##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2009,oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number:
    001-33337
  COLEMAN CABLE, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

36-4410887(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)   1530 Shields Drive
    Waukegan, Illinois 60085
 (Address of principal executive
    offices) (Zip Code)
  Registrants telephone number, including area code:
 (847) 672-2300
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.001 per share

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    Common
    shares outstanding as of February 28, 2010 16,889,798
  DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


6Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


11Item 3.


Legal Proceedings


12Item 4.


Reserved


13PART IIItem 5.


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


14Item 6.


Selected Financial Data


17Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 8.


Financial Statements and Supplementary Data


42Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


42Item 9A.


Controls and Procedures


42PART IIIItem 10.


Directors and Executive Officers of the
    Registrant


43Item 11.


Executive Compensation


43Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


43Item 13.


Certain Relationships and Related Transactions


43Item 14.


Principal Accountant Fees and Services


43PART IVItem 15.


Exhibits and Financial Statement Schedules


44Index to Consolidated Financial Statements


F-1EX-1.0EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1    TRADEMARKS
  ® tm Booster-in-a-Bag ® ® tm ® ® tm ® Luma-Site ® ® ® ® tm ® ® tm ® ® ® ® ® ® ® ® ® tm




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PART I  ITEM 1.
    Business  Cautionary
    Note Regarding Forward-Looking Statements
      
    fluctuations in the supply or price of copper and other raw
    materials;
    increased competition from other wire and cable manufacturers,
    including foreign manufacturers;
    pricing pressures causing margins to decrease;
    further adverse changes in general economic and capital market
    conditions;
    changes in the demand for our products by key customers;
    additional impairment charges related to our goodwill and
    long-lived assets;
    changes in the cost of labor or raw materials, including PVC and
    fuel;
    failure of customers to make expected purchases, including
    customers of acquired companies;
    failure to identify, finance or integrate acquisitions;
    failure to accomplish integration activities on a timely basis;
    failure to achieve expected efficiencies in our manufacturing
    consolidations and integration activities;
    unforeseen developments or expenses with respect to our
    acquisition, integration and consolidation efforts;
    increase in exposure to political and economic development,
    crises, instability, terrorism, civil strife, expropriation, and
    other risks of doing business in foreign markets;
    impact of foreign currency fluctuations and changes in interest
    rates;
    impact of renegotiation of extension of labor
    agreements; and
    other risks and uncertainties, including those described under
    Risk Factors.   1




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General
    Company
    History
      2007
    Acquisitions
        Business
    Overview
   2




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Industry
    and Competitive Overview
      Product
    Overview
    Net Sales by Groups of Products

2009


2008


2007(In thousands)Industrial Wire and Cable

$
187,671


$
293,250


$
312,105Electronic Wire


133,090



381,227



402,146Assembled Wire and Cable Products


167,734



261,313



120,940Fabricated Bare Wire


15,657



37,178



28,953Total

$
504,152


$
972,968


$
864,144  3




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Industrial
    Wire and Cable
    Electronic
    Wire
      Assembled
    Wire and Cable Products
  Booster-in-a-Bag, Tri-Source,
  Fabricated
    Bare Wire Products
    Segment
    Overview
   4




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Year Ended December 31,2009


2008


2007(In thousands)Net sales:Distribution

$
390,911


$
670,740


$
576,602OEM


113,241



302,228



287,542Total

$
504,152


$
972,968


$
864,144Operating income (loss):Distribution

$
36,666


$
57,142


$
58,439OEM


7,074



(3,348
)


8,323Total


43,740



53,794



66,762Corporate


(93,950
)


(63,927
)


(14,937
)Consolidated operating income (loss)

$
(50,210
)

$
(10,133
)

$
51,825       Raw
    Materials
    Foreign
    Sales and Assets
    Patents
    and Trademarks
   5




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Seasonality
    and Business Cycles
    Backlog
    and Shipping
  just-in-time build-up
  Employees
    Environmental,
    Health and Safety Regulation
    ITEM 1A.
    Risk
    Factors  The
    current global recession and the downturn in our served markets
    could continue to adversely affect our operating results and
    stock price in a material manner.
   6




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Disruptions
    in the supply of copper and other raw materials used in our
    products could cause us to be unable to meet customer demand,
    which could result in the loss of customers and net
    sales.
    Fluctuations
    in the price of copper and other raw materials, as well as fuel
    and energy, and increases in freight costs could increase our
    cost of goods sold and affect our profitability.
    The
    markets for our products are highly competitive, and our
    inability to compete with other manufacturers in the wire and
    cable industry could harm our net sales and
    profitability.
    We are
    dependent upon a number of key customers. If they were to cease
    purchasing our products, our net sales and profitability would
    likely decline.
    We face
    pricing pressure in each of our markets, and our inability to
    continue to achieve operating efficiency and productivity
    improvements in response to pricing pressure may result in lower
    margins.
   7




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We have
    significant indebtedness outstanding and may incur additional
    indebtedness that could negatively affect our
    business.
      
    our ability to obtain additional financing for capital
    expenditures, potential acquisition opportunities or general
    corporate or other purposes may be impaired;
    a substantial portion of our cash flow from operations must be
    dedicated to the payment of principal and interest on our
    indebtedness, reducing the funds available to us for other
    purposes;
    it may place us at a competitive disadvantage compared to our
    competitors that have less debt or are less leveraged; and
    we may be more vulnerable to economic downturns, may be limited
    in our ability to respond to competitive pressures and may have
    reduced flexibility in responding to changing business,
    regulatory and economic conditions.    Growth
    through acquisitions is a significant part of our strategy and
    we may not be able to successfully identify, finance or
    integrate acquisitions in order to grow our business.
   8




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If we are
    unable to retain senior management and key employees, we may
    experience operating inefficiencies and increased costs,
    resulting in diminished profitability.
    Advancing
    technologies, such as fiber optic and wireless technologies, may
    make some of our products less competitive and reduce our net
    sales.
    We
    recorded significant impairment charges in 2008 and 2009, and if
    our goodwill or other intangible assets become further impaired,
    we may be required to recognize additional charges that would
    reduce our income.
    We have
    incurred restructuring charges in the past and will likely incur
    additional restructuring charges in the future.
    Some of
    our employees belong to a labor union and certain actions by
    such employees, such as strikes or work stoppages, could disrupt
    our operations or cause us to incur costs.
   9




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We may be
    unable to raise additional capital to meet working capital and
    capital expenditure needs if our operations do not generate
    sufficient funds to do so.
    We are
    subject to environmental, health and safety and other laws and
    regulations which could adversely effect our operations and
    business.
  clean-up et seq
  and/or
  Disruption
    in the importation of our raw materials and products and the
    risks associated with international operations could cause our
    operating results to decline.
    We have
    risks associated with inventory.
    Changes
    in industry standards and regulatory requirements may adversely
    affect our business.
   10




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Our
    business is subject to the economic, political and other risks
    of operating and selling products in foreign
    countries.
    ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties    ApproximateOperating Facilities

Type of Facility

Square Feet


Leased or OwnedWaukegan, Illinois

Manufacturing


212,530


Owned  77,394Leased  135,136Pleasant Prairie, Wisconsin

Warehouse


503,000


LeasedBremen, Indiana (Insulating)

Manufacturing


43,007


LeasedBremen, Indiana (Fabricating)

Manufacturing


124,160


LeasedBremen, Indiana (East)

Manufacturing


106,200


LeasedBremen, Indiana (Distribution Center)

Warehouse


48,000


LeasedNorth Chicago, Illinois

Manufacturing


23,277


LeasedTexarkana, Arkansas

Manufacturing, Warehouse


106,700


OwnedHayesville, North Carolina

Manufacturing


104,000


OwnedEl Paso, Texas (Hoover Rd.)

Manufacturing, Warehouse


401,400


LeasedLafayette, Indiana

Manufacturing, Warehouse


337,256


OwnedWaukegan, Illinois

Offices


30,175


LeasedToronto, Ontario, Canada

Offices, Warehouse


200,000


Leased   ApproximateClosed Facilities

Closure Year

Square Feet


Leased or OwnedSiler City, North Carolina

2006


86,000


OwnedNogales, Arizona*

2008


84,000


LeasedEl Paso, Texas (Zaragosa Rd.)*

2008


69,163


OwnedAvilla, Indiana

2008


119,000


OwnedIndianapolis, Indiana**

2008


257,600


LeasedIndianapolis, Indiana**

2008


90,400


LeasedIndianapolis, Indiana**

2008


23,107


LeasedEast Longmeadow, Massachusetts***

2009


90,000


LeasedOswego, New York ***

2009


115,000


Owned     *
    
    These facilities, acquired as part of the Copperfield
    acquisition in 2007, were closed in 2008 in connection with the
    integration of multiple facilities into one modern facility in
    El Paso, Texas, opened in 2008. 11




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**
    
    These facilities, acquired as part of the Woods acquisition in
    2007, were closed in 2008 and the distribution operations of
    such facilities consolidated within a new modern distribution
    center in Pleasant Prairie, Wisconsin, opened in 2008.***
    
    These facilities were closed in 2009 in conjunction with our
    efforts to align our manufacturing capacity with market demand.
    Production has been transitioned to our facilities in Lafayette
    and Bremen, Indiana, with backup capacity provided by our
    Waukegan, Illinois and Texarkana, Arkansas facilities.        ITEM 3.
    Legal
    Proceedings          Executive
    Officers of the Company
  Name

Age

PositionG. Gary Yetman


55


President, Chief Executive Officer and DirectorRichard N. Burger


59


Executive Vice President, Chief Financial Officer, Secretary and
    TreasurerRichard Carr


