benefit obligation at Beginning of year                           |  | $                             | 109,822 |                                     | $
|Service cost                                                      |  |                               | 3,549   |                                     |  
|Interest cost                                                     |  |                               | 7,547   |                                     |  
|Amendments                                                        |  |                               | 1,403   |                                     |  
|Actuarial (gain) loss                                             |  |                               | 2,622   |                                     |  
|Impact of foreign currency exchange                               |  |                               | (347    | )                                   |  
|Benefits paid                                                     |  |                               | (3,567  | )                                   |  
|                                                                  |  |                               |         |                                     |  
|Benefit obligation at end of year                                 |  | $                             | 121,029 |                                     | $
|                                                                  |  |                               |         |                                     |  
|Change in plan assets:                                            |  |                               |         |                                     |  
|Fair value of plan assets at beginning of year                    |  | $                             | 93,961  |                                     | $
|Actual return on plan assets                                      |  |                               | (3,422  | )                                   |  
|Employer contribution                                             |  |                               | 3,263   |                                     |  
|Impact of foreign currency exchange                               |  |                               | (263    | )                                   |  
|Benefits paid                                                     |  |                               | (3,567  | )                                   |  
|                                                                  |  |                               |         |                                     |  
|Fair value of plan assets at end of year                          |  | $                             | 89,972  |                                     | $
|                                                                  |  |                               |         |                                     |  
|Funded status                                                     |  | $                             | (31,057 | )                                   | $
|Unrecognized actuarial (gain) loss                                |  |                               | 2,192   |                                     |  
|Unrecognized prior service cost                                   |  |                               | 1,354   |                                     |  
|                                                                  |  |                               |         |                                     |  
|Accrued benefit cost                                              |  | $                             | (27,511 | )                                   | $
|                                                                  |  |                               |         |                                     |  
|Amounts recognized in the consolidated balance sheets consist of: |  |                               |         |                                     |  
|Prepaid benefit cost                                              |  | $                             | 644     |                                     | $
|Accrued benefit liability.                                        |  |                               | (28,155 | )                                   |  
|Additional minimum liability                                      |  |                               | (4,278  | )                                   |  
|Intangible asset                                                  |  |                               | 988     |                                     |  
|Accumulated other comprehensive income                            |  |                               | 3,290   |                                     |  
|                                                                  |  |                               |         |                                     |  
|Accrued benefit cost                                              |  | $                             | (27,511 | )                                   | $
|                                                                  |  |                               |         |                                     |  

The
aggregate projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets
were $41.1 million, $40.2 million and $22.0 million, respectively, as of December 31, 2001.

F-33

---



The components of net periodic benefit cost of the defined benefit pension plans and the post retirement healthcare benefit plans during the years ended December 31, 2001 and 2000, the eight
months ended December 31, 1999 and fiscal 1999 are presented below:

|                                         |  | Defined Benefit Pension Plans |        | Postretirement Health Care Benefits
|---------------------------------------- |  | ----------------------------- | ------ | -----------------------------------
|
|
|Components of net periodic benefit cost: |  |                               |        |                                    
|Service cost                             |  | $                             | 3,549  |                                    
|Interest cost                            |  |                               | 7,547  |                                    
|Expected return on plan assets           |  |                               | (8,378 | )                                  
|Amortization of prior service cost       |  |                               | 167    |                                    
|Actuarial (gain) loss                    |  |                               | (1,681 | )                                  
|Curtailment loss                         |  |                               | 2,475  |                                    
|Settlement loss                          |  |                               | 2,541  |                                    
|                                         |  |                               |        |                                    
|Net periodic benefit cost                |  | $                             | 6,220  |                                    
|                                         |  |                               |        |                                    

The actuarial present value of the projected pension benefit obligation and the postretirement health care benefits obligation at
December 31, 2001, 2000 and 1999, and April 30, 1999 were determined based upon the following assumptions:

|                                |  | Defined Benefit Pension Plans |   | Postretirement Health Care Benefits |  
|------------------------------- |  | ----------------------------- | - | ----------------------------------- | -
|
|Discount rate                   |  | 7.25                          | % | 7.5                                 | %
|Expected return on plan assets  |  | 9.0                           | % | 9.0                                 | %
|Increase in future compensation |  | 4.5                           | % | 4.5                                 | %

The Company and its subsidiaries sponsor several defined contribution plans covering substantially all U.S. and Israeli employees. The plans
provide for limited company matching of participants' contributions. The Company's contributions during the years ended December 31, 2001 and 2000, the eight months ended December 31,
1999 and fiscal 1999 were $4.8 million, $5.4 million, $2.7 million and $3.2 million, respectively.

F-34

---

13.    Income taxes

The provision (benefit) for income taxes for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999 is
comprised of the following:

|          |                                    | Year Ended |   |         |   |   |       
|--------- | ---------------------------------- | ---------- | - | ------- | - | - | ------
|
|
|
|Current:  |                                    |            |   |         |   |   |       
|          | Federal                            |            | $ | (8,342  | ) | $ | 8,853 
|          | State                              |            |   | 372     |   |   | (881  
|          | Foreign                            |            |   | 3,694   |   |   | 541   
|          |                                    |            |   |         |   |   |       
|          | Total current                      |            |   | (4,276  | ) |   | 8,513 
|          |                                    |            |   |         |   |   |       
|Deferred: |                                    |            |   |         |   |   |       
|          | Federal                            |            |   | (13,125 | ) |   | (3,713
|          | State                              |            |   | (2,238  | ) |   | (919  
|          | Foreign                            |            |   | (1,799  | ) |   | (2,762
|          |                                    |            |   |         |   |   |       
|          | Total deferred                     |            |   | (17,162 | ) |   | (7,394
|          |                                    |            |   |         |   |   |       
|          | Total income tax (benefit) expense |            | $ | (21,438 | ) | $ | 1,119 
|          |                                    |            |   |         |   |   |       

