##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2006,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-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
    Common
    shares outstanding as of March 15, 2007 16,786,895
  DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 



TABLE OF
    CONTENTS
  PagePart IItem 1.


Business


1Item 1A.


Risk
    Factors


11Item 1B.


Unresolved Staff
    Comments


16Item 2.


Properties


16Item 3.


Legal
    Proceedings


16Item 4.


Submission of
    Matters to a Vote of Security Holders


17Part IIItem 5.


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


18Item 6.


Selected Financial
    Data


19Item 7.


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


22Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


37Item 8.


Financial
    Statements and Supplementary Data


38Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


38Item 9A.


Controls and
    Procedures


38Item 9B.


Other
    Information


38Part IIIItem 10.


Directors and
    Executive Officers of the Registrant


38Item 11.


Executive
    Compensation


38Item 12.


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


39Item 13.


Certain
    Relationships and Related Transactions


39Item 14.


Principal
    Accountant Fees and Services


39Part IVItem 15.


Exhibits and
    Financial Statement Schedules


39Index to
    Consolidated Financial Statements


F-1Subsidiaries302 Certification of Chief Executive Officer302 Certification of Chief Financial OfficerSection 906 Certifications of CEO and CFO    TRADEMARKS
  ® tm Booster-in-a-Bag ® ® tm ® tm ® ® ® tm ® tm ® ® ® tm ® ® ® ® ® ® ® tm




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##### Table of Contents



PART I
  ITEM 1.
    Business  Cautionary
    Note Regarding Forward-Looking Statements
      
    disruptions in the supply or fluctuations in the price of copper
    and other raw materials;
    increased competition from other wire and cable manufacturers,
    including foreign manufacturers;
    general economic conditions and changes in the demand for our
    products by key customers;
    pricing pressures causing margins to decrease;
    our level of indebtedness;
    the integration of the proposed acquisition of Copperfield, LLC;
    failure to identify, finance or integrate acquisitions; and
    other risks and uncertainties, including those described under
    Risk Factors.    Introduction
     1




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Recent
    Development
  Cable-Copperfield
  Company
    History
  (847) 672-2300.
 2




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Industry
    Overview
      Competitive
    Strengths
    Broad Product Offering.
  Diversified End Markets/Customer Base.
  Leading Market Shares in Multiple Channels.
  Experienced Management Team.
  Strong Brand Recognition.
  Engineering and Design Capabilities.
 3




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Supply Chain Management. put-a-way
  Growth
    Strategy
    Pursue Growth Opportunities in Existing and Complementary
    Markets.
  Selectively Pursue Strategic Acquisitions.
  Manage Cost Structure Through Operating Efficiency and
    Productivity Improvements.
  Expand Product Lines.
  Product
    Overview
    Industrial
    Power Cable
   4




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Electronic
    and Communication Wire and Cable
    Low
    Voltage Cable
    Assembled
    Wire and Cable Products
  Booster-in-a-Bag,
  Fabricated
    Bare Wire Products
    Product
    Development
      End
    Market Overview
   5




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Year Ended December 31,2004


2005


2006(In thousands)Net sales:Electrical/Wire and Cable
    Distributors

$
95,810


$
114,561


$
147,411Specialty Distributors and OEMs


133,457



171,926



219,957Consumer Outlets


56,525



59,694



55,990Total

$
285,792


$
346,181


$
423,358Operating income:Electrical/Wire and Cable
    Distributors

$
9,010


$
13,643


$
23,830Specialty Distributors and OEMs


13,112



14,693



28,096Consumer Outlets


3,399



3,465



3,421Total


25,521



31,801



55,347General corporate


(6,274
)


(4,029
)


(6,787
)Consolidated operating income

$
19,247


$
27,772


$
48,560     Electrical/Wire
    and Cable Distributors
    Electrical
    Distribution
    Wire and
    Cable Distribution
    Specialty
    Distributors and OEMs
  OEM/Government
  design-and-build
 6




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HVAC/R
    Irrigation
    Industrial/Contractor
    Security/Home
    Automation
    Recreation/Transportation
   7




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Copper
    Fabrication
    Consumer
    Outlets
    Retail
    Automotive
  Booster-in-a-Bag
  Competition
   8




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
    strong market presence across multiple end markets;
    highly diversified and stable revenue base;
    flexible operating model;
    successful focus on reducing operating costs;
    proven track record of consistent financial performance; and
    experienced and dedicated management team.  Manufacturing
    and Sourcing
          Sales and
    Marketing
   9