58


Executive Vice President, OperationsMichael Frigo


55


Executive Vice President, OEM GroupJ. Kurt Hennelly


46


Executive Vice President, OperationsKenneth A. McAllister


64


Executive Vice President, Distribution GroupKathy Jo Van


45


Executive Vice President, Retail Group  12




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Mr. Yetman
  Mr. Burger
  Mr. Carr
  Mr. Frigo
  Mr. Hennelly
  Mr. McAllister
  Ms. Van
 ITEM 4.   13




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PART II  ITEM 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Common
    Stock
    2009Sales Price

CashHigh

Low

DividendsFirst Quarter

$
5.94


$
1.35


$
Second Quarter

$
3.51


$
2.17


$
Third Quarter

$
4.54


$
2.69


$
Fourth Quarter

$
4.58


$
3.04


$
   2008Sales Price

CashHigh

Low

DividendsFirst Quarter

$
12.06


$
7.84


$
Second Quarter

$
13.46


$
10.32


$
Third Quarter

$
13.06


$
8.98


$
Fourth Quarter

$
9.24


$
2.85


$
     Dividends
    and Distributions
   14




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Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forFuture Issuance Under EquityNumber of Securities to be

Weighted-Average

Compensation PlansIssued Upon Exercise of

Exercise Price of

(Excluding SecuritiesOutstanding Options,

Outstanding Options,

Reflected in thePlan Category

Warrants and Rights(1)

Warrants and Rights(2)

First Column)(3)Equity Compensation Plans Approved by Security Holders


1,693,882


$
11.86



746,118Equity Compensation Plans Not Approved by Security Holders










Total


1,693,882


$
11.86



746,118     (1)
    
    Includes both grants of stock options and unvested share awards.(2)
    
    Includes weighted-average exercise price of outstanding stock
    options only.(3)
    
    Represents shares of common stock that may be issued pursuant to
    the Companys Long-Term Incentive Plan adopted in 2006, as
    amended and restated in April 2008 (the Plan). Any
    employee of the Company or a subsidiary, or any director of the
    Company or a subsidiary, is eligible to receive awards under the
    Plan. The maximum number of shares of our common stock that may
    be delivered to participants and their beneficiaries under the
    Plan is 2,440,000 shares. 15




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Performance
    Graph
  Rule 14a-3(b)(9)
  Comparison
    of Cumulative Return(1)
  
  Indexed ReturnsMarch 1, 2007


December 31, 2007


December 31, 2008


December 31, 2009Coleman Cable, Inc.



100




59.06




28.31




21.25Russell 2000



100




97.86




64.80




82.41     (1)
    
    Assumes the value of the investment in our common stock and the
    Russell 2000 Index was 100 on March 1, 2007, when our
    common stock began to be publicly traded on the NASDAQ Global
    Market, assuming reinvestment of all dividends. 16




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ITEM 6.
    Selected
    Consolidated Financial Data          As of and for the Year Ended December 31,2005


2006


2007


2008


2009(In thousands except for per share data)Statement of Operations Data:Net sales

$
346,181


$
423,358


$
864,144


$
972,968


$
504,152Cost of goods sold


292,755



341,642



759,551



879,367



428,485Gross profit


53,426



81,716



104,593



93,601



75,667Selling, engineering, general and administrative expenses


25,654



31,760



44,258



52,227



40,821Intangible asset amortization(1)










7,636



12,006



8,827Asset impairments(2)














29,276



70,761Restructuring charges(3)






1,396



874



10,225



5,468Operating income (loss)


27,772



48,560



51,825



(10,133
)


(50,210
)Interest expense


15,606



15,933



27,519



29,656



25,323Gain on repurchase of 2012 Senior Notes(4)


















(3,285
)Other (income) loss, net(5)


(1,267
)


497



41



2,181



(1,195
)Income (loss) before income taxes


13,433



32,130



24,265



(41,970
)


(71,053
)Income tax expense (benefit)(6)


2,298



2,771



9,375



(13,709
)


(4,034
)Net income (loss)

$
11,135


$
29,359


$
14,890


$
(28,261
)

$
(67,019
)Per Common Share Data(7):Net income (loss) per shareBasic

$
0.87


$
2.15


$
0.89


$
(1.68
)

$
(3.99
)Diluted


0.87



2.15



0.88


$
(1.68
)

$
(3.99
)Weighted average shares outstandingBasic


12,749



13,637



16,787



16,787



16,809Diluted


12,749



13,637



16,826



16,787



16,809Pro Forma Statement of Operations Data with respect to S-Corp
    Status(6):Income before income taxes

$
13,433


$
32,130Pro forma income tax expense(6)


5,351



12,400Pro forma net income


8,082



19,730 17




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##### Table of Contents



As of and for the Year Ended December 31,2005


2006


2007


2008


2009(In thousands except for per share data)Pro Forma Per Common Share Data with respect to S-Corp
    Status(6):Pro forma net income per shareBasic

$
0.63


$
1.45Diluted


0.63



1.45Other Financial Data:EBITDA(8)

$
33,883


$
53,497


$
72,260


$
16,280


$
(23,847
)Capital expenditures


6,171



2,702



6,010



13,266



4,087Cash interest expense


14,813



15,187



23,220



29,059



24,380Depreciation and amortization expense(9)


4,844



5,434



20,476



28,594



21,883Net cash provided by (used in) operating activities


(10,340
)


30,048



23,793



116,198



27,686Net cash used in investing activities


(1,789
)


(2,578
)


(269,072
)


(13,799
)


(3,964
)Net cash provided by (used in) financing activities


11,153



(12,794
)


239,398



(94,535
)


(32,798
)Balance Sheet Data:Cash and cash equivalents

$
58


$
14,734


$
8,877


$
16,328


$
7,599Working capital


90,107



115,083



230,525



116,115



131,239Total assets


221,388



235,745



575,652



411,966



290,107Total debt(10)


169,300



122,507



364,861



270,462



235,236Total shareholders equity


13,071



77,841



95,971



69,419



5,260     (1)
    
    Intangible asset amortization was $7.6 million, $12.0 million
    and $8.8 million for 2007, 2008 and 2009, respectively, and
    related to the amortization of intangible assets acquired in
    connection with the 2007 Acquisitions.(2)
    
    Asset impairments included approximately: (1) $29.3 million
    recorded in 2008 primarily reflecting impairment of goodwill,
    other intangible assets and certain plant and equipment
    associated with our OEM segment; (2) $70.8 million of impairment
    charges consisting primarily of a non-cash goodwill impairment
    recorded during the first quarter of 2009 across three of four
    reporting units comprising our Distribution segment: Electrical
    distribution, Wire and Cable distribution, and Industrial
    distribution.  This non-cash goodwill impairment resulted from a
    combination of factors which were in existence at that time,
    including a significant decline in our market capitalization, as
    well as the recessionary economic environment and its then
    estimated potential impact on our business. These impairment
    charges are further discussed and detailed within Item 7,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations which follows.(3)
    
    Restructuring charges included: (1) costs of approximately $1.4
    million in 2006 and $0.9 million in 2007 associated with the
    closing of a leased facility in Miami Lakes, Florida and an
    owned facility located in Siler City, North Carolina; (2) $10.2
    million recorded in 2008, primarily recorded in connection with
    the closure of certain facilities and the integration of our
    2007 Acquisitions; and (3) approximately $5.5 million recorded
    in 2009 related to the closure of our facilities in East Long
    Meadow, MA and Oswego, NY, both of which were closed in 2009, as
    well as holding costs associated with properties closed in 2008.(4)
    
    We recorded a gain of approximately $3.3 million in 2009
    resulting from our repurchase of $15.0 million in par value of
    our 2012 Senior Notes.(5)
    
    Other (income) loss included approximately (1) a $1.3 million
    gain recorded in 2005 in connection with the sale of zero coupon
    bonds that had been acquired as part of a 1999 business
    acquisition; (2) an expense of $0.5 million in 2006 for
    estimated costs accrued pursuant to the Tax Matters Agreement
    (see Note 9: Commitments and Contingencies  Tax
    Matters Agreement); (3) a loss of $2.2 million in 2008
    primarily due to unfavorable exchange rate fluctuations related
    to our Canadian operations; and (4) a gain of $1.2 million in
    2009 primarily due to favorable exchange rate fluctuations
    related to our Canadian operations.(6)
    
    Prior to October 10, 2006, we were treated as an S corporation
    for federal and state income tax purposes, with the exception of
    our wholly-owned C corporation subsidiary. Accordingly, our
    shareholders were responsible 18




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for federal and substantially all state income tax liabilities
    arising out of our operations other than those conducted by our
    C corporation subsidiary. On October 10, 2006, we ceased to be
    an S corporation and became a C corporation and, as such, are
    now subject to federal and state income tax.(7)
    
    The financial data for 2005 and 2006 reflects the retroactive
    presentation of the 312.6079 for 1 stock split which occurred on
    October 11, 2006.(8)
    