The provision (benefit) for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 35% for the years ended
December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999 because of the effect of the following items:

|                                                                                   |  | Year Ended |         |   |   |        |  
|---------------------------------------------------------------------------------- |  | ---------- | ------- | - | - | ------ | -
|
|
|
|Continuing operations:                                                             |  |            |         |   |   |        |  
|Expected income tax expense (benefit) at U.S. federal statutory tax rate           |  | $          | (20,691 | ) | $ | (993   | )
|State income taxes, net of U.S. federal income tax benefit                         |  |            | (1,996  | ) |   | (1,126 | )
|Taxes on foreign income at rates which differ from the U.S. federal statutory rate |  |            | 1,897   |   |   | 1,315  |  
|Distributions on preferred securities of subsidiary trust                          |  |            | (5,377  | ) |   | (5,300 | )
|Nondeductible goodwill amortization                                                |  |            | 7,113   |   |   | 7,099  |  
|Change in valuation allowance                                                      |  |            | 1,513   |   |   |       |  
|Change in reserves                                                                 |  |            | 1,551   |   |   | (1,500 | )
|Permanent difference related to an investment                                      |  |            | (5,814  | ) |   |       |  
|Other, net                                                                         |  |            | 1,230   |   |   | 1,624  |  
|                                                                                   |  |            |         |   |   |        |  
|Provision for income taxes from continuing operations                              |  |            | (20,574 | ) |   | 1,119  |  
|Taxes on extraordinary loss                                                        |  |            | (864    | ) |   |       |  
|                                                                                   |  |            |         |   |   |        |  
|Total income tax (benefit) expense                                                 |  | $          | (21,438 | ) | $ | 1,119  |  
|                                                                                   |  |            |         |   |   |        |  

F-35

---



Income from continuing operations before income taxes, distributions on preferred securities of subsidiary trust, minority interest, equity in earnings of affiliate and extraordinary loss attributable
to domestic and foreign operations for the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999 was as follows:

|                                                                                                                                       |  | Year Ended |         |   |   |       
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | ------- | - | - | ------
|
|
|
|United States                                                                                                                          |  | $          | (60,057 | ) | $ | 6,501 
|Foreign                                                                                                                                |  |            | 940     |   |   | (9,339
|                                                                                                                                       |  |            |         |   |   |       
|Income (loss) before income taxes, distributions on preferred securities of Superior Trust I, minority interest and extraordinary loss |  | $          | (59,117 | ) | $ | (2,838
|                                                                                                                                       |  |            |         |   |   |       

Items
that result in deferred tax assets and liabilities and the related valuation allowance at December 31, 2001 and 2000 are as follows:

December 31,
2001

December 31,
2000(in thousands)Deferred tax assets:Sale/leaseback

$
1,875

$
1,875Accruals not currently deductible for tax


13,676


13,752Pension and postretirement benefits


9,523


11,541Compensation expense related to unexercised stock options and stock grants


2,377


2,491Net operating loss carryforwards


25,903


20,704Alternative minimum tax credit carryforwards


500


500Other


3,940


1,814Total deferred tax assets


57,794


52,677Less valuation allowance


8,108


6,595Net deferred tax assets


49,686


46,082Deferred tax liabilities:Depreciation


98,193


110,658Inventory


12,511


11,536Long-term investments


2,919


6,180Other


15,645


18,122Total deferred tax liabilities


129,268


146,496Net deferred tax liability

$
79,582

$
100,414


At
December 31, 2001, Alpine had significant state operating loss carryforwards that can be used to offset future taxable income. The net operating loss carryforwards expire
beginning in 2005 through 2020. Availability of the net operating loss carryforwards might be challenged upon taxing authorities'

F-36

---

examinations of the related tax returns, which could affect the availability of such carryforwards. Alpine believes, however, that any challenges that would limit the utilization of net operating
loss carryforwards would not have a material adverse effect on Alpine's financial position.

Various
tax examinations are currently in process, but in the opinion of management, any related adjustments will not have a material effect on the financial statements.

The
Company provides taxes on undistributed earnings of certain domestic subsidiaries and investments based on anticipated taxable distributions. U.S. income taxes have not been provided
for undistributed earnings of certain foreign subsidiaries whose earnings are considered to be indefinitely reinvested. If distributed, the Company would be subject to both U.S. income tax and
withholding taxes payable to various foreign countries.

14.    Restructuring and infrequent and unusual charges

During the year ended December 31, 2001, the Company recorded infrequent and unusual charges of $10.7 million, which included (i) a
$3.1 million charge related to professional and legal fees incurred for Superior's corporate debt restructurings, (ii) a $2.3 million charge relating to operational restructuring
activities at Superior Israel and (iii) a $5.4 million charge at Alpine related principally to the recognition of certain unfunded prior year retirement plan obligations upon termination
of benefits for certain employees.

During
the year ended December 31, 2000, the Company recorded infrequent and unusual charges of $15.0 million, which included (i) a $3.8 million charge
related to operational restructuring activities at Superior Israel; (ii) $8.6 million in charges primarily associated with the rationalization of certain Essex manufacturing facilities,
and (iii) $2.6 million of start-up costs for Superior's Torreon, Mexico magnet wire facility.

During
the eight months ended December 31, 1999, the Company recorded infrequent and unusual charges of $4.7 million, which included (i) a $1.3 million charge
related to restructuring activities at Superior Israel, (ii) $2.1 million in charges primarily associated with the rationalization of certain Essex manufacturing facilities,
(iii) $0.9 million in charges associated with the evaluation and termination of a management information system project at Essex and (iv) $0.4 million of
start-up costs for Superior's Torreon, Mexico magnet wire facility.

During
fiscal 1999, the Company recorded infrequent and unusual charges of $7.3 million consisting of a $2.9 million restructuring charge recorded by Superior Israel
relating to planned manufacturing plant consolidations and overhead rationalization associated with the acquisition of Cvalim and $4.4 million in charges primarily associated with the
evaluation and termination of a management information system project at Essex.



Since the completion of the acquisition of Essex, the Company has been involved in the consolidation and integration of manufacturing, corporate and distribution
functions of Essex into Superior. As a result, the Company accrued as part of the Essex Acquisition purchase price a $35.9 million provision, which included $17.9 million of employee
termination and relocation cost, $12.1 million of facility consolidation cost, $3.0 million of management information system project termination costs, and $2.9 million of other
exit costs. During 2001, the Company revised its estimate

F-37

---

and, as a result, decreased the provision for other exit costs by $0.1 million which was reflected as income in the statement of operations. As of December 31, 2001,
$17.8 million, $11.7 million, $3.0 million and $2.7 million have been incurred and paid related to employee termination and relocation costs, facility consolidation costs,
management information system project costs and other exit costs, respectively. The provision for employee termination and relocation costs was primarily associated with selling, general and
administrative functions within Essex. The provisions for facility consolidation costs included both manufacturing and distribution facility rationalization and the related costs associated with
employee severance. The restructuring resulted in the severance of approximately 1,100 employees. All significant aspects of the plan are complete.