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Raw
    Materials
    Foreign
    Sales and Assets
    Backlog
    and Shipping
  just-in-time
  Patents
    and Trademarks
    Employees
    Regulation
    and Potential Environmental Liability
     10




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##### Table of Contents



Tax
    Audit
    ITEM 1A.
    Risk
    Factors  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.
   11




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Our net
    sales, net income and growth depend largely on the economic
    strength of the markets that we serve, and if these markets
    become weaker, we could suffer decreased sales and net
    income.
    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.
    We have
    significant indebtedness outstanding and may incur additional
    indebtedness that could negatively affect our
    business.
   12




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
    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.    We may
    not have the ability to repurchase our senior notes upon a
    change of control as required by the indenture governing our
    senior notes.
    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.
   13




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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.
    If our
    goodwill or other intangible assets become impaired, we may be
    required to recognize charges that would reduce our
    income.
    We have
    incurred restructuring charges in the past and may 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.
   14




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We may be
    unable to raise additional capital to meet capital expenditure
    needs if our operations do not generate sufficient funds to do
    so.
    We are
    subject to current environmental and other laws and
    regulations.
  clean-up et seq.
  Disruption
    in the importation of our raw materials and products and the
    risks associated with international operations could cause our
    operating results to decline.
    Complying
    with Section 404 of the Sarbanes-Oxley Act of 2002 may
    strain our resources and divert management.
  Form 10-K
  We have
    risks associated with inventory.
   15




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Changes
    in industry standards and regulatory requirements may adversely
    affect our business.
    ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties    ApproximateLocation

Type of Facility

Square Feet


Leased or OwnedTexarkana, Arkansas

Manufacturing, Warehouse


106,700


OwnedGurnee, Illinois

Warehouse


75,000


LeasedNorth Chicago, Illinois

Manufacturing


23,277


LeasedWaukegan, Illinois

Offices


30,175


LeasedWaukegan, Illinois

Manufacturing


212,530


Owned  77,394
    Leased  135,136Waukegan, Illinois

Warehouse


180,000


LeasedEast Longmeadow, Massachusetts

Manufacturing, Warehouse


90,000


LeasedOswego, New York

Manufacturing, Warehouse


115,000


OwnedSiler City, North Carolina*

Closed


86,000


OwnedHayesville, North Carolina

Manufacturing


104,000


Owned     *
    
    On November 14, 2006, we approved a plan to close this
    facility and move its manufacturing operations to other
    facilities.      ITEM 3.
    Legal
    Proceedings     16




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ITEM 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of the Company
  Name

Age

PositionG. Gary Yetman


52


President, Chief Executive Officer
    and DirectorRichard N. Burger


56


Executive Vice President, Chief
    Financial Officer, Secretary and TreasurerJeffrey D. Johnston


51


Senior Vice President, Operations
    and Assistant Secretary   Key
    Employees of the Company
  J. Kurt Hennelly


43


Vice President, Supply ChainKenneth A. McAllister


61


Group Vice President, Specialty
    Group and Consumer GroupKathy Jo Van


42


Group Vice President, Electrical
    Group   Mr. Yetman
  Mr. Burger
 17




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Mr. Johnston
  Mr. Hennelly
  Mr. McAllister
  Ms. Van
  PART II
  ITEM 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities    2007Sales Price


CashHigh


Low


DividendsFirst Quarter through
    March 8, 2007*

$
16.00


$
15.75


$
     *
    
    The Company started trading on NASDAQ on March 1, 2007. On
    March 8, 2007, the closing price of our common stock on
    NASDAQ was $15.99.     18




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ITEM 6.
    Selected
    Consolidated Financial Data        Year Ended December 31,2002


2003


2004


2005


2006(In thousands except for per share data)Statement of Operations
    Data:Net sales

$
243,492


$
233,555


$
285,792


$
346,181


$
423,358Cost of goods sold


203,416



198,457



240,260



292,755



341,642Gross profit


40,076



35,098



45,532



53,426



81,716Selling, engineering, general and
    administrative expenses


21,239



18,262



26,475



25,654



31,760Restructuring charges(1)


2,100



249



(190
)






1,396Operating income


16,737



16,587



19,247



27,772



48,560Interest expense, net


11,563



10,087



11,252



15,606



15,933Loss on early extinguishment of debt










13,923







Other (income) loss, net(2)


(16
)


(110
)


(13
)


(1,267
)