    In addition to net income (loss), as determined in accordance
    with GAAP, we also use the non-GAAP measure net income before
    interest, income taxes, depreciation and amortization expense
    (EBITDA) as a means to evaluate the performance of
    our business, including the preparation of annual operating
    budgets and the determination of levels of operating and capital
    investments. In particular, we believe EBITDA allows us to
    readily view operating trends, perform analytical comparisons
    and identify strategies to improve operating performance. For
    example, we believe the inclusion of items such as taxes,
    interest expense, and intangible asset amortization can make it
    more difficult to identify and assess operating trends affecting
    our business and industry. We also believe EBITDA is a
    performance measure that provides investors, securities analysts
    and other interested parties a measure of operating results
    unaffected by differences in capital structures, business
    acquisitions, capital investment cycles and ages of related
    assets among otherwise comparable companies in our industry.EBITDAs usefulness as a performance measure is limited,
    however by the fact that it excludes the impact of interest
    expense, depreciation and amortization expense and taxes. We
    borrow money in order to finance our operations; therefore,
    interest expense is a necessary element of our costs and ability
    to generate revenue. Similarly, our use of capital assets makes
    depreciation and amortization expense a necessary element of our
    costs and ability to generate income. Since we are subject to
    state and federal income taxes, any measure that excludes tax
    expense has material limitations. Due to these limitations, we
    do not, and you should not, use EBITDA as the sole measure of
    our performance.  We also use, and recommend that you consider,
    net income in accordance with GAAP as a measure of our
    performance.The following is a reconciliation of net income(loss), as
    determined in accordance with GAAP, to EBITDA.  Year Ended December 31,2005


2006


2007


2008


2009(In thousands)Net income (loss)

$
11,135


$
29,359


$
14,890


$
(28,261
)

$
(67,019
)Interest expense


15,606



15,933



27,519



29,656



25,323Income tax expense (benefit)


2,298



2,771



9,375



(13,709
)


(4,034
)Depreciation and amortization expense(9)


4,844



5,434



20,476



28,594



21,883EBITDA

$
33,883


$
53,497


$
72,260


$
16,280


$
(23,847
)   (9)
    
    Debt amortization costs are a component of interest expense per
    the income statement, but included within depreciation and
    amortization for operating cash flow presentation. Accordingly,
    for the above presentations only, depreciation and amortization
    expense does not include amortization of debt issuance costs,
    which is included in interest expense.(10)
    
    Total debt includes the current portion of long-term debt and
    excludes the unamortized premium of $3.0 million,
    $2.4 million, and $1.6 million as of December 31,
    2007, 2008, and 2009, respectively, related to the 2012 Senior
    Notes. 19




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ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion contains forward-looking statements
    that involve risks and uncertainties. Our actual results may
    differ materially from those anticipated in these
    forward-looking statements as a result of a variety of risks and
    uncertainties, including those described under
    Item 1A, Risk Factors and elsewhere in this
    report. We assume no obligation to update any of these
    forward-looking statements. You should read the following
    discussion in conjunction with our consolidated financial
    statements and the notes thereto included in this report.
  Overview
        Current
    Business Environment
     20




---



##### Table of Contents



Acquisitions
            Production
    Costs Overview and Impact of Copper Prices
      Recent
    Developments
     21




---



##### Table of Contents



Consolidated
    Results of Operations
    Year Ended December 31,2009


2008


2007Amount


%


Amount


%


Amount


%(In thousands)Net sales

$
504,152



100.0
%

$
972,968



100.0
%

$
864,144



100.0
%Gross profit


75,667



15.0



93,601



9.6



104,593



12.1Selling, engineering, general and administrative expenses


40,821



8.1



52,227



5.4



44,258



5.1Intangible asset amortization


8,827



1.8



12,006



1.2



7,636



0.9Asset impairments


70,761



14.0



29,276



3.0







Restructuring charges


5,468



1.1



10,225



1.1



874



0.1Operating income (loss)


(50,210
)


(10.0
)


(10,133
)


(1.0
)


51,825



6.0Interest expense


25,323



5.0



29,656



3.0



27,519



3.2Gain on Repurchase of 2012 Senior Notes


(3,285
)


(0.7
)














Other (income) loss, net


(1,195
)


(0.2
)


2,181



0.2



41



Income (loss) before income taxes


(71,053
)


(14.1
)


(41,970
)


(4.3
)


24,265



2.8Income tax expense (benefit)


(4,034
)


(0.8
)


(13,709
)


(1.4
)


9,375



1.1Net income (loss)

$
(67,019
)


(13.3
)

$
(28,261
)


(2.9
)

$
14,890



1.7Diluted earnings (loss) per share

$
(3.99
)





$
(1.68
)





$
0.88      22




---



##### Table of Contents



Diluted
    earnings per share, as determined in accordance with GAAP, to
    Adjusted EPS
  Year Ended December 31,2009


2008


2007(In thousands)Diluted earnings (loss) per share

$
(3.99
)

$
(1.68
)

$
0.88Asset impairments(1)


3.93



1.18



Restructuring charges(2)


0.20



0.43



0.03Gains on debt repurchases(3)


(0.12
)






Foreign currency transaction loss (gain)(4)


(0.04
)


0.09



Insurance-related recovery reserve(5)






0.06



Adjusted diluted earnings (loss) per share

$
(0.02
)

$
0.08


$
0.91   Net
    income, as determined in accordance with GAAP, to EBITDA and
    Adjusted EBITDA
  Year Ended December 31,2009


2008


2007(In thousands)Net income (loss)

$
(67,019
)

$
(28,261
)

$
14,890Interest expense(a)


25,323



29,656



27,519Income tax expense (benefit)


(4,034
)


(13,709
)


9,375Depreciation and amortization expense(a)


21,883



28,594



20,476EBITDA

$
(23,847
)

$
16,280


$
72,260Asset impairments(1)


70,761



29,276



Restructuring charges(2)


5,468



10,225



874Gains on debt repurchases(3)


(3,285
)






Foreign currency transaction loss (gain)(4)


(1,195
)


2,250



Insurance-related reserve(5)






1,588



Adjusted EBITDA

$
47,902


$
59,619


$
73,134     (a)
    
    Depreciation and amortization expense shown in the above
    schedule excludes amortization of debt issuance costs, which are
    included as a component of interest expense. 23




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##### Table of Contents



Earnings
    and Performance Summary
    (1)
    Asset impairments: Our results for 2009 were significantly
    impacted by non-cash asset impairments of $70.8 million
    ($66.1 million after tax, or $3.93 per diluted share),
    primarily as a result of a non-cash goodwill impairment charge
    recorded during the first quarter of 2009 relative to our
    Distribution segment. For 2008, we recorded $29.3 million
    ($19.7 million after tax, or $1.18 per diluted share) in
    non-cash asset impairments which were recorded in the fourth
    quarter of 2008 and primarily related to our OEM segment.(2)
    Restructuring charges: Our results for 2009, 2008 and 2007
    included $5.5 million ($3.4 million after tax or $0.20
    per diluted share), $10.2 million ($7.3 million after
    tax or $0.43 per diluted share), and $0.9 million
    ($0.6 million after tax or $0.03 per diluted share),
    respectively, in restructuring charges primarily incurred in
    connection with the integration of our 2007 Acquisitions, as
    well as our two 2009 plant closures.(3)
    Gains on repurchase of 2012 Senior Notes: In 2009, we
    repurchased approximately $15.0 million in aggregate par
    value of our 2012 Senior Notes and recorded an associated gain
    of $3.3 million ($2.0 million after tax, or $0.12 per
    diluted share).(4)
    Foreign currency transaction loss (gain): We recorded a foreign
    currency transaction gain of $1.2 million
    ($0.7 million after tax, or $0.04 per diluted share) in
    2009 and a foreign currency transaction loss of
    $2.2 million ($1.6 million after tax, or $0.09 per
    diluted share) in 2008 related to the impact of exchange rate
    fluctuations on our Canadian subsidiary.(5)
    Insurance-related reserve: In 2008, we recorded an allowance of
    $1.6 million ($1.1 million after tax, or $0.06 per
    diluted share) in relation to an insurance receivable for an
    inventory theft that occurred in 2005 at a since-closed facility.       24




---



##### Table of Contents




    Continued to improve our capital structure. We reduced our total
    outstanding debt by $36.0 million in 2009, with this
    reduction being in addition to a $95.0 million reduction
    during 2008 in significant part as a result of concerted efforts
    across all of our production facilities to manage our working
    capital, particularly our inventory levels, to reflect lower
    demand and our customer-rationalization within our OEM segment,
    as further discussed in our operating results review below. The
    $36.0 million reduction in 2009 included the repurchase of
    approximately $15.0 million in aggregate principal amount
    of our 2012 Senior Notes, which were purchased at a discount
    generating a $3.3 million gain and lowering our interest
    expense. Please refer to the above Recent
    Developments section for information regarding the
    refinancing of our 2012 Senior Notes which occurred in February
    2010;
    Fully integrated our Copperfield acquisition, allowing us to
    achieve the production-related and synergistic merger benefits
    associated with this acquisition and permitting us to operate
    with a single, company-wide set of production and back-office
    systems, thereby enhancing the efficiency and effectiveness of
    operations;
    Closed facilities and consolidated the related operations of our
    East Longmeadow, MA and Oswego, NY facilities as part of our
    efforts to align manufacturing capacity with market demand. In
    addition, our headcount at the end of 2009 totaled
    934 employees, which was down 246 employees from
    December 31, 2008, including a number of support and
    indirect labor positions. We believe our rightsizing and
    cost-reduction efforts have lowered our overall fixed costs,
    which will further enhance our profitability if and when overall
    demand levels increase in the future.  Year
    Ended December 31, 2009 Compared with Year Ended
    December 31, 2008
  Net sales year-over-year
  Gross profit
 25




---



##### Table of Contents



year-over-year
  Selling, engineering, general and administrative
    (SEG&A) expense
  Intangible amortization expense
  Asset impairments
 26




---



##### Table of Contents



Restructuring charges
      Interest expense
  Gain on repurchase of 2012 Senior Notes
  Other (income) loss
  Income tax expense (benefit)
  Year
    Ended December 31, 2008 Compared with Year Ended
    December 31, 2007
  Net sales
   27




---



##### Table of Contents



Gross profit
    Selling, engineering, general and
    administrative
  Intangible amortization expense
 28