During
fiscal 1999, the Company also wrote off $10.4 million of previously capitalized costs related to a discontinued management information system project at Essex. During the
eight months ended December 31, 1999, under purchase accounting, the Company adjusted the carrying value of certain fixed assets by $17.3 million to reflect their net realizable value.
These adjustments have been reflected as increases to goodwill.



On December 31, 1998, Superior Israel purchased Cvalim. Included in the allocated purchase price was a $3.5 million provision for the restructuring
of Cvalim's manufacturing and corporate functions. The provisions included $2.6 million of employee termination and severance costs and $0.9 million of other miscellaneous costs. During
fiscal 1999, Superior Israel recorded a $2.9 million restructuring charge, which included a provision for the consolidation of seven manufacturing facilities into five and two headquarters
facilities into one. All aspects of the restructuring plan have been completed. As of December 31, 2000, approximately $5.5 million has been incurred and paid related to employee
termination and severance costs and $0.9 million has been incurred and paid related to other miscellaneous costs. The provision for employee termination and severance costs was primarily
associated with manufacturing, selling, general and administrative functions within Cvalim, and approximately 146 positions have been eliminated.

During
the eight months ended December 31, 1999, Superior Israel recorded a $1.3 million restructuring charge, which included a provision for the consolidation of
manufacturing facilities. The restructuring actions resulted in the elimination of approximately 30 positions, most of which were manufacturing related employees. All aspects of the restructuring plan
are complete.

During
2000, Superior Israel recorded a $3.8 million restructuring charge, which included a provision for further consolidation of manufacturing facilities. As of
December 31, 2001, $3.8 million has been incurred and paid. The restructuring actions resulted in the elimination of approximately 123 positions, most of which were manufacturing related
employees. During the year ended December 31, 2001, Superior Israel recorded a $2.3 million restructuring charge for additional exit costs associated with the restructuring. All
significant aspects of the restructuring plan are complete.

15.    Derivative financial instruments and fair value information

The Company, to a limited extent, uses forward fixed price contracts and derivative financial instruments to manage foreign currency exchange, commodity price
risks and investment market price risks. The Company is exposed to credit risk in the event of nonperformance by counter parties for foreign exchange forward contracts, metal forward price contracts,
metals futures contracts and interest

F-38

---

rate contracts but the Company does not anticipate nonperformance by any of these counter parties. The amount of such exposure is generally limited to the unrealized gains within the underlying
contracts.



The Company engages in the sale and purchase of goods and services which periodically require payment or receipt of amounts denominated in foreign currencies. To
protect the Company's related anticipated cash flows from the risk of adverse foreign currency exchange fluctuations for firm sales and purchase commitments, the Company enters into foreign currency
forward exchange contracts. At December 31, 2001, the Company had no forward exchange sales contracts, but did have $8.3 million of purchase contracts whose fair value approximated the
contract amount. The Company uses foreign currency forward contracts to hedge certain receivables and payables on the Company's balance sheet that are denominated in foreign currencies other than the
functional currency. These forward contracts are classified as non-designated derivative instruments and are stated at fair value with any gain or loss being recorded immediately in
earnings. The underlying receivable or payable is also recorded at fair value resulting in gains or losses that substantially offset the effects of the forward contracts.



The cost of copper, the Company's most significant raw material, has been subject to considerable volatility over the past several years. So that the Company may
manage the matching of the copper component of customer product pricing with the copper cost component of the inventory shipped, the Company enters into futures contracts as qualifying hedges. At
December 31, 2001, the Company had sales contracts for 15.4 million copper pounds, or $10.1 million, with an estimated fair value of $10.8 million. At December 31,
2001, the Company had purchase contracts for 16.7 million copper pounds whose contracts approximated fair value. Changes in the fair value of these contracts are recorded in the consolidated
statement of operations in the same line item as the underlying exposure being hedged with any ineffective portion of a financial instrument hedge immediately recognized in earnings.

In
order to hedge the risk associated with the anticipated future liquidation of a LIFO layer created during 2001, the Company entered into certain future contracts that were classified
as cash flow hedges. During the second quarter of 2001, the Company determined that the hedge was no longer effective, as the LIFO layer was deemed to be permanent in nature. On July 1, 2001,
the Company removed the hedge designation for certain LIFO inventory hedge contracts and settled such contracts in September. As a result, the Company recorded $1.1 milion as a reduction in inventory
carrying value and a $0.5 million gain related to changes in the fair market value of these contracts subsequent to the removal of the hedge designation. The Company has no LIFO layer hedges
outstanding at December 31, 2001. The net impact of hedge ineffectiveness for the year ended December 31, 2001 was immaterial.



During 2001, the Company entered into certain forward sale derivative transactions related to 10.5 million ordinary shares of Cookson. Under these
arrangements, the Company has executed "collar" agreements, protecting the Company against future declines in Cookson share price while

F-39

---

limiting the Company's participation in Cookson share value appreciation beyond certain threshold levels. These hedges are classified as cash flow hedges and the changes in fair value are reflected
as a component of other comprehensive income and offset a portion of the loss on the value of the underlying investment. These arrangements allow borrowings by the Company against minimum threshold
share value levels. Proceeds from such borrowings amounted to approximately $20.7 million at December 31, 2001 and are expected to be self-liquidating from sale proceeds of
the underlying Cookson shares (and proceeds from the derivative instrument, to the extent Cookson share price has declined below threshold levels) upon expiration of the "collar" agreements in 2003.
During December 2001, the Company entered into discussions for a negotiated settlement and termination of the collar agreements, including the intention to sell the underlying Cookson shares
prior to the expiration of the collar agreements. Therefore, in accordance with SFAS No. 133, the Company reclassified $6.0 million of unrealized gains previously recorded in accumulated
other comprehensive income into the statements of operations. (see Notes 9 and 24).