497Income (loss) before income taxes


5,190



6,610



(5,915
)


13,433



32,130Income tax expense(3)


1,420



1,558



3,092



2,298



2,771Net income (loss)

$
3,770


$
5,052


$
(9,007
)

$
11,135


$
29,359Per Common Share
    Data(4):Net income (loss) per shareBasic

$
0.33


$
0.44


$
(0.76
)

$
0.87


$
2.15 19




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Year Ended December 31,2002


2003


2004


2005


2006(In thousands except for per share data)Diluted


0.27



0.36



(0.76
)


0.87


$
2.15Weighted average shares outstandingBasic


11,482



11,467



11,795



12,749



13,637Diluted


13,983



13,968



11,795



12,749



13,637Pro Forma Statement of
    Operations Data:Income (loss) before income taxes

$
5,190


$
6,610


$
(5,915
)

$
13,433


$
32,130Pro forma income tax expense
    (benefit)(3)


2,020



2,614



(2,362
)


5,351



12,400Pro forma net income (loss)


3,170



3,996



(3,553
)


8,082



19,730Pro Forma Per Common Share
    Data(4):Pro forma net income (loss) per
    shareBasic

$
0.28


$
0.35


$
(0.30
)

$
0.63


$
1.45Diluted


0.23



0.29



(0.30
)


0.63



1.45Other Financial Data:EBITDA(5)

$
22,670


$
22,300


$
10,735


$
33,883


$
53,497Capital expenditures


2,534



2,345



4,714



6,171



2,702Cash interest expense


9,935



8,323



6,499



14,813



15,187Depreciation and amortization
    expense(6)


5,917



5,603



5,398



4,844



5,434Net cash provided by (used in)
    operating activities


13,062



16,770



(10,067
)


(10,340
)


30,048Net cash provided by (used in)
    investing activities


(2,362
)


(1,611
)


(4,701
)


(1,789
)


(2,578
)Net cash provided by (used in)
    financing activities


(10,716
)


(15,155
)


(15,753
)


11,153



(12,794
)Balance Sheet Data:Cash and cash equivalents

$
45


$
49


$
1,034


$
58


$
14,734Working capital


40,453



35,276



62,756



90,107



115,083Total assets


164,667



166,991



197,056



221,388



235,745Total debt(7)


118,920



106,768



159,727



169,300



122,507Total shareholders equity


23,814



27,365



2,200



13,071



77,841     (1)
    
    Restructuring charges include: (i) $2.1 million in
    2002 for costs associated with the closure of our El Paso,
    Texas facility, including the write-off of fixed assets and
    facility exit costs and severance; (ii) $0.2 million
    in 2003 for costs associated with the relocation of our cord
    operations from our Waukegan, Illinois facility to Miami,
    Florida; (iii) income of $0.2 million recorded in 2004
    reflects the reversal of accruals recorded in prior years, which
    were deemed to no longer be necessary; and
    (iv) $1.3 million of costs associated with the closing
    of the leased manufacturing and distribution facility located in
    Miami Lakes, Florida and $0.1 million associated with the
    closing of the owned facility located in Siler City, North
    Carolina in 2006.(2)
    
    Other expense included $0.5 million in December 2006 for
    estimated costs accrued pursuant to the Tax Matters Agreement.
    Other income, net was $1.3 million due to the sale of zero
    coupon bonds in May 2005. See Note 6 to our consolidated
    financial statements for more information regarding this gain.(3)
    
    Prior to October 10, 2006, we were treated as an
    S corporation, with the exception of our wholly-owned
    C corporation subsidiary, for federal and, where
    applicable, state income tax purposes. Accordingly, our
    shareholders were responsible 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, the day before we consummated the 2006
    Private Placement, we ceased to be an S corporation and
    became a C corporation and, as such, we are subject to
    federal and state income tax. As a result of the termination of
    our S corporation status, we recorded a one-time non-cash
    charge of approximately $0.3 million to our income tax
    provision to recognize the estimated amount of previously
    unrecognized net deferred income tax liability. 20




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(4)
    
    The financial data reflects the retroactive presentation of the
    312.6079 for 1 stock split that was effected on October 11,
    2006.(5)
    