---



##### Table of Contents



Asset impairments
  Restructuring charges
  Interest expense
  Other (income) loss
  Income tax expense (benefit)
  Segment
    Results
    Year Ended December 31,2009


2008


2007Amount


Percent of Total


Amount


Percent of Total


Amount


Percent of Total(In thousands)Net sales:Distribution

$
390,911



77.5
%

$
670,740



68.9
%

$
576,602



66.7
%OEM


113,241



22.5



302,228



31.1



287,542



33.3Total

$
504,152



100.0
%

$
972,968



100.0
%

$
864,144



100.0
%   Percent of





Percent of





Percent ofSegment





Segment





SegmentAmount


Net Sales


Amount


Net Sales


Amount


Net SalesOperating income (loss):Distribution

$
36,666



9.4
%

$
57,142



8.5
%

$
58,439



10.1
%OEM


7,074



6.2
%


(3,348
)


(1.1
)%


8,323



2.9Total


43,740







53,794







66,762Corporate


(93,950
)






(63,927
)






(14,937
)Consolidated Operating Income (Loss)

$
(50,210
)





$
(10,133
)





$
51,825    29




---



##### Table of Contents



Distribution
    Segment
          OEM
    Segment
   30




---



##### Table of Contents



Net
    Sales by Groups of Products
    Net Sales by Groups of Products

2009


2008


2007(In thousands)Industrial Wire and Cable

$
187,671


$
293,250


$
312,105Electronic Wire


133,090



381,227



402,146Assembled Wire and Cable Products


167,734



261,313



120,940Fabricated Bare Wire


15,657



37,178



28,953Total

$
504,152


$
972,968


$
864,144    31




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##### Table of Contents



Liquidity
    and Capital Resources
  Debt
    As of December 31,2009


2008(In thousands)Revolving Credit Facility expiring April 2, 2012

$
10,239


$
30,0009.875% Senior Notes due October 1, 2012, including
    unamortized premium of $1,617 and $2,352, respectively


226,597



242,352Capital lease obligations


17



462Total debt

$
236,853


$
272,814     Refinancing
    of 9.875% Senior Notes due October 1, 2012 (the
    2012 Senior Notes) with 9.0% Senior Notes due
    February 15, 2018 (the 2018 Senior
    Notes)
       32




---



##### Table of Contents



Revolving
    Credit Facility
                Current
    and Future Liquidity
   33




---



##### Table of Contents



Cash
    Flow Summary
    As of December 31,2009


2008


2007(In thousands)Net (Loss) Income

$
(67,019
)

$
(28,261
)

$
14,890Non-cash items


88,225



51,804



21,692Changes in working capital assets and liabilities


6,480



92,655



(12,789
)Net cash from operating activities


27,686



116,198



23,793Net cash from investing activities


(3,964
)


(13,799
)


(269,072
)Net cash from financing activities


(32,798
)


(94,535
)


239,398Effects of exchange rate changes on cash and cash equivalents


347



(413
)


24Net increase (decrease) in cash and cash equivalents


(8,729
)


7,451



(5,857
)Cash and equivalents at beginning of year


16,328



8,877



14,734Cash and equivalents at end of year

$
7,599


$
16,328


$
8,877   Operating
    activities
   34




---



##### Table of Contents



year-over-year year-over-year
  Investing
    activities
    Financing
    activities
      Seasonality
   35




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than








AfterTotal


1 Year


1-3 Years


3-5 Years


5 Years(Dollars in thousands)Long-term debt obligations (including current portion and
    interest)(1)

$
297,352


$
22,678


$
274,674


$



$
Capital lease obligations (including interest)


18



15



3







Operating lease obligations


42,347



8,188



13,345



9,578



11,236Purchase obligations


39,283



39,283











Total

$
379,000


$
70,164


$
288,022


$
9,578


$
11,236     (1)
    
    On February 3, 2010, we refinanced the 2012 Senior Notes
    with our 2018 Senior Notes. See Part II, Item 7,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operation  Liquidity and
    Capital Resources  Refinancing of 9.875% Senior
    Notes.        Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Revenue
    Recognition
   36




---



##### Table of Contents



Allowance
    for Uncollectible Accounts
    Inventories
  first-in product-by-product
  Plant
    and Equipment and other Long-Lived Assets
   37




---



##### Table of Contents



Goodwill
    and Other Intangible Assets
     38




---



##### Table of Contents



dollar-for-dollar
   39




---



##### Table of Contents



Income
    Taxes
    New
    Accounting Pronouncements
    Disclosures
    about Derivatives Instruments
    Fair
    Value Measurements and Disclosures
    Postretirement
    Benefit Plan Assets
   40




---



##### Table of Contents



Participating
    Securities
    Variable
    Interest Entity
    ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Commodity Risk. time-to-time,
  Interest Rate Risk.
  Foreign Currency Exchange Rate Risk.
 41




---



##### Table of Contents



ITEM 8.
    Financial
    Statements and Supplementary Data  page F-1.
  ITEM 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(b) 15d-15(e)),
  Managements
    Report on Internal Control over Financial
    Reporting
  Rule 13a-15(d) 15d-15(f).
    Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(d) 15d-15(f)
 42




---



##### Table of Contents



PART III  ITEM 10.
    Directors
    and Executive Officers of the Registrant    
  Code of
    Ethics
    ITEM 11.
    Executive
    Compensation  
  ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    ITEM 13.
    Certain
    Relationships and Related Transactions    
  ITEM 14.
    Principal
    Accountant Fees and Services  
 43




---



##### Table of Contents



PART IV
  ITEM 15
    Exhibits
    and Financial Statement Schedules             44




---



##### Table of Contents



Coleman
    Cable, Inc. and Subsidiaries
  INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31,
    2009
  Report of Independent Registered Public
    Accounting Firm  Deloitte & Touche LLP


F-2Consolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


F-3Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-4Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


F-5Consolidated Statements of Changes in
    Shareholders Equity for the Years Ended December 31,
    2009, 2008 and 2007


F-6Notes to Consolidated Financial Statements


F-7    F-1




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board
    of Directors and Shareholders of Coleman Cable, Inc.
    Internal Control  Integrated Framework
        Internal Control  Integrated
    Framework
  DELOITTE &
    TOUCHE LLP
     F-2




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2009


2008


2007(Thousands, except per share data)NET SALES

$
504,152


$
972,968


$
864,144COST OF GOODS SOLD


428,485



879,367



759,551GROSS PROFIT


75,667



93,601



104,593SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES


40,821



52,227



44,258INTANGIBLE ASSET AMORTIZATION


8,827



12,006



7,636ASSET IMPAIRMENTS


70,761



29,276



RESTRUCTURING CHARGES


5,468



10,225



874OPERATING INCOME (LOSS)


(50,210
)


(10,133
)


51,825INTEREST EXPENSE


25,323



29,656



27,519GAIN ON REPURCHASE OF SENIOR NOTES


(3,285
)






OTHER (INCOME) LOSS, NET


(1,195
)


2,181



41INCOME (LOSS) BEFORE INCOME TAXES


(71,053
)


(41,970
)


24,265INCOME TAX EXPENSE (BENEFIT)


(4,034
)


(13,709
)


9,375NET INCOME (LOSS)

$
(67,019
)

$
(28,261
)

$
14,890EARNINGS (LOSS) PER COMMON SHARE DATANET INCOME (LOSS) PER SHAREBasic

$
(3.99
)

$
(1.68
)

$
0.89Diluted


(3.99
)


(1.68
)


0.88WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGBasic


16,809



16,787



16,787Diluted


16,809



16,787



16,826    F-3




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  December 31,2009


2008(Thousands except per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
7,599


$
16,328Accounts receivable, net of allowances of $2,565 and $3,020,
    respectively


86,393



97,038Inventories


66,222



73,368Deferred income taxes


3,129



4,202Assets held for sale


3,624



3,535Prepaid expenses and other current assets


5,959



10,688Total current assets


172,926



205,159PROPERTY, PLANT AND EQUIPMENT:Land


1,179



1,675Buildings and leasehold improvements


13,131



14,915Machinery, fixtures and equipment


91,815



93,675106,125



110,265Less accumulated depreciation and amortization


(57,190
)


(50,098
)Construction in progress


1,731



1,276Property, plant and equipment, net


50,666



61,443GOODWILL


29,064



98,354INTANGIBLE ASSETS


30,584



39,385DEFERRED INCOME TAXES


434



OTHER ASSETS


6,433



7,625TOTAL ASSETS

$
290,107


$
411,966LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
14


$
30,445Accounts payable


17,693



27,408Accrued liabilities


23,980



31,191Total current liabilities


41,687



89,044LONG-TERM DEBT


236,839



242,369LONG-TERM LIABILITIES


3,823



4,046DEFERRED INCOME TAXES


2,498



7,088COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Common stock, par value $0.001; 75,000 shares authorized;
    16,809 and 16,787 shares issued and outstanding on
    December 31, 2009 and 2008


17



17Additional paid-in capital


88,475



86,135Accumulated deficit


(82,987
)


(15,968
)Accumulated other comprehensive loss


(245
)


(765
)Total shareholders equity


5,260



69,419TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
290,107


$
411,966    F-4




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2009


2008


2007(Thousands)CASH FLOW FROM OPERATING ACTIVITIES:Net income (loss)

$
(67,019
)

$
(28,261
)

$
14,890Adjustments to reconcile net income (loss) to net cash flow from
    operating activities:Depreciation and amortization


23,331



30,015



21,662Stock-based compensation


2,340



2,426



3,739Inventory theft insurance receivable allowance






1,588



Foreign currency transaction loss (gain)


(1,195
)


2,250



Provision for inventories






4,800



Asset impairments


70,761



29,276



Deferred taxes


(4,211
)