In
2001, Mastin, a wholly-owned subsidiary of the Company, entered into certain interest rate derivative transactions structured for the Company to benefit from changes in
long-term interest rates should such changes occur within specified ranges. These investments are classified as non-designated derivatives and therefore all changes in the fair values of
these investments are recorded in income immediately. During 2001, certain of these interest rate derivatives expired resulting in realized gains that were more than offset by unrealized losses. The
net impact to the Company of these interest rate derivative transactions was a $1.2 million loss recorded in the statements of operations in 2001. The fair value of these outstanding interest
rate derivatives was not material at December 31, 2001.

16.    Commitments and contingencies

Total rent expense under cancelable and noncancelable operating leases was $13.2 million, $14.2 million, $8.5 million and $8.0 million
during the years ended December 31, 2001 and 2000, the eight months ended December 31, 1999 and fiscal 1999, respectively.

At
December 31, 2001, future minimum lease payments under noncancelable operating leases are as follows:

Year

Amount(in thousands)2002

$
10,8402003


10,3322004


9,3992005


8,4852006


7,035Thereafter


10,255$
56,346


Approximately
38% of the Company's total labor force is covered by collective bargaining agreements. Contracts covering approximately 14% of the Company's unionized work force are due to
expire at various times in 2002. The Company considers relations with its employees to be satisfactory.

The
Company is subject to lawsuits incidental to its business. In the opinion of management, based on its examination of such matters and discussions with counsel, the ultimate
resolution of all pending or threatened litigation, claims and assessments will have no material adverse effect upon Alpine's consolidated financial position, liquidity or results of operations.

F-40

---



In connection with Essex's 1988 acquisition of Essex Group, Inc., United Technologies Corporation ("UTC"), Essex's former parent, has indemnified Essex
against all losses resulting from or in connection with damage or pollution to the environment and arising from events, operations or activities of Essex prior to February 29, 1988, or from
conditions or circumstances existing at February 29, 1988, known to UTC prior to February 29, 1988. The sites covered by the indemnity are handled directly by UTC and all payments
required to be made are paid directly by UTC. UTC also provided an additional environmental indemnity which deals with liabilities related to environmental events, conditions or circumstances existing
at or prior to February 29, 1988, which became known prior to February 28, 1993. As to such liabilities, the Company is responsible for the first $4.0 million incurred. The
Company accrues for these costs when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Essex
has been named as a defendant in a number of product liability lawsuits brought by electricians and other skilled tradesmen claiming injury from exposure to asbestos found in
electrical wire products produced many years ago. Litigation against various past insurers of Essex who had previously refused to defend and indemnify Essex against these lawsuits was settled during
1999. Pursuant to the settlement, Essex was reimbursed for substantially all of its costs and expenses incurred in defense of these lawsuits, and the insurers have undertaken and are currently
defending and, if it should become necessary, indemnifying Essex against such asbestos lawsuits, subject to the terms and limits of their respective policies.

During
2001, the Company was sued by a former executive claiming the Company breached his employment agreement, withheld monies due him in connection with his employment and
discriminated against him on account of his disability and age. The former employee is seeking damages exceeding $10 million. The Company believes it did not breach his employment agreement nor
discriminate against him and intends to vigorously defend against the claim which is still in the very early stages.

The
Company accepts certain customer orders for future delivery at fixed prices. As copper is the most significant raw material used in the manufacturing process, the Company enters into
forward purchase fixed price commitments for copper to properly match its cost to the value of the copper to be billed to the customers. At December 31, 2001, the Company had forward fixed
price purchase commitments for 72.9 million copper pounds (see Note 15).

At
December 31, 2001, the Company had committed $2.2 million to outside vendors for certain capital projects.

Pursuant
to the Premier Merger Agreement dated May 28, 1999, Alpine extended to Cookson certain customary warranties, representations and indemnities including certain indemnities
related to environmental claims. Such indemnities are subject to an aggregate monetary limit and substantially all obligations under these warranties and representations expired on May 31,
2000.

One
executive of the Company has an employment contract which generally provides for a minimum base salary, a cash bonus based on the Company's achievement of certain performance
objectives, stock options and restricted stock grants and certain retirement and other employee benefits. Further, in the event of termination or voluntary resignation for "good reason" accompanied by
a "change in control", as defined, such employment agreement provides for severance payments not in excess of three times annual cash compensation and bonus and the continuation for stipulated periods
of other benefits, as defined.

F-41

---

During
April 2001, Alpine entered into agreements with certain of its executives in connection with the transition of their employment to Superior or modification of the terms of their
employment by Alpine. The agreements provide that in the event that any of such executives terminates his employment with Superior for good reason, as defined, or if he is terminated by Superior for
any reason other than for cause, as defined, prior to January 1, 2004, then such executive automatically will be employed again by Alpine substantially in accordance with the terms of his
employment agreement with the Company in effect on December 31, 2000.

17. Related party transactions

The Company has entered into a commitment to advance to Superior approximately $3.8 million (which has been reflected as restricted cash in the
consolidated balance sheet) to be used solely by Superior to make one quarterly cash interest payment on its Senior Subordinated Notes (see Notes 1 and 9). If such commitment is funded, Alpine
will be issued subordinated notes in the face amount of the funds advanced, with such notes due seven years from the date issued.

Alpine
was issued warrants to acquire 250,000 shares of common stock of Superior at an exercise price of $1.41 per share for granting the unconditional commitment to fund these
obligations. If such commitment is funded, Alpine will be issued additional warrants to acquire 2.1 million shares of common stock of Superior at an exercise price of $1.69. Interest on the
Alpine notes will be paid in the
form of PIK notes for as long as the debt under the Credit Agreement remains outstanding. The interest rate on the Alpine notes will fluctuate (based on certain conditions) from the lesser of the
applicable rate of interest in respect of the Superior Senior Subordinated Notes, or the rate of 15% per annum.

At
December 31, 2001, Alpine has loaned certain officers $0.9 million relating to the tax implications associated with the exercise in prior years of stock options and
restricted stock grants. The unpaid balance, which is deducted from stockholders' equity, bears interest at prime plus 0.5%. During 2001, the Company agreed to forgive $0.7 million of such
loans and accrued interest, with such forgiveness to occur over a ten year period, subject to certain employment conditions. During fiscal 1999, the Company agreed to forgive a $0.3 million
loan made by the Company in June 1987 to an executive of the Company to finance the exercise of certain stock options, with such forgiveness to occur over a four year period, subject to certain
employment conditions.