    EBITDA represents net income (loss) before interest expense,
    income tax expense and depreciation and amortization expense.
    EBITDA is a performance measure and liquidity measure used by
    our management, and we believe it is commonly reported and
    widely used by investors and other interested parties as a
    measure of a companys operating performance and ability to
    incur and service debt. Our management believes that EBITDA is
    useful to investors in evaluating our operating performance
    because it provides a means to evaluate the operating
    performance of our business on an ongoing basis using criteria
    that are used by our internal decision-makers for evaluation and
    planning purposes, including the preparation of annual operating
    budgets and the determination of levels of operating and capital
    investments. In particular, our management believes that EBITDA
    is a meaningful measure because it allows management to readily
    view operating trends, perform analytical comparisons and
    identify strategies to improve operating performance. For
    example, our management believes that the inclusion of items
    such as taxes, interest expense and interest income can make it
    more difficult to identify and assess operating trends affecting
    our business and industry. Furthermore, our management believes
    that EBITDA is a performance measure that provides investors,
    securities analysts and other interested parties with a measure
    of operating results unaffected by differences in capital
    structures, capital investment cycles and ages of related assets
    among otherwise comparable companies in our industry. Finally,
    EBITDA also closely tracks Consolidated EBITDA, a liquidity
    measurement that is used in calculating financial covenants in
    both our credit facility and the indenture for our senior notes.EBITDAs usefulness as a performance measure is limited 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, effective as of
    October 10, 2006, in addition to our C corporation
    subsidiary 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 only measure of our performance and liquidity.We also use, and recommend that you consider, net income in
    accordance with GAAP as a measure of our performance or cash
    flows from operating activities in accordance with GAAP as a
    measure of our liquidity.The following is a reconciliation of net income (loss), as
    determined in accordance with GAAP, to EBITDA.  Year Ended December 31,2002


2003


2004


2005


2006(In thousands)Net income (loss)

$
3,770


$
5,052


$
(9,007
)

$
11,135


$
29,359Interest expense, net


11,563



10,087



11,252



15,606



15,933Income tax expense


1,420



1,558



3,092



2,298



2,771Depreciation and amortization
    expense(6)


5,917



5,603



5,398



4,844



5,434EBITDA

$
22,670


$
22,300


$
10,735


$
33,883


$
53,497  21




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The following is a reconciliation of cash flow from operating
    activities, as determined in accordance with GAAP, to EBITDA.  Year Ended December 31,2002


2003


2004


2005


2006(In thousands)Net cash flow from operating
    activities

$
13,062


$
16,770


$
(10,067
)

$
(10,340
)

$
30,048Interest expense, net


11,563



10,087



11,252



15,606



15,933Income tax expense


1,420



1,558



3,092



2,298



2,771Loss on early extinguishment of debt










(13,923
)






Deferred income tax assets and
    liabilities


(846
)


338



18



581



(679
)Gain (loss) on sale of fixed assets


(1,467
)


60



13



7



(502
)Gain (loss) on sale of
    investment  net














1,267



11Stock-based compensation










(1,648
)






(1,412
)Changes in operating assets and
    liabilities


70



(5,238
)


22,857



24,354



7,327Non-cash interest income


338



227



245



110



Non-cash interest expense


(1,470
)


(1,502
)


(1,104
)






EBITDA

$
22,670


$
22,300


$
10,735


$
33,883


$
53,497   EBITDA includes the effects of restructuring charges, bad debt
    write off (recovery) related to the bankruptcy of a major
    customer, a special bonus to certain members of senior
    management, the loss on early extinguishment of debt,
    professional services to one of our directors for services
    rendered in connection with the exploration of development of
    strategic alternatives, the expenses pursuant to the Tax Matters
    Agreement and certain other matters. Restructuring charges are
    described in footnote (1) above. 2003 EBITDA includes a bad
    debt recovery of $0.1 million, 2004 EBITDA includes a bad
    debt recovery of $0.3 million, a special senior management
    bonus of $3.0 million and a loss on early extinguishment of
    debt of $13.9 million, and 2006 EBITDA includes
    $0.8 million of cash paid and $0.5 million of stock to
    one of our directors for professional services and
    $0.5 million of expenses related to the Tax Matters
    Agreement. Changes in operating assets and liabilities exclude
    amortization of debt issuance costs, which is included in
    interest expense.(6)
    
    Depreciation and amortization expense does not include
    amortization of debt issuance costs, which is included in
    interest expense.(7)
    
    Net of unamortized discount of $2.4 million as of
    December 31, 2002 and $2.0 million as of
    December 31, 2003.  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
   22




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23




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##### Table of Contents



Proposed Copperfield, LLC Acquisition.
        Business
    Segment Information
   24