(15,164
)


(3,689
)(Gain) loss on disposal of fixed assets


484



284



(20
)Gain on repurchase of senior notes


(3,285
)






Changes in operating assets and liabilities (net of
    acquisitions):Accounts receivable


10,162



60,065



(4,606
)Inventories


6,953



58,224



(2,894
)Prepaid expenses and other assets


5,177



(4,055
)


(4,967
)Accounts payable


(9,672
)


(19,862
)


(6,377
)Accrued liabilities


(6,140
)


(5,388
)


6,055Net cash flow from operating activities


27,686



116,198



23,793CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(4,087
)


(13,266
)


(6,010
)Acquisition of businesses, net of cash acquired






(708
)


(263,138
)Proceeds from the disposal of fixed assets


123



175



17Proceeds from sale of investment










59Net cash flow from investing activities


(3,964
)


(13,799
)


(269,072
)CASH FLOW FROM FINANCING ACTIVITIES:Borrowings under revolving loan facilities to fund acquisitions,
    including issuance costs










127,080Net borrowings (repayments) under revolving loan facilities


(19,761
)


(93,438
)


(5,450
)Debt amendment fee


(1,012
)






Proceeds of issuance of common stock, net of issuance costs










(451
)Issuance of senior notes, net of issuance costs










119,352Repayment of long-term debt


(12,025
)


(1,097
)


(1,133
)Net cash flow from financing activities


(32,798
)


(94,535
)


239,398Effect of exchange rate changes on cash and cash equivalents


347



(413
)


24INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(8,729
)


7,451



(5,857
)CASH AND CASH EQUIVALENTS  Beginning of year


16,328



8,877



14,734CASH AND CASH EQUIVALENTS  End of year

$
7,599


$
16,328


$
8,877NONCASH ACTIVITYCapital lease obligation

$



$
135


$
50Unpaid capital expenditures


162



135



1,453SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid (refunded)

$
(4,256
)

$
4,848


$
18,709Cash interest paid


24,380



29,059



23,220    F-5




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  Retained


AccumulatedCommon





Additional


Earnings


OtherStock


Common


Paid-in


(Accumulated


ComprehensiveOutstanding


Stock


Capital


Deficit)


Income (Loss)


Total(Thousands)BALANCE  December 31, 2006


16,787


$
17


$
80,421


$
(2,597
)

$



$
77,841Comprehensive incomeNet income














14,890







14,890Cumulative translation, net of tax benefit of $35

















$
(48
)


(48
)Total Comprehensive Income






















14,842Common stock issuance costs










(451
)










(451
)Stock-based compensation










3,739











3,739BALANCE  December 31, 2007


16,787



17



83,709



12,293



(48
)


95,971Comprehensive incomeNet loss














(28,261
)






(28,261
)Cumulative translation, net of tax benefit of $429


















(580
)


(580
)Derivative losses, net of tax benefit of $90


















(137
)


(137
)Total Comprehensive Loss






















(28,978
)Stock-based compensation










2,426











2,426BALANCE  December 31, 2008


16,787



17



86,135



(15,968
)


(765
)


69,419Stock awards


22



















Comprehensive incomeNet loss














(67,019
)






(67,019
)Cumulative translation, net of tax provision of $129


















251



251Derivative gains, net of tax provision of $90


















137



137Pension adjustments, net of tax provision of $81


















132



132Total Comprehensive Loss






















(66,499
)Stock-based compensation










2,340











2,340BALANCE  December 31, 2009


16,809


$
17


$
88,475


$
(82,987
)

$
(245
)

$
5,260    F-6




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Thousands, except per share data)
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Nature
    of Operations, Principles of Consolidation and Basis of
    Presentation
        Accounting
    Estimates
    2009


2008


2007Balance  January 1

$
3,020


$
4,601


$
2,092Provisions


221



2,973



625Acquisition and purchase accounting adjustments






(65
)


2,944Write-offs and credit allowances, net of recovery


(715
)


(4,348
)


(1,060
)Foreign currency translation adjustment


39



(141
)


Balance  December 31

$
2,565


$
3,020


$
4,601   Revenue
    Recognition
   F-7




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cost
    of Goods Sold
    Foreign
    Currency Translation
    Cash
    and Cash Equivalents
    Inventories
  first-in,
  Assets
    Held for Sale
    Property,
    Plant and Equipment
    Goodwill
    and Other Intangible Assets
   F-8




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impairment
    of Long-Lived Assets
    Income
    Taxes
        Derivative
    and Other Financial Instruments, and Concentrations of Credit
    Risk
  time-to-time,
 F-9




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Stock-based
    Compensation
    Earnings
    per Common Share
    New
    Accounting Pronouncements
    Disclosures
    about Derivatives Instruments
    Fair
    Value Measurements and Disclosures
   F-10




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Postretirement
    Benefit Plan Assets
    Participating
    Securities
    Variable
    Interest Entity
    2.
    ACQUISITIONS  Copperfield,
    LLC
     F-11




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Woods
    Industries
    Purchase
    Price Allocations
      Copperfield


Woods


TotalCash and cash equivalents

$
639


$
4,884


$
5,523Accounts receivable


61,592



30,801



92,393Inventories


41,601



27,231



68,832Prepaid expenses and other current assets


832



2,887



3,719Property, Plant and equipment


62,656



1,548



64,204Intangible assets


64,400



1,400



65,800Goodwill


43,733



5,932



49,665Other assets


607







607Total assets acquired


276,060



74,683



350,743Current liabilities


(36,806
)


(20,719
)


(57,525
)Long-term liabilities


(42
)






(42
)Deferred income taxes


(23,763
)


(161
)


(23,924
)Total liabilities assumed


(60,611
)


(20,880
)


(81,491
)Net assets acquired

$
215,449


$
53,803


$
269,252  F-12




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageAmortization Period


Copperfield


Woods


TotalCustomer relationships


4


$
55,600


$
900


$
56,500Trademarks and trade names


11



7,800



500



8,300Non-competition agreements


2



1,000







1,000Total intangible assets





$
64,400


$
1,400


$
65,800     Unaudited
    Selected Pro Forma Financial Information
    2007Net sales

$
1,142,266Net income

$
7,094Earnings per share:Basic

$
0.42Diluted

$
0.42  F-13




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    GOODWILL,
    INTANGIBLE ASSETS AND ASSET IMPAIRMENTS  Goodwill
    Distribution


OEMSegment


Segment


TotalBalance as of January 1, 2008

$
96,736


$
11,725


$
108,461Purchase accounting adjustments  2007 Acquisitions


1,763







1,763Impairment losses






(11,725
)


(11,725
)Foreign currency translation adjustments


(145
)






(145
)Balance as of January 1, 2009

$
98,354


$



$
98,354Impairment losses


(69,498
)






(69,498
)Foreign currency translation adjustments


208







208Balance as of December 31, 2009

$
29,064


$



$
29,064          F-14




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    dollar-for-dollar
       F-15




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Intangible
    Assets
    Weighted


2009


2008Average


Gross





Net


Gross








NetAmortization


Carrying


Accumulated


Carrying


Carrying


Impairment


Accumulated


CarryingPeriod


Amount


Amortization


Amount


Amount


Losses


Amortization


AmountCustomer relationships


4


$
56,500


$
(33,140
)

$
23,360


$
56,500


$
(6,754
)

$
(18,291
)

$
31,455Trademarks and trade names


11



8,350



(1,201
)


7,149



8,350







(795
)


7,555Non-competition agreements


2



1,000



(925
)


75



1,000







(625
)


375Total


5


$
65,850


$
(35,266
)

$
30,584


$
65,850


$
(6,754
)

$
(19,711
)

$
39,385    F-16




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
6,8262011


5,4252012


4,3162013


3,4562014


2,768   Asset
    Impairments
    2009


2008Machinery and equipment

$



$
10,216Intangible assets






6,754Goodwill


69,498



11,725Assets held for sale


1,263



581Total

$
70,761


$
29,276     4.
    RESTRUCTURING
    AND INTEGRATION ACTIVITIES     F-17




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Employee


Lease


Equipment


OtherSeverance


Termination


Relocation


ClosingCosts


Costs


Costs


Costs


TotalRestructuring ActivitiesBALANCE  December 31, 2007

$
385


$



$



$



$
385Provision


445



3,358



4,039



2,383



10,225Purchase accounting adjustments


740



2,802







132



3,674Uses


(1,545
)


(1,193
)


(4,039
)


(2,491
)


(9,268
)BALANCE  December 31, 2008

$
25


$
4,967


$



$
24


$
5,016Provision


650



2,201



360



2,257



5,468Uses


(652
)


(2,806
)


(360
)


(2,281
)


(6,099
)BALANCE  December 31, 2009

$
23


$
4,362


$



$



$
4,385    F-18




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    INVENTORIES    December 31,2009


2008FIFO cost:Raw materials

$
20,962


$
14,628Work in progress


3,807



2,038Finished products


41,453



56,702Total

$
66,222


$
73,368   6.
    ACCRUED
    LIABILITIES    December 31,2009


2008Salaries, wages and employee benefits

$
3,113


$
3,289Sales incentives


8,302



10,416Interest


5,824



5,988Other


6,741



11,498Total

$
23,980


$
31,191   7.
    DEBT    December 31,2009


2008Revolving credit facility expiring April 2, 2012

$
10,239


$
30,0009.875% Senior notes due October 1, 2012, including
    unamortized premium of $1,617 and $2,352, respectively


226,597



242,352Capital lease obligations


17



462236,853



272,814Less current portion


(14
)


(30,445
)Total long-term debt

$
236,839


$
242,369   Subsequent
    Event  Refinancing of 9.875% Senior Notes
    (2012 Senior Notes)
   F-19




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Senior
    Secured Revolving Credit Facility
         F-20




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2012
    Senior Notes
        2010


142011


32012


224,9802013


Subsequent to 2013


Total debt maturities


224,996Revolving Credit Facility


10,239Unamortized premium on long-term debt


1,617Total debt

$
236,853    F-21




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Debt
    Issue Costs
    8.
    INCOME
    TAXES    2009


2008


2007Income (loss) before income taxesU.S.