18. Preferred stock

Alpine has authorized 500,000 shares of preferred stock with a par value of $1.00 per share. The preferred stock may be issued at the discretion of the Board of
Directors in one or more series with differing terms, limitations and rights.

At
December 31, 2001, Alpine has outstanding 250 shares of 9% Cumulative Convertible Senior Preferred Stock ("9% Senior Preferred Stock") and 177 shares of 9% Cumulative
Convertible Preferred Stock ("9% Preferred Stock").

The
9% Senior Preferred Stock is senior in ranking to holders of Alpine's common stock and the 9% Preferred Stock. Each share is convertible at any time into shares of Alpine common
stock at a conversion price of $7.90 per share, subject to customary adjustments, and is redeemable by Alpine under certain conditions.

F-42

---

The
9% Senior Preferred Stock carries 100 votes per share, votes as a single class with Alpine's common stock on all matters submitted to stockholders and is entitled to vote as a
separate class in the event of any proposal to (i) amend any of the principal terms of the preferred stock; (ii) authorize, create, issue or sell any class of stock senior to or on a
parity with the 9% Senior Preferred Stock as to dividends or liquidation preference; or (iii) merge into, consolidate with, or sell all or substantially all of the assets of Alpine to another
entity. The holders of not less than 662/3% of the 9% Senior Preferred Stock must approve any transaction subject to the class voting rights.

The
9% Preferred Stock is convertible into 1051/2 shares of common stock, subject to customary adjustments. Alpine may redeem the stock at any time, in whole or in part at
a price equal to the liquidation value per share.

19. Superior trust convertible preferred securities

On March 31, 1999, Superior Trust I (the "Trust"), a trust in which Superior owns all the common equity interests, issued 3,332,254 81/2%
Trust Convertible Preferred Securities ("Trust Convertible Preferred Securities") with a liquidation value of $50 per share. The sole assets of the Trust are Superior's 81/2%
Convertible Subordinated Debentures ("Convertible Debentures") due 2014 with an aggregate principal amount of $171,765,650, at an interest rate of 81/2% per annum and a maturity date of
March 30, 2014. Superior has fully and unconditionally guaranteed the Trust's obligations under the Trust Convertible Preferred Securities. The Trust Convertible Preferred Securities are
currently convertible into common stock of Superior at the rate of 1.1496 shares of Superior's common stock for each Trust Convertible Preferred Security (equivalent to a conversion price of $43.49
per share of common stock). This conversion rate is subject to customary anti-dilution adjustments. Distributions on the Trust Convertible Preferred Securities are payable (subject to
rights to defer distributions as discussed below) quarterly by the Trust. The Trust Convertible Preferred Securities are subject to mandatory redemption on March 30, 2014, at a redemption price
of $50 per Trust Convertible Security, plus accrued and unpaid distributions.

The
Trust Convertible Preferred Securities are not redeemable before April 1, 2003. At any time on and after that date, the Trust Convertible Preferred Securities may be redeemed
by Superior at a per share redemption price of $52.55, periodically declining to $50.00 in April 2008 and thereafter. In addition, Superior has the option to call the Trust Convertible
Preferred Securities during the one-year period commencing on March 31, 2002, at a per share price cash redemption of $52.975, plus accrued and unpaid distributions, if any,
provided the average closing price of Superior's common stock, for any 10 consecutive trading days preceding the date of the call, multiplied by the then effective conversion rate equals or exceeds
$65.00 per share. Superior has reserved 3,830,759 shares of its common stock for possible conversion of the Trust Convertible Preferred Securities.

Pursuant
to the provisions of the related indentures, Superior may defer quarterly cash distribution payments for a period of up to twenty consecutive quarters, during which period
unpaid distributions are cumulative and accrue interest at a rate of 8.5% per annum. Additionally, during such deferral periods Superior, among other things, cannot pay cash dividends on its common
stock, or redeem or repurchase any of its capital stock. During 2001, Superior elected to defer quarterly payments of distributions for the September 30 and December 31, 2001 periods.
Based on restrictions included in an amendment of Superior's Credit Agreements during 2001, Superior is currently restricted from paying such distributions in cash and will likely defer distribution
payments at least through 2002.

F-43

---

The
estimated aggregate fair value of the Trust Convertible Preferred Securities, when issued, was approximately $133.3 million based on average per share trading values on the
New York Stock Exchange. The resulting discount of $33.3 million is being amortized using the effective interest method over the term of the Trust Convertible Preferred Securities. At
December 31, 2001, the fair value of the Trust Convertible Preferred Securities, based on quoted market price, was approximately $13.3 million.

20. Stockholder rights agreement

Under the Company's Stockholder Rights Plan ("the Plan"), a Preferred Share Purchase Right ("Right") is attached to each share of common stock pursuant to which
the holder will, in certain takeover-related circumstances, become entitled to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock at a price of $75.00, subject to adjustment, with each share having substantially the rights and preferences of 100 shares of common stock. The Rights will separate from the common shares after
a person or entity or group of affiliated or associated persons acquire, or commence a tender offer that would result in a person or group acquiring, beneficial ownership of 15% or more of the
outstanding common shares. Also, in certain takeover-related circumstances, each Right (other than those held by an acquiring person) will be exercisable for shares of common stock of the Company or
stock of the acquiring person having a market value of twice the exercise price. Once certain triggering events have occurred to cause the Rights to become exercisable, each Right may be exchanged by
the Company for one share of common stock. The Rights are redeemable at any time, prior to the time that a person becomes an acquiring person, by the Company before their expiration on
February 17, 2009 at a redemption price of $0.01 per Right. At December 31, 2001, 200,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance under
this Plan.

21. Change in year end (unaudited)

The Company's unaudited results of operations for the eight months ended December 31, 1998 are summarized as follows:

Eight Months Ended
December 31, 1998(in thousands,
except per share data)Net sales

$
488,279Gross profit


102,995Provision for income taxes


16,996Net income


13,049Net income per basic share of common stock

$
0.78Net income per diluted share of common stock

$
0.70


22. Business segments and foreign operations

The Company's reportable segments are strategic businesses of Superior that offer different products and services to different customers. These segments are
communications, OEM and electrical. The communications segment includes (i) outside plant wire and cable for voice and data transmission in telecommunications networks (ii) copper and
fiber optic datacom or premise wire and cable for use

F-44

---

within homes and offices for local networks, Internet connectivity and other applications, and (iii) all of Superior Israel's products. The OEM segment includes magnet wire and related
products. The electrical segment includes building and industrial wire and cable.