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period-to-period
  Consolidated
    Results of Operations
    Year Ended December 31,2004


2005


2006Amount


%


Amount


%


Amount


%(In thousands)Net sales

$
285,792



100.0
%

$
346,181



100.0
%

$
423,358



100
%Gross profit


45,532



15.9



53,426



15.4



81,716



19.3Selling, engineering, general and
    administrative expenses


26,475



9.3



25,654



7.4



31,760



7.5Restructuring


(190
)


(0.1
)










1,396



0.3Operating income


19,247



6.7



27,772



8.0



48,560



11.5Interest expense, net


11,252



3.9



15,606



4.5



15,933



3.8Loss on early extinguishment of
    debt


13,923



4.9















Other (income) loss, net


(13
)


(0.0
)


(1,267
)


(0.4
)


497



0.1Income (loss) before income taxes


(5,915
)


(2.1
)


13,433



3.9



32,130



7.6Income tax expense


3,092



1.1



2,298



0.7



2,771



0.7Net income (loss)

$
(9,007
)


(3.2
)

$
11,135



3.2


$
29,359



6.9Capital expenditures

$
4,714






$
6,171






$
2,702Depreciation

$
5,398






$
4,844






$
5,434   Year
    Ended December 31, 2006 Compared with Year Ended
    December 31, 2005
  Net sales
  Gross profit
 25




---



##### Table of Contents



Selling, engineering, general and
    administrative
  Restructuring Charges
  Interest expense, net and loss on early extinguishment of
    debt
  Other (income) loss, net
  Income tax expense
  Segment
    Results
    Year Ended December 31,2005


2006Amount


%


Amount


%(In thousands)Net sales:Electrical/Wire and Cable
    Distributors

$
114,561



33.0
%

$
147,411



34.8
%Specialty Distributors and OEMs


171,926



49.8



219,957



52.0Consumer Outlets


59,694



17.2



55,990



13.2Total

$
346,181



100.0
%

$
423,358



100.0
%Operating income:Electrical/Wire and Cable
    Distributors

$
13,643



11.9
%

$
23,830



16.2
%Specialty Distributors and OEMs


14,693



8.5



28,096



12.8Consumer Outlets


3,465



5.8



3,421



6.1Total


31,801







55,347Corporate


(4,029
)






(6,787
)Consolidated operating income

$
27,772






$
48,560   Electrical/Wire
    and Cable Distributors
   26




---



##### Table of Contents



Specialty
    Distributors and OEMs
      Consumer
    Outlets
      Year
    Ended December 31, 2005 Compared with Year Ended
    December 31, 2004
  Net sales
 27




---



##### Table of Contents



Gross profit
  Selling, engineering, general and
    administrative
  Interest expense, net and loss on early extinguishment of
    debt
  Other income, net
  Income tax expense
  Segment
    Results
    Year Ended December 31,2004


2005Amount


%


Amount


%(In thousands)Net sales:Electrical/Wire and Cable
    Distributors

$
95,810



33.5
%

$
114,561



33.0
%Specialty Distributors and OEMs


133,457



46.7



171,926



49.8Consumer Outlets


56,525



19.8



59,694



17.2Total

$
285,792



100.0
%

$
346,181



100.0
%Operating income:Electrical/Wire and Cable
    Distributors

$
9,010



9.4
%

$
13,643



11.9
%Specialty Distributors and OEMs


13,112



9.8



14,693



8.5Consumer Outlets


3,399



6.0



3,465



5.8Total


25,521







31,801Corporate


(6,274
)






(4,029
)Consolidated operating income

$
19,247






$
27,772  28




---



##### Table of Contents



Electrical/Wire
    and Cable Distributors
      Specialty
    Distributors and OEMs
      Consumer
    Outlets
     29




---



##### Table of Contents



Liquidity
    and Capital Resources
  Debt
    As ofDecember 31,2006(In thousands)Credit facility

$
Senior notes


120,000Capital lease obligations


1,129Other debt


1,378Total debt

$
122,507   Senior
    Secured Credit Facility
        
    require us to maintain a Leverage Ratio that does not exceed 6.5
    to 1.0 as of the last day of each fiscal quarter; and
    require us to maintain a Fixed Charge Coverage Ratio (as defined
    in the credit facility) of not less than 1.1 to 1.0 as of the
    last day of each fiscal quarter.   30