$
(75,894
)

$
(45,358
)

$
23,367Foreign


4,841



3,388



898Total

$
(71,053
)

$
(41,970
)

$
24,265     2009


2008


2007Current tax expense

$
177


$
1,453


$
13,064Deferred income tax expense (benefit)


(4,211
)


(15,164
)


(3,689
)Total income tax expense (benefit)

$
(4,034
)

$
(13,709
)

$
9,375    F-22




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Deferred tax assets:Reserves not deducted for tax:Allowances for uncollectible accounts

$
(453
)

$
(537
)Legal reserves


(151
)


(216
)Employee benefits






(372
)Insurance receivable


(601
)


(613
)Other


(2,289
)


(3,273
)Tax credits


(1,652
)


(1,488
)Inventories


(1,459
)


(1,266
)Stock-based compensation


(3,551
)


(2,741
)Deferred tax liabilities:Depreciation and amortization


8,266



12,734Other


825



658Net deferred tax liability (asset)

$
(1,065
)

$
2,886     2009


2008


2007Income taxes (benefit) at federal statutory rate

$
(24,868
)

$
(14,698
)

$
8,487Increase (decrease) in income taxes resulting from:Nondeductible goodwill impairments


20,846



3,345



Change in state tax rates


(121
)


(851
)


State tax benefit (net of federal tax effect)


(393
)


(918
)


1,331Other


502



(587
)


(443
)Income taxes

$
(4,034
)

$
(13,709
)

$
9,375   non-U.S. subsidiaries.
 F-23




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    COMMITMENTS
    AND CONTINGENCIES  Capital
    and Operating Leases
    Capital


OperatingLeases


Leases2010


15



8,1882011


3



6,7622012






6,5832013






5,3042014






4,274After 2014






11,236Total

$
18


$
42,347Less: Amounts representing interest


1Present value of future minimum lease payments


17Less: Current obligations under capital leases


14Long-term obligations under capital leases

$
3     Legal
    Matters
       F-24




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Self-Insurance
    Tax
    Matters Agreement
      10.
    DERIVATIVES  time-to-time,
   F-25




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Loss Recognized

Location of LossDerivatives Not Accounted for as Hedges Under the Accounting
    Rules

in Income

Recognized in IncomeCopper commodity contracts:Twelve months ended December 31, 2009


1,726


Cost of goods sold     11.
    EARNINGS
    PER SHARE      Years Ended December 31,2009


2008


2007Basic weighted average shares outstanding


16,809



16,787



16,786Dilutive effect of share-based awards










40Diluted weighted average shares outstanding


16,809



16,787



16,826    F-26




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    STOCK-BASED
    COMPENSATION  Stock-Based
    Compensation
    Stock
    Options
    2009

2008

2007Fair value of options at grant date (per share)

$
2.59


$
4.38


$
11.67Dividend yield


0
%


0
%


0
%Expected volatility


83
%


51
%


45
%Risk-free interest rate


1.96
%


3.56
%


4.70
%Expected term of options


6 years



6 years



6 years    F-27




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageWeighted-Average


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Terms


ValueOutstanding on January 1, 2009


1,029


$
14.12



8.1



Granted


290


$
3.99



9.1Exercised






Forfeited or expired


(19
)


14.30Outstanding on December 31, 2009


1,300


$
11.86



7.5



At December 31, 2009:Vested or expected to vest


1,264


$
12.03







Exercisable














     Stock
    Awards
      Weighted-AverageGrant-DateShares


Fair ValueNonvested at January 1, 2009


67


$
8.41Granted


326



3.99Vested


(22
)


8.41Nonvested at December 31, 2009


371


$
4.52   13.
    RELATED
    PARTIES     F-28




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    INVENTORY
    THEFT    15.
    BENEFIT
    PLANS  Employee
    Savings Plan
    Riblet
    Pension Plan
   F-29




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Plan
    benefit costs and funded status
    Year Ended December 31,Components of Net Periodic Benefit Cost:

2009


2008Service Cost


N/A



N/AInterest cost

$
65


$
76Expected return on plan assets


(37
)


(41
)Recognized net actuarial loss






50Net periodic benefit cost

$
28


$
85     December 31,2009


2008Change in benefit obligation:Beginning balance

$
1,190


$
1,192Interest cost


65



76Actuarial (gain)/loss


82



Benefits paid


(76
)


(78
)Ending balance

$
1,261


$
1,190Change in plan assets:Beginning balance

$
267


$
363Actual return on plan assets


332



(25
)Employer contribution


968



8Benefits paid


(77
)


(79
)Ending balance

$
1,490


$
267Funded status:

$
229


$
(923
)     Year Ended December 31,2009

2008Amounts recognized in other comprehensive loss and in
    accumulated other comprehensive loss:Net loss (gain), net of tax provision of $81

$
(132
)

$
  F-30




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assumptions
    December 31,2009

2008Discount rate


5.50
%


6.25
%Rate of compensation increases


N/A



N/A     December 31,2009

2008Discount rate


5.72
%


6.25
%Expected return on plan assets


5.72
%


5.72
%Rate of compensation increase


N/A



N/A     Plan
    Assets
      December 31,2009


2008Plan Asset Composition:Cash, real estate and other


12
%


100
%Equity securities


44
%


Fixed-income securities


44
%


Total


100
%


100
%       F-31




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Total


Level 1


Level 2


Level 3Cash, real estate and other

$
185


$
97


$
88


$
Equity securities


654







436



218Fixed-income securities


651







651



Total

$
1,490


$
97


$
1,175


$
218       Pension Benefits:Employer Contributions:Fiscal 2010 (expected)

$
Expected benefit payments:Fiscal 2010

$
97Fiscal 2011


108Fiscal 2012


100Fiscal 2013


94Fiscal 2014


87Fiscal
    2015-2019


330Total benefit payments


816   16.
    BUSINESS
    SEGMENT INFORMATION     F-32




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    End Markets

Principal Products

Applications

CustomersDistribution SegmentRetail Distribution

Extension cords, trouble lights, battery booster cables, battery
    cables and accessories, surge and strip and electronic cable
    products

Wide variety of consumer applications

National and regional mass merchandisers, home centers, hardware
    distributors, warehouse clubs and other consumer retailersElectrical Distribution

Industrial power, electronic and communication cables, low
    voltage wire and assembled products

Construction and industrial MRO applications

Buying groups, national chains and independent distributorsWire and Cable Distribution

Industrial power, electronic and communication cables and low
    voltage wire

Construction and industrial MRO applications

Independent distributorsIndustrial Distribution

Extension cords, ground fault circuit interrupters, industrial
    cord reels, custom cords, trouble lights, portable halogen
    lights and electrical/electronic cables

Various commercial construction and industrial applications

Specialty, tool and fastener distributors; MRO/industrial
    catalog houses and retail/general construction supply housesIrrigation, sprinkler and polyethylene golf course cables

Commercial and residential sprinkler systems, low voltage
    lighting applications and well pumps

Turf and landscape, golf course and submersible pump distributorsOEM SegmentOEM

Custom cables and specialty copper products

Various applications across various OEM businesses

OEMs    F-33




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007(In thousands)Net sales:Distribution

$
390,911


$
670,740


$
576,602OEM


113,241



302,228



287,542Total

$
504,152


$
972,968


$
864,144Operating income (loss):Distribution

$
36,666


$
57,142


$
58,439OEM


7,074



(3,348
)


8,323Total


43,740



53,794



66,762Corporate


(93,950
)


(63,927
)


(14,937
)Consolidated operating income

$
(50,210
)

$
(10,133
)

$
51,825     Net Sales by Groups of Products

2009


2008


2007(In thousands)Industrial Wire and Cable

$
187,671


$
293,250


$
312,105Electronic Wire


133,090



381,227



402,146Assembled Wire and Cable Products


167,734



261,313



120,940Fabricated Bare Wire


15,657



37,178



28,953Total

$
504,152


$
972,968


$
864,144   long-lived
  17.
    SUPPLEMENTAL
    GUARANTOR INFORMATION   F-34




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
    2009
  Guarantor


Non GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalNet sales

$
467,602


$



$
36,550


$



$
504,152Cost of goods sold


400,575







27,910







428,485Gross profit


67,027







8,640







75,667Selling, engineering, general and administrative expenses


36,315







4,506







40,821Intangible amortization


8,724







103







8,827Asset impairments


70,761















70,761Restructuring charges


5,405







63







5,468Operating income (loss)


(54,178
)






3,968







(50,210
)Interest expense


25,004







319







25,323Gain on repurchase of Senior Notes


(3,285
)














(3,285
)Other income, net


(3
)






(1,192
)






(1,195
)Income (loss) before income taxes


(75,894
)






4,841







(71,053
)Income tax expense (benefit)


(5,988
)






1,954







(4,034
)Income from subsidiaries


2,887











(2,887
)


Net income (loss)

$
(67,019
)

$



$
2,887


$
(2,887
)

$
(67,019
)   CONSOLIDATING
    STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
    2008
  Guarantor


Non GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalNet sales

$
930,492


$



$
42,476


$



$
972,968Cost of goods sold


847,364







32,003







879,367Gross profit


83,128







10,473







93,601Selling, engineering, general and administrative expenses


47,828



(2
)