The
Company evaluates segment performance based on a number of factors, with operating income being the most critical. Intersegment sales are generally recorded at cost, are not
significant and, therefore, have been eliminated below.

Operating
results for each of the Company's three reportable segments are presented below. Corporate and other items shown below are provided to reconcile to the Company's consolidated
statements of operations, cash flows and balance sheets.

Year EndedDecember 31,
2001

December 31,
2000

Eight Months Ended
December 31,
1999

Year Ended
April 30,
1999(in thousands)Net sales(a):Communications(b)

$
726,768

$
848,099

$
511,413

$
630,008OEM


533,634


613,382


390,892


247,909Electrical


486,900


587,567


474,588


270,201$
1,747,302

$
2,049,048

$
1,376,893

$
1,148,118Depreciation and amortization expense:Communications

$
21,864

$
20,240

$
11,850

$
12,336OEM


11,921


9,287


6,863


4,212Electrical


9,945


7,560


4,432


2,844Corporate and other


2,720


5,218


3,625


1,386Amortization of goodwill


21,163


21,065


13,778


8,369$
67,613

$
63,370

$
40,548

$
29,147Operating income (loss):Communications

$
100,627

$
120,071

$
86,849

$
114,751OEM


48,791


75,839


55,538


31,113Electrical


(4,074
)

6,797


24,714


17,502Corporate and other


(27,912
)

(27,304
)

(15,320
)

(24,660
)Infrequent and unusual charges


(10,749
)

(14,961
)

(4,660
)

(7,282
)Amortization of goodwill


(21,163
)

(21,065
)

(13,778
)

(8,369
)$
85,520

$
139,377

$
133,343

$
123,055Total assets:Communications

$
482,886

$
539,987

$
510,537

$
488,247OEM


294,674


295,930


274,103


248,293Electrical


256,370


265,336


323,154


309,987Corporate and other


918,221


993,138


1,075,835


1,027,9491,952,151


2,094,391


2,183,629


2,074,476Discontinued operations











34,557$
1,952,151

$
2,094,391

$
2,183,629

$
2,109,033Capital expenditures:Communications

$
16,741

$
33,552

$
22,563

$
23,072OEM


5,352


35,363


20,363


7,694Electrical


2,655


6,564


6,851


7,564Corporate and other


2,516


2,964


7,293


5,571$
27,264

$
78,443

$
57,070

$
43,901


---

F-45

---

The following provides information about domestic and foreign operations for the years ended December 31, 2001 and 2000, the eight months
ended December 31, 1999 and fiscal 1999:

|                   |  | Year Ended |           |  |   |          
|------------------ |  | ---------- | --------- |  | - | ---------
|
|
|
|Net sales:         |  |            |           |  |   |          
|United States      |  | $          | 1,542,742 |  | $ | 1,818,510
|Canada             |  |            | 41,964    |  |   | 48,664   
|Israel             |  |            | 125,868   |  |   | 139,363  
|United Kingdom     |  |            | 36,728    |  |   | 42,511   
|                   |  |            |           |  |   |          
|                   |  | $          | 1,747,302 |  | $ | 2,049,048
|                   |  |            |           |  |   |          
|Long-lived assets: |  |            |           |  |   |          
|United States      |  | $          | 375,618   |  | $ | 394,215  
|Canada             |  |            | 10,452    |  |   | 11,944   
|Israel             |  |            | 64,190    |  |   | 75,453   
|United Kingdom     |  |            | 10,809    |  |   | 12,189   
|Mexico             |  |            | 49,051    |  |   | 46,881   
|                   |  |            |           |  |   |          
|                   |  | $          | 510,120   |  | $ | 540,682  
|                   |  |            |           |  |   |          

23.    Quarterly financial information (unaudited)

In the Company's 2001 quarterly 10-Q filings, the Company reported unaudited interim financial data, which included unrealized losses on certain marketable
securities. These losses were reported on the balance sheet in other comprehensive income as a separate component of stockholders' equity. The Company had considered the unrealized losses on these
marketable securities temporary, and therefore had not recognized the losses through its income statement.

Based
upon the evaluation of forward sale transactions entered into the second quarter of 2001, which resulted in an accelerated sale of such securities in February of 2002, the Company
concluded that the decrease in value as of June 30, 2001 was "other than temporary" as defined in SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and
related guidance (see Notes 6, 15 and 24). This resulted in an adjustment to record loss on investment securities of $22.6 million during the quarter ended June 30, 2001 as
compared to previously reported results for such period.

F-46

---

The
Company's unaudited quarterly results of operations for the year ended December 31, 2001 and 2000 (as previously reported and, with respect to the quarter ended
June 30, 2001, as revised) are as follows:

|                                                                             |  | 2001 |        
|---------------------------------------------------------------------------- |  | ---- | -------
|
|
|
|Net sales                                                                    |  | $    | 478,316
|Gross profit                                                                 |  |      | 77,579 
|Operating income (loss)                                                      |  |      | 31,795 
|Income (loss) before extraordinary item                                      |  |      | (5,857 
|Extraordinary loss                                                           |  |      |       
|                                                                             |  |      |        
|Net loss(b)                                                                  |  | $    | (5,857 
|                                                                             |  |      |        
|Income (loss) before extraordinary item per diluted share of common stock(a) |  | $    | (0.40  
|                                                                             |  |      |        
|Net loss per diluted share of common stock(a)                                |  | $    | (0.40  
|                                                                             |  |      |        

|                                                    |  | 2000 |        
|--------------------------------------------------- |  | ---- | -------
|
|
|
|
|Net sales                                           |  | $    | 497,896
|Gross profit                                        |  |      | 85,622 
|Operating income                                    |  |      | 34,208 
|Net income (loss)                                   |  | $    | (130   
|                                                    |  |      |        
|Net income (loss) per diluted share of common stock |  | $    | (0.01  
|                                                    |  |      |        

---

F-47

---



24.    Subsequent events

During March 2002, Superior closed its manufacturing facility in Elizabethtown, Kentucky in response to continued weak demand for Superior's Communications
cable products. This closure will eliminate certain fixed and variable costs associated with this facility and allow Superior to achieve cost efficiencies associated with redistributing its production
to its remaining facilities. Superior expects to incur approximately $10 to $20 million in costs associated with the closure. As required by EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs incurred in a Restructuring)", certain costs must be expensed as incurred. The majority of the costs
related to the facility closure will be recorded during the first quarter of 2002 in accordance with the authoritative literature.