---



##### Table of Contents




    modified a change of control provision in our credit
    facility so that, in contrast to the prior version of the
    provision under which a default would have occurred if either G.
    Gary Yetman or Richard N. Burger ceased to hold their executive
    positions and suitable replacements were not found within
    180 days, a change of control will now occur
    under the credit facility only if either (i) we fail to own
    100% of the outstanding capital stock of the other borrowers and
    guarantors under the credit facility or (ii) during the
    twenty-four months following the date of such amendment of the
    credit facility, certain members of our board of directors cease
    to constitute a majority of the members of our board of
    directors;
    permits us to issue common stock;
    permitted us to amend our certificate of incorporation as
    described under Description of Capital Stock;
    permitted us to repurchase shares of our common stock in
    connection with the 2006 Private Placement; and
    eliminated a restriction on our ability to maintain excess cash.        
    indebtedness with respect to revolving loans, letters of credit
    or other obligations under the credit facility;
    trade payables incurred in the ordinary course of business;
    purchase money indebtedness incurred to purchase fixed assets,
    provided that the total of permitted purchase money indebtedness
    may not exceed $1.0 million at any time, the purchase money
    indebtedness when incurred does not exceed the purchase price of
    the assets financed and no purchase money indebtedness may be
    refinanced for a principal amount in excess of the principal
    amount then outstanding;
    indebtedness under specified types of hedging agreements entered
    into to manage interest rate, exchange rate or commodity risks;
    existing indebtedness specifically identified in schedules to
    the credit facility and certain refinancings thereof; and
    indebtedness under the senior notes.      
    changing or amending any document relating to the subordination,
    terms of payment or required prepayments of our senior notes;
    making any covenant or event of default in the indenture
    relating to our senior notes more restrictive; and
    making any prepayment on our senior notes, except for scheduled
    payments required pursuant to the terms of the senior notes or
    the indenture.  non-cash, pre-tax
 31




---



##### Table of Contents



Senior
    Notes
    Other
      Current
    and Future Liquidity
      
    our historical earnings and cash flow performance;
    managements assessment of our future working capital needs;
    our current and projected debt service expenses;
    managements planned capital expenditures; and
    our ability to borrow additional funds under the terms of our
    credit facility and our senior notes.   32




---



##### Table of Contents



33




---



##### Table of Contents



Seasonality
    Contractual
    Obligations
    Payments Due by PeriodLess Than








AfterTotal


1 Year


2-3 Years


4-5 Years


5 Years(Dollars in thousands)Current and long-term debt
    obligations (including interest)


189,661



12,456



24,444



23,735



129,026Capital lease obligations
    (including interest)


1,318



509



809







Operating lease obligations


7,584



2,219



2,050



1,644



1,671Purchase obligations


27,210



27,210











        34




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##### Table of Contents



Off-Balance
    Sheet Assets and Obligations
    Critical
    Accounting Policies
    Revenue
    Recognition
    Allowance
    for Uncollectible Accounts
    Inventories
  product-by-product
  Plant
    and Equipment
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Goodwill
  Goodwill and Other Intangible
    Assets
 35




---



##### Table of Contents



Income
    Taxes
    Accounting for Income Taxes.
    New
    Accounting Pronouncements
    Inventory Costs  An Amendment of ARB No. 43,
    Chapter 4. Inventory Pricing
  Exchanges of Nonmonetary Assets  An Amendment of
    APB Opinion No. 29, Accounting for Nonmonetary
    Transactions.
 36




---



##### Table of Contents



Share-Based Payment.
  Accounting for Conditional Asset Retirement
    Obligations Accounting for Asset Retirement
    Obligations.
  Accounting for Uncertainty in Income Taxes.
  Fair Value Measurement.
  Considering the
    Effects of Prior Year Misstatements When Quantifying
    Misstatements in Current Year Financial Statements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
    including an Amendment of FASB Statement No. 115
  ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Commodity Risk.
 37




---



##### Table of Contents



Interest Rate Risk.
  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  Rules 13a-15(b) 15d-15(e)),
  Rule 13a-15(d) 15d-15(f))
  ITEM 9B.
    Other
    Information    PART III
  ITEM 10.
    Directors
    and Executive Officers of the Registrant    Code of
    Ethics
    ITEM 11.
    Executive
    Compensation   38




---



##### Table of Contents



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    PART IV
  ITEM 15.
    Exhibits
    and Financial Statement Schedules             39




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##### Table of Contents



Coleman
    Cable, Inc. and Subsidiaries



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS

December 31,
    2006  Report of
    Independent Registered Public Accounting Firm 
    Deloitte & Touche LLP