4,401







52,227Intangible amortization


11,901







105







12,006Asset impairments


29,276















29,276Restructuring charges


10,215







10







10,225Operating income (loss)


(16,092
)


2



5,957







(10,133
)Interest expense


29,362







294







29,656Other (income) loss, net


(69
)






2,250







2,181Income (loss) before income taxes


(45,385
)


2



3,413







(41,970
)Income tax expense (benefit)


(14,681
)






972







(13,709
)Income from subsidiaries


2,443











(2,443
)


Net income (loss)

$
(28,261
)

$
2


$
2,441


$
(2,443
)

$
(28,261
)  F-35




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
    2007
  Guarantor


Non GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalNet sales

$
860,749


$



$
3,395


$



$
864,144Cost of goods sold


757,581







1,970







759,551Gross profit


103,168







1,425







104,593Selling, engineering, general and administrative expenses


43,782







476







44,258Intangible amortization


7,627







9







7,636Restructuring charges


874















874Operating income


50,885







940







51,825Interest expense


27,476







43







27,519Other (income) loss, net


42







(1
)






41Income before income taxes


23,367







898







24,265Income tax expense


9,126







249







9,375Income from subsidiaries


649











(649
)


Net income

$
14,890


$



$
649


$
(649
)

$
14,890  F-36




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET AS OF DECEMBER 31, 2009
  Guarantor


Non GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalASSETSCURRENT ASSETS:Cash and cash equivalents

$
4,018


$
57


$
3,524


$



$
7,599Accounts receivable, net of allowances


78,904







7,489







86,393Intercompany receivable


2,674











(2,674
)


Inventories


61,277







4,945







66,222Deferred income taxes


2,770







359







3,129Assets held for sale


3,624















3,624Prepaid expenses and other current assets


4,499



12



1,448







5,959Total current assets


157,766



69



17,765



(2,674
)


172,926PROPERTY, PLANT AND EQUIPMENT, NET


50,272







394







50,666GOODWILL


27,598







1,466







29,064INTANGIBLE ASSETS


30,440







144







30,584DEFERRED INCOME TAXES










434







434OTHER ASSETS


10,785







6



(4,358
)


6,433INVESTMENT IN SUBSIDIARIES


6,581











(6,581
)


TOTAL ASSETS

$
283,442


$
69


$
20,209


$
(13,613
)

$
290,107LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
14


$



$



$



$
14Accounts payable


15,106







2,587







17,693Intercompany payable






56



2,618



(2,674
)


Accrued liabilities


19,988



13



3,979







23,980Total current liabilities


35,108



69



9,184



(2,674
)


41,687LONG-TERM DEBT


236,839















236,839LONG-TERM LIABILITIES


3,823







4,358



(4,358
)


3,823DEFERRED INCOME TAXES


2,412







86







2,498Common stock


17















17Additional paid in capital


88,475







1,000



(1,000
)


88,475Accumulated other comprehensive loss


(245
)






(345
)


345



(245
)Retained earnings (accumulated deficit)


(82,987
)






5,926



(5,926
)


(82,987
)Total shareholders equity


5,260







6,581



(6,581
)


5,260TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
283,442


$
69


$
20,209


$
(13,613
)

$
290,107  F-37




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET AS OF DECEMBER 31, 2008
  Guarantor


Non GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalASSETSCURRENT ASSETS:Cash and cash equivalents

$
12,617


$
49


$
3,662


$



$
16,328Accounts receivable, net of allowances


90,636







6,402







97,038Intercompany receivable


843











(843
)


Inventories


68,002







5,366







73,368Deferred income taxes


4,159







43







4,202Assets held for sale


3,535















3,535Prepaid expenses and other current assets


10,626



9



53







10,688Total current assets


190,418



58



15,526



(843
)


205,159PROPERTY, PLANT AND EQUIPMENT, NET


60,993







450







61,443GOODWILL


97,096







1,258







98,354INTANGIBLE ASSETS


39,164







221







39,385OTHER ASSETS


16,913







70



(9,358
)


7,625INVESTMENT IN SUBSIDIARIES


2,412











(2,412
)


TOTAL ASSETS

$
406,996


$
58


$
17,525


$
(12,613
)

$
411,966LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
30,445


$



$



$



$
30,445Accounts payable


25,265



8



2,135







27,408Intercompany payable






17



801



(818
)


Accrued liabilities


27,957



31



3,203







31,191Total current liabilities


83,667



56



6,139



(818
)


89,044LONG-TERM DEBT


242,369















242,369LONG-TERM LIABILITIES


4,071







9,358



(9,383
)


4,046DEFERRED INCOME TAXES


7,470







(382
)






7,088Common stock


17















17Additional paid in capital


86,135















86,135Accumulated other comprehensive loss


(765
)






(629
)


629



(765
)Retained earnings (accumulated deficit)


(15,968
)


2



3,039



(3,041
)


(15,968
)Total shareholders equity


69,419



2



2,410



(2,412
)


69,419TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
406,996


$
58


$
17,525


$
(12,613
)

$
411,966  F-38




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
    2009
  Guarantor


Non-GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income (loss)

$
(67,019
)

$



$
2,887


$
(2,887
)

$
(67,019
)Adjustments to reconcile net income (loss) to net cash flow from
    operating activities:Depreciation and amortization


23,059







272







23,331Asset impairments


70,761















70,761Stock-based compensation


2,340















2,340Foreign currency transaction gain










(1,195
)






(1,195
)Gain on repurchase of Senior Notes


(3,285
)














(3,285
)Deferred tax


(4,621
)






410







(4,211
)Loss on disposal of fixed assets


484















484Equity in consolidated subsidiary


(2,887
)










2,887



Changes in operating assets and liabilities:Accounts receivable


11,732







(1,570
)






10,162Inventories


6,725







228







6,953Prepaid expenses and other assets


6,481



(3
)


(1,301
)






5,177Accounts payable


(10,186
)


(10
)


524







(9,672
)Intercompany accounts


(1,262
)


39



1,223







Accrued liabilities


(8,209
)


(18
)


2,087







(6,140
)Net cash flow from operating activities


24,113



8



3,565







27,686CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(4,037
)






(50
)






(4,087
)Investment in subsidiaries


(1,000
)






1,000







Proceeds from the disposal of fixed assets


123















123Net cash flow from investing activities


(4,914
)






950







(3,964
)CASH FLOW FROM FINANCING ACTIVITIES:Net repayments under revolving loan facilities


(19,761
)














(19,761
)Debt amendment fee


(1,012
)














(1,012
)Repayment of long-term debt


(7,025
)






(5,000
)






(12,025
)Net cash flow from financing activities


(27,798
)






(5,000
)






(32,798
)Effect of exchange rate changes on cash and cash equivalents










347







347INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(8,599
)


8



(138
)






(8,729
)CASH AND CASH EQUIVALENTS 
    Beginning of year


12,617



49



3,662







16,328CASH AND CASH EQUIVALENTS End of year

$
4,018


$
57


$
3,524


$



$
7,599NONCASH ACTIVITYCapital lease obligations

$



$



$



$



$
Unpaid capital expenditures


162















162  F-39




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
    2008
  Guarantor


Non-GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income (loss)

$
(28,261
)

$
2


$
2,441


$
(2,443
)

$
(28,261
)Adjustments to reconcile net income (loss) to net cash flow from
    operating activities:Depreciation and amortization


29,773







242







30,015Asset impairments


29,276















29,276Stock-based compensation


2,426















2,426Inventory theft insurance receivable allowance


1,588















1,588Foreign currency transaction loss










2,250







2,250Provision for inventories


4,800















4,800Deferred tax


(16,448
)






1,284







(15,164
)Loss on disposal of fixed assets


228







56







284Equity in consolidated subsidiary


(2,443
)










2,443



Changes in operating assets and liabilities:Accounts receivable


61,493







(1,428
)






60,065Inventories


58,747







(523
)






58,224Prepaid expenses and other assets


(3,764
)


(9
)


(282
)






(4,055
)Accounts payable


(20,498
)


(11
)


647







(19,862
)Intercompany accounts


3,509



43



(3,552
)






Accrued liabilities


(3,771
)


23



(1,640
)






(5,388
)Net cash flow from operating activities


116,655



48



(505
)






116,198CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(12,805
)






(461
)






(13,266
)Acquisition of businesses, net cash acquired


(708
)














(708
)Proceeds from the disposal of fixed assets


175















175Net cash flow from investing activities


(13,338
)






(461
)






(13,799
)CASH FLOW FROM FINANCING ACTIVITIES:Net repayments under revolving loan facilities


(93,438
)














(93,438
)Repayment of long-term debt


(1,097
)














(1,097
)Net cash flow from financing activities


(94,535
)














(94,535
)Effect of exchange rate changes on cash and cash equivalents










(413
)






(413
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


8,782



48



(1,379
)






7,451CASH AND CASH EQUIVALENTS  Beginning of year


3,835



1



5,041







8,877CASH AND CASH EQUIVALENTS End of year

$
12,617


$
49


$
3,662


$



$
16,328NONCASH ACTIVITYCapital lease obligations

$
135


$



$



$



$
135Unpaid capital expenditures


135















135  F-40




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
    2007
  Guarantor


Non-GuarantorParent


Subsidiary


Subsidiary


Eliminations


TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income

$
14,890


$



$
649


$
(649
)

$
14,890Adjustments to reconcile net income (loss) to net cash flow from
    operating activities:Depreciation and amortization


21,659







3







21,662Stock-based compensation


3,739















3,739Deferred tax


(3,689
)