As
discussed in Note 9, Superior entered into an amendment to the Credit Agreement on March 28, 2002.

In
February 2002, the Company redeemed $8.2 million in face amount of the 12.25% Senior Secured Notes for a cash payment of $5.8 million which will result in an
after-tax gain of approximately $1.4 million in 2002.

In
February 2002 pursuant to a negotiated agreement, the Company accelerated the maturity of the forward sale of 10.5 million Cookson shares for total proceeds of
$23.2 million which were used to liquidate borrowings secured by the investment in Cookson shares (see Notes 6, 9 and 15).

F-48

---

SCHEDULE I

THE ALPINE GROUP, INC.  (PARENT COMPANY)  CONDENSED BALANCE SHEETS  (in thousands)

|                                                                                                                                                 |                            | December 31,
2001                          |         | December 31,
2000 |        
|------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------------------------------------------ | ------- | ----------------- | -------
|ASSETS                                                                                                                                           |                            |                                            |         |                   |        
|Current assets:                                                                                                                                  |                            |                                            |         |                   |        
|Cash and cash equivalents                                                                                                                        |                            | $                                          | 33,223  |                   | $      
|Restricted cash                                                                                                                                  |                            |                                            | 3,835   |                   |        
|Other current assets                                                                                                                             |                            |                                            | 5,333   |                   |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 | Total current assets       |                                            |         | 42,391            |        
|Investment in consolidated subsidiaries                                                                                                          |                            |                                            | 37,931  |                   |        
|Property, plant and equipment, net                                                                                                               |                            |                                            | 1,352   |                   |        
|Long-term investments and other assets                                                                                                           |                            |                                            | 33,478  |                   |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 | Total assets               |                                            | $       | 115,152           |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                             |                            |                                            |         |                   |        
|Current liabilities:                                                                                                                             |                            |                                            |         |                   |        
|Current portion of long-term debt                                                                                                                |                            | $                                          | 1,550   |                   | $      
|Accounts payable                                                                                                                                 |                            |                                            | 499     |                   |        
|Accrued expenses                                                                                                                                 |                            |                                            | 13,692  |                   |        
|Advances and loans from subsidiaries                                                                                                             |                            |                                            | 1,009   |                   |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 | Total current liabilities  |                                            |         | 16,750            |        
|Long-term debt, less current portion                                                                                                             |                            |                                            | 34,430  |                   |        
|Other long-term liabilities                                                                                                                      |                            |                                            | 17,903  |                   |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 | Total liabilities          |                                            |         | 69,083            |        
|Stockholders' equity:                                                                                                                            |                            |                                            |         |                   |        
|9% cumulative convertible preferred stock at liquidation value                                                                                   |                            |                                            | 427     |                   |        
|Common stock, $.10 par value; authorized 25,000,000 shares; 21,923,705 and 21,763,055, shares issued at December 31, 2001 and 2000, respectively |                            |                                            | 2,192   |                   |        
|Capital in excess of par value                                                                                                                   |                            |                                            | 163,425 |                   |        
|Accumulated other comprehensive deficit                                                                                                          |                            |                                            | (7,929  | )                 |        
|Retained earnings (deficit)                                                                                                                      |                            |                                            | (15,582 | )                 |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 |                            |                                            | 142,533 |                   |        
|Shares of common stock in treasury, at cost; 8,018,495 and, 8,050,646, at December 31, 2001 and 2000, respectively                               |                            |                                            | (95,592 | )                 |        
|Receivable from stockholders                                                                                                                     |                            |                                            | (872    | )                 |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 | Total stockholders' equity |                                            |         | 46,069            |        
|                                                                                                                                                 |                            |                                            |         |                   |        
|                                                                                                                                                 |                            | Total liabilities and stockholders' equity |         | $                 | 115,152
|                                                                                                                                                 |                            |                                            |         |                   |        

F-49

---



THE ALPINE GROUP, INC.  (PARENT COMPANY)        CONDENSED STATEMENTS OF OPERATIONS        (in thousands)

|                                                                     |                                                                                                                                                          | Year Ended        |         |         |         |         |        
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ------- | ------- | ------- | ------- | -------
|
|Revenues:                                                            |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     | Interest and dividend income                                                                                                                             |                   | $       | 2,791   |         | $       | 5,932  
|                                                                     | Gain on sale of PolyVision                                                                                                                               |                   |         | 8,353   |         |         |       
|                                                                     | Other income                                                                                                                                             |                   |         |        |         |         |       
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     |                                                                                                                                                          |                   | 11,144  |         |         | 5,932   |        
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|Expenses:                                                            |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     | General and administrative                                                                                                                               |                   |         | 2,550   |         |         | 8,394  
|                                                                     | Infrequent and unusual charges                                                                                                                           |                   |         | 5,391   |         |         |       
|                                                                     | Interest expense                                                                                                                                         |                   |         | 4,893   |         |         | 8,673  
|                                                                     | Loss on investments in securities                                                                                                                        |                   |         | 33,818  |         |         | 10,545 
|                                                                     | Other expense                                                                                                                                            |                   |         | 3,292   |         |         |       
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     |                                                                                                                                                          |                   | 49,944  |         |         | 27,612  |        
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     | Loss before income taxes, equity in net income of affiliates, equity in net income (loss) of subsidiaries and income (loss) from discontinued operations |                   |         | (38,800 | )       |         | (21,680
|Benefit for income taxes                                             |                                                                                                                                                          |                   | 16,957  |         |         | 9,806   |        
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     |                                                                                                                                                          |                   | (21,843 | )       |         | (11,874 | )      
|Equity in net income of affiliates                                   |                                                                                                                                                          |                   | 1,300   |         |         | 1,706   |        
|Equity in net income (loss) of subsidiaries, net                     |                                                                                                                                                          |                   | (16,376 | )       |         | (1,080  | )      
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|Income (loss) from continuing operations before extraordinary (loss) |                                                                                                                                                          |                   | (36,919 | )       |         | (11,248 | )      
|Income (loss) from discontinued operations                           |                                                                                                                                                          |                   | 5,935   |         |         |        |        
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        
|                                                                     |                                                                                                                                                          | Net income (loss) |         | $       | (30,984 | )       | $      
|                                                                     |                                                                                                                                                          |                   |         |         |         |         |        