F-2Consolidated
    Statements of Operations for the Years Ended December 31,
    2004, 2005 and 2006


F-3Consolidated
    Balance Sheets as of December 31, 2005 and 2006


F-4Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2004, 2005 and 2006


F-5Consolidated
    Statements of Changes in Shareholders Equity for the Years
    Ended December 31, 2004, 2005 and 2006


F-6Notes to
    Consolidated Financial Statements


F-7    F-1




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##### Table of Contents



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




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##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Years Ended December 31,2004


2005


2006(Thousands, except per share data)NET SALES

$
285,792


$
346,181


$
423,358COST OF GOODS SOLD


240,260



292,755



341,642GROSS PROFIT


45,532



53,426



81,716SELLING, ENGINEERING, GENERAL AND
    ADMINISTRATIVE EXPENSES


26,475



25,654



31,760RESTRUCTURING CHARGES


(190
)






1,396OPERATING INCOME


19,247



27,772



48,560INTEREST EXPENSE, NET


11,252



15,606



15,933LOSS ON EARLY EXTINGUISHMENT OF
    DEBT


13,923







OTHER (INCOME), LOSS, NET


(13
)


(1,267
)


497INCOME (LOSS) BEFORE INCOME TAXES


(5,915
)


13,433



32,130INCOME TAX EXPENSE


3,092



2,298



2,771NET INCOME (LOSS)

$
(9,007
)

$
11,135


$
29,359EARNINGS PER COMMON SHARE DATANET INCOME (LOSS) PER SHAREBasic

$
(0.76
)

$
0.87


$
2.15Diluted


(0.76
)


0.87



2.15WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDINGBasic


11,795



12,749



13,637Diluted


11,795



12,749



13,637PRO FORMA DATAPRO FORMA NET INCOME (LOSS)Income (loss) before income taxes

$
(5,915
)

$
13,433


$
32,130Pro forma income tax expense
    (benefit) (unaudited)


(2,362
)


5,351



12,400Pro forma net income (loss)
    (unaudited)

$
(3,553
)

$
8,082


$
19,730PRO FORMA NET INCOME (LOSS) PER
    SHARE (UNAUDITED)Basic

$
(0.30
)

$
0.63


$
1.45Diluted


(0.30
)


0.63



1.45    F-3




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##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  December 31,2005


2006(Thousands, except per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
58


$
14,734Accounts receivable, less
    allowance for uncollectible accounts of $1,876 and $2,092,
    respectively


58,840



62,318Inventories, net


67,889



66,765Deferred income taxes


206



2,136Prepaid expenses and other current
    assets


2,890



2,739Total current assets


129,883



148,692PROPERTY, PLANT AND EQUIPMENT:Land


579



579Buildings and leasehold
    improvements


7,732



7,636Machinery, fixtures and equipment


44,894



45,12553,205



53,340Less accumulated depreciation and
    amortization


(28,889
)


(31,762
)Construction in progress


948



244Property, plant and equipment, net


25,264



21,822GOODWILL AND INTELLECTUAL
    PROPERTY, NET


60,651



60,638DEFERRED DEBT ISSUANCE COSTS, NET
    AND OTHER ASSETS


5,590



4,593TOTAL ASSETS

$
221,388


$
235,745LIABILITIES AND
    SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
874


$
936Accounts payable


22,126



13,091Accrued liabilities


16,776



19,582Total current liabilities


39,776



33,609LONG-TERM DEBT


168,426



121,571DEFERRED INCOME TAXES


115



2,724SHAREHOLDERS EQUITY:Common stock, par value $0.001;
    31,260 and 75,000 shares authorized, respectively; and
    12,749 and 16,786 shares issued and outstanding,
    respectively


13



17Additional paid-in capital


25,546



80,421Accumulated deficit


(12,488
)


(2,597
)Total shareholders equity


13,071



77,841TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

$
221,388


$
235,745    F-4




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##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Years Ended December 31,2004


2005


2006(Thousands)CASH FLOW FROM OPERATING
    ACTIVITIES:Net income (loss)

$
(9,007
)

$
11,135


$
29,359Adjustments to reconcile net
    income (loss) to net cash flow from operating activities:Depreciation and amortization


6,102



5,792



6,382Noncash interest expense


1,104







Stock-based compensation


1,648







1,412Loss on early extinguishment of
    debt


13,923







Noncash interest income


(245
)