(3,689
)Gain on disposal of fixed assets


(20
)














(20
)Equity in consolidated subsidiary


(649
)










649



Changes in operating assets and liabilities:Accounts receivable


(6,196
)






1,590







(4,606
)Inventories


(3,628
)






735







(2,894
)Prepaid expenses and other assets


(4,799
)






(168
)






(4,967
)Accounts payable


(5,819
)


2



(560
)






(6,377
)Intercompany accounts


1,438



24



(1,462
)






Accrued liabilities


6,617



(30
)


(532
)






6,055Net cash flow from operating activities


23,543



(4
)


255







23,793CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(5,987
)






(23
)






(6,010
)Acquisition of businesses, net cash acquired


(267,924
)






4,785







(263,138
)Proceeds from the disposal of fixed assets


17















17Proceeds from sale of investment


59















59Net cash flow from investing activities


(273,835
)






4,762







(269,072
)CASH FLOW FROM FINANCING ACTIVITIES:Net borrowings under revolving loan facilities


121,630















121,630Proceeds of issuance of common stock, net


(451
)














(451
)Repayment of long-term debt


(1,133
)














(1,133
)Issuance of senior notes, net of issuance costs


119,352















119,352Net cash flow from financing activities


239,398















239,398Effect of exchange rate changes on cash and cash equivalents










24







24INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(10,894
)


(4
)


5,041







(5,857
)CASH AND CASH EQUIVALENTS Beginning of year


14,729



5











14,734CASH AND CASH EQUIVALENTS End of year

$
3,835


$
1


$
5,041


$



$
8,877NONCASH ACTIVITYCapital lease obligations

$
50


$



$



$



$
50Unpaid capital expenditures


1,453















1,453  F-41




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    QUARTERLY
    RESULTS (UNAUDITED)  First


Second


Third


Fourth


Total2009


2008


2009


2008


2009


2008


2009


2008


2009


2008Total Net Sales

$
117,322


$
252,483


$
112,932


$
267,578


$
133,795


$
270,712


$
140,103


$
182,195


$
504,152


$
972,968Gross Profit


16,548



28,849



17,010



28,292



20,320



29,898



21,789



6,562



75,667



93,601Total Operating Income (Loss)


(66,896
)


13,250



3,404



8,871



6,341



10,045



6,941



(42,299
)


(50,210
)


(10,133
)Total Net Income (Loss)


(64,770
)


3,258



300



843



784



1,737



(3,333
)


(34,099
)


(67,019
)


(28,261
)Net Income (Loss) Per ShareBasic


(3.85
)


0.19



0.02



0.05



0.05



0.10



(0.20
)


(2.03
)


(3.99
)


(1.68
)Diluted


(3.85
)


0.19



0.02



0.05



0.05



0.10



(0.20
)


(2.03
)


(3.99
)


(1.68
)         out-of-period
  19.
    SUBSEQUENT
    EVENTS   F-42




---



##### Table of Contents



SIGNATURES
    
  By
    /s/  G.
    Gary Yetman     POWER OF
    ATTORNEY
  Form 10-K Form 10-K
    /s/  G.
    Gary YetmanG.
    Gary Yetman

Director, President and Chief Executive Officer/s/  Richard
    N. BurgerRichard
    N. Burger

Executive Vice President, Chief Financial Officer,
    Secretary and Treasurer (Principal Financial and
    Accounting Officer)/s/  David
    BistricerDavid
    Bistricer

Director/s/  Nachum
    SteinNachum
    Stein

Director/s/  Shmuel
    D. LevinsonShmuel
    D. Levinson

Director/s/  James
    G. LondonJames
    G. London

Director/s/  Denis
    SpringerDenis
    Springer

Director/s/  Isaac
    NeubergerIsaac
    Neuberger

Director/s/  Harmon
    SpolanHarmon
    Spolan

Director/s/  Dennis
    MartinDennis
    Martin

Director  S-1




---



##### Table of Contents



Index to
    Exhibits
  1
.0



Purchase Agreement dated January 26, 2010 by and among
    Coleman Cable, Inc., certain subsidiary guarantors and the
    initial purchasers of the Notes.3
.1



Certificate of Incorporation of Coleman Cable, Inc., as filed
    with the Delaware Secretary of State on October 10, 2006,
    incorporated herein by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.3
.2



Amended and Restated By-Laws of Coleman Cable, Inc.,
    incorporated herein by reference to our Current Report on
    Form 8-K
    as filed on May 5, 2008.4
.1



Registration Rights Agreement dated September 28, 2004
    between Coleman Cable, Inc. and Wachovia Capital Markets, LLC,
    as Initial Purchaser under the Purchase Agreement, incorporated
    herein by reference to our
    Form S-4
    filed on April 26, 2005.4
.2



Registration Rights Agreement, dated October 11, 2006
    between Coleman Cable, Inc. and Friedman, Billings,
    Ramsey & Co., Inc., incorporated herein by reference
    to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.4
.3



Registration Rights Agreement dated as of February 3, 2010
    among Coleman Cable, the guarantors from time to time party
    thereto and the initial purchasers of the Notes, incorporated
    herein by reference to our Current Report on
    Form 8-K
    filed on February 3, 2010.4
.4



Indenture dated as of September 28, 2004 among Coleman
    Cable, Inc., the Note Guarantors from time to time party thereto
    and Deutsche Bank Trust Company Americas, as Trustee,
    incorporated herein by reference to our
    Form S-4
    filed on April 26, 2005.4
.5



Supplemental Indenture dated February 3, 2010 among Coleman
    Cable, the guarantors from time to time party thereto and
    Deutsche Bank National Trust Company, as Trustee,
    incorporated herein by reference to our Current Report on
    Form 8-K
    filed on February 3, 2010.4
.6



Indenture dated as of February 3, 2010 among Coleman Cable,
    the guarantors from time to time party thereto and Deutsche Bank
    Trust Company Americas, as trustee (including the Form of
    9% Senior Note due 2018 attached as Exhibit A
    thereto), incorporated herein by reference to our Current Report
    on
    Form 8-K
    filed on February 3, 2010.4
.7



Shareholders Agreement, dated October 11, 2006 between
    Coleman Cable, Inc. and its Existing Holders, incorporated
    herein by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.10
.1



Amended and Restated Credit Agreement dated as of April 2,
    2007 among Coleman Cable, Inc., certain of its Subsidiaries, the
    Lenders named therein, and Wachovia Bank, National Association,
    as administration agent, incorporated herein by reference to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2007.10
.2



First Amendment to Amended and Restated Credit Agreement dated
    as of November 1, 2007 by and among Coleman Cable, Inc.,
    certain of its Subsidiaries, the Lenders named therein, and
    Wachovia Bank, National Association, as administrative agent,
    incorporated herein by reference to our
    Form 8-K
    filed on November 2, 2007.10
.3



Second Amendment to Amended and Restated Credit Agreement, dated
    as of June 18, 2009, by and among Coleman Cable, Inc., the
    Subsidiaries that are signatories thereto, and the lenders that
    are signatories thereto, incorporated herein by reference to our
    Current Report on
    Form 8-K
    as filed on June 18, 2009.10
.4



Third Amendment to Amended and Restated Credit Agreement, dated
    as of January 19, 2010, by and among Coleman Cable, Inc.,
    the Subsidiaries that are signatories thereto, and the lenders
    that are signatories thereto, incorporated herein by reference
    to our Current Report on
    Form 8-K
    as filed on June 18, 2009.10
.5



Lease dated as of September 11, 2003, by and between
    Panattoni Development Company, LLC and Coleman Cable, Inc., as
    subsequently assumed by HQ2 Properties, LLC pursuant to an
    Assignment and Assumption of Lease, dated as of August 15,
    2005, amended by First Amendment to Lease, dated as of
    August 15, 2005, by and between HQ2 Properties, LLC and
    Coleman Cable, Inc., incorporated herein by reference to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005.*10
.6



Coleman Cable, Inc. Long-Term Incentive Plan, incorporated
    herein by reference to our Definitive 14A Proxy Statement filed
    on April 3, 2008. E-1




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##### Table of Contents



*10
.7



Form of Non-Qualified Stock Option Agreement Under the Coleman
    Cable, Inc. Long-Term Incentive Plan, incorporated herein by
    reference to our
    Form S-1
    filed on November 16, 2006.*10
.8



Form of Restricted Stock Award Agreement under the Coleman
    Cable, Inc. Long-Term Incentive Plan, incorporated herein by
    reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009.10
.9



Indemnification Agreement dated November 13, 2007 by and
    between Morgan Capital LLC and Coleman Cable, Inc., incorporated
    herein by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10
.10



Amended and Restated Employment Agreement, dated as of
    December 29, 2008 by and between Coleman Cable, Inc. and
    Richard N. Burger incorporated herein by reference to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008.*10
.11



Employment Agreement, dated December 29, 2008 between
    Coleman Cable, Inc. and Richard Carr incorporated herein by
    reference to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008.*10
.12



Amended and Restated Employment Agreement, dated as of
    December 30, 2008 by and between Coleman Cable, Inc. and G.
    Gary Yetman incorporated herein by reference to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008.*10
.13



Employment Agreement, dated December 30, 2008 between
    Coleman Cable, Inc. and Mike Frigo incorporated herein by
    reference to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008.*10
.14



Severance Agreement dated as of May 7, 2009 between the
    Company and K. McAllister incorporated herein by reference to
    our
    Form 10-Q
    for the quarter ended March 31, 2009.21
.1



Subsidiaries.23
.1



Consent of Deloitte & Touche LLP.24
.1



Power of Attorney (included on signature page of this filing).31
.1



Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Denotes management contract or compensatory plan or arrangement. E-2