F-50

---

THE ALPINE GROUP, INC.  (PARENT COMPANY)        CONDENSED STATEMENTS OF CASH FLOWS        (in thousands)

|                                                       |                                                                   | Year Ended |         |         |   |         |        
|------------------------------------------------------ | ----------------------------------------------------------------- | ---------- | ------- | ------- | - | ------- | -------
|
|Cash flows provided by (used for) operating activities |                                                                   | $          | (4,156  | )       | $ | (11,761 | )      
|                                                       |                                                                   |            |         |         |   |         |        
|Cash flows from investing activities:                  |                                                                   |            |         |         |   |         |        
|                                                       | Capital expenditures                                              |            |         |        |   |         | (104   
|                                                       | Proceeds from sale of marketable securities and other investments |            |         | 10,022  |   |         | 50,799 
|                                                       | Purchase of investment in derivatives                             |            |         | (4,125  | ) |         |       
|                                                       | Proceeds from sale of (investment in) PolyVision Corporation      |            |         | 41,393  |   |         |       
|                                                       | Restricted cash                                                   |            |         | 3,904   |   |         | (7,739 
|                                                       | Other                                                             |            |         | (10     | ) |         |       
|                                                       |                                                                   |            |         |         |   |         |        
|Cash flows provided by (used for) investing activities |                                                                   |            | 51,184  |         |   | 42,956  |        
|                                                       |                                                                   |            |         |         |   |         |        
|Cash flows from financing activities:                  |                                                                   |            |         |         |   |         |        
|                                                       | Borrowings (repayments) under revolving credit facility, net      |            |         | (47,102 | ) |         | (22,898
|                                                       | Long-term borrowings                                              |            |         | 23,465  |   |         |       
|                                                       | Repayments of long-term borrowings                                |            |         | (1,246  | ) |         | (97    
|                                                       | Debt issuance costs                                               |            |         |        |   |         |       
|                                                       | Dividends on preferred stock                                      |            |         | (38     | ) |         | (46    
|                                                       | Proceeds from stock options exercised                             |            |         |        |   |         | 595    
|                                                       | Purchase of treasury shares                                       |            |         | (181    | ) |         | (5,051 
|                                                       | Other                                                             |            |         | 1,746   |   |         | 616    
|                                                       |                                                                   |            |         |         |   |         |        
|Cash flows provided by (used for) financing activities |                                                                   |            | (23,356 | )       |   | (26,881 | )      
|                                                       |                                                                   |            |         |         |   |         |        
|Net increase (decrease) in cash and cash equivalents   |                                                                   |            | 23,672  |         |   | 4,314   |        
|Cash and cash equivalents at beginning of year         |                                                                   |            | 9,551   |         |   | 5,237   |        
|                                                       |                                                                   |            |         |         |   |         |        
|Cash and cash equivalents at end of year               |                                                                   | $          | 33,223  |         | $ | 9,551   |        
|                                                       |                                                                   |            |         |         |   |         |        
|Supplemental cash flow disclosures:                    |                                                                   |            |         |         |   |         |        
|                                                       | Cash paid for interest                                            |            | $       | 4,134   |   | $       | 7,690  
|                                                       |                                                                   |            |         |         |   |         |        
|                                                       | Cash paid (refunded) for income taxes, net                        |            | $       | 3,612   |   | $       | (16    
|                                                       |                                                                   |            |         |         |   |         |        

F-51

---



THE ALPINE GROUP, INC.  (PARENT COMPANY)        APPENDIX A

|                                                                       |  | December 31,
2001 |        | December 31,
2000 |   | December 31,
1999
|---------------------------------------------------------------------- |  | ----------------- | ------ | ----------------- | - | -----------------
|
|Long-term debt consists of:                                            |  |                   |        |                   |   |                  
|12.25% Senior Secured Notes (due 2003, principal amount $12.2 million) |  | $                 | 11,882 |                   | $ | 11,725           
|Promissory loans secured by investments in securities                  |  |                   | 22,997 |                   |   |                 
|Revolving credit facility                                              |  |                   |       |                   |   | 47,102           
|Other                                                                  |  |                   | 1,101  |                   |   | 1,194            
|                                                                       |  |                   |        |                   |   |                  
|                                                                       |  |                   | 35,980 |                   |   | 60,021           
|Less current portion                                                   |  |                   | 1,550  |                   |   | 47,187           
|                                                                       |  |                   |        |                   |   |                  
|                                                                       |  | $                 | 34,430 |                   | $ | 12,834           
|                                                                       |  |                   |        |                   |   |                  

Minimum
current maturities of long-term debt outstanding as of December 31, 2001 are as follows:

Fiscal Year

Amount(in thousands)2002

$
1,5502003


33,5212004


1102005


1162006


127Thereafter


556$
35,980


F-52

---



SCHEDULE II

THE ALPINE GROUP, INC. AND SUBSIDIARIES  SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS  Year Ended December 31, 2001, 2000 and  The Eight Months Ended December 31, 1999  (in thousands)

|                                       |  |   |        | Additions |   |       |  |  
|-------------------------------------- |  | - | ------ | --------- | - | ----- |  | -
|
|Year Ended December 31, 2001:          |  |   |        |           |   |       |  |  
|Allowance for restructuring activities |  | $ | 2,326  |           | $ | 194   |  | $
|Allowance for doubtful accounts        |  |   | 4,998  |           |   | 2,820 |  |  
|Year Ended December 31, 2000:          |  |   |        |           |   |       |  |  
|Allowance for restructuring activities |  |   | 14,326 |           |   | 2,085 |  |  
|Allowance for doubtful accounts        |  |   | 3,193  |           |   | 2,490 |  |  
|Eight Months Ended December 31, 1999:  |  |   |        |           |   |       |  |  
|Allowance for restructuring activities |  |   | 31,115 |           |   | 1,321 |  |  

---

F-53

---

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