(110
)


Deferred tax provision


(18
)


(581
)


679(Gain) loss on the sales of fixed
    assets


(13
)


(7
)


502Gain on sale of
    investment  net






(1,267
)


(11
)Changes in operating assets and
    liabilities:Accounts receivable


(11,309
)


(10,227
)


(3,478
)Inventories


(13,981
)


(17,755
)


1,124Prepaid expenses and other assets


(560
)


(1,417
)


142Accounts payable


(2,407
)


1,985



(8,869
)Accrued liabilities


4,696



2,112



2,806Net cash flow from operating
    activities


(10,067
)


(10,340
)


30,048CASH FLOW FROM INVESTING
    ACTIVITIES:Capital expenditures


(4,714
)


(6,171
)


(2,702
)Proceeds from the sale of fixed
    assets


13







42Proceeds from sale of investment






4,382



82Net cash flow from investing
    activities


(4,701
)


(1,789
)


(2,578
)CASH FLOW FROM FINANCING
    ACTIVITIES:Net borrowings (repayments) under
    revolving loan facilities


47,810



16,180



(46,000
)Early retirement of debt


(124,601
)


(3,822
)


Proceeds of issuance of common
    stock, net










114,851Issuance of senior notes, net


113,392







Repayment of long-term debt


(3,686
)


(941
)


(793
)Borrowings of long-term debt


644







Repurchase of common stock










(61,384
)Repurchase of warrants


(3,000
)






Dividends paid to shareholders


(14,806
)


(264
)


(19,468
)Net cash flow from financing
    activities


15,753



11,153



(12,794
)INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


985



(976
)


14,676CASH AND CASH
    EQUIVALENTS  Beginning of year


49



1,034



58CASH AND CASH
    EQUIVALENTS  End of year

$
1,034


$
58


$
14,734NONCASH ACTIVITYReduction of carrying value of
    Oswego fixed assets and capital lease obligation

$



$
1,878


$
Capital lease obligation






34



Unpaid capital expenditures






166



SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid

$
2,568


$
2,792


$
1,259Cash interest paid


6,499



14,813



15,187    F-5




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY  RetainedCommon





Additional


EarningsStock


Common


Paid-in


(AccumulatedOutstanding


Stock


Capital


Deficit)


Total(Thousands)BALANCE 
    January 1, 2003


11,468


$
12


$
26,899


$
454


$
27,365Repurchase of warrants










(3,000
)






(3,000
)Stock-based compensation


1,281



1



1,647







1,648Net loss














(9,007
)


(9,007
)Dividends














(14,806
)


(14,806
)BALANCE 
    December 31, 2004


12,749



13



25,546



(23,359
)


2,200Net income














11,135



11,135Dividends














(264
)


(264
)BALANCE 
    December 31, 2005


12,749



13



25,546



(12,488
)


13,071Repurchase of common stock


(4,400
)


(4
)


(61,380
)






(61,384
)Common stock issuance, net of
    issuance costs


8,400



8



114,843







114,851Stock-based compensation


37







1,412







1,412Net income














29,359



29,359Dividends














(19,468
)


(19,468
)BALANCE 
    December 31, 2006


16,786


$
17


$
80,421


$
(2,597
)

$
77,841    F-6




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS



COLEMAN
    CABLE, INC. AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)

(Amounts in thousands except per share data) 1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Nature
    of Operations, Principles of Consolidation and Basis of
    Presentation
    Unaudited
    Pro Forma Data
    Accounting
    Estimates
    2004


2005


2006Balance  January 1

$
1,373


$
1,655


$
1,876Provisions


653



369



294Write-offs and credit allowances,
    net of recovery


(371
)


(148
)


(78
)Balance 
    December 31

$
1,655


$
1,876


$
2,092   Revenue
    Recognition
    Cash
    and Cash Equivalents
   F-7




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Inventories
  first-in,
  Property,
    Plant and Equipment
    Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Software
    Development
  No. 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use SOP No. 98-1,
  Goodwill,
    Intellectual Property and Long-Lived Assets
  Goodwill and Other Intangible Assets,
  Income
    Taxes
   F-8




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Income
    Taxes.
  Financial
    Instruments and Hedging
      time-to-time
  Stock-based
    Compensation
  Share-based
    Payment
  Earnings
    (Loss) per Common Share
    New
    Accounting Pronouncements
  Inventory Costs  an amendment of ARB No. 43,
    Chapter 4. Inventory Pricing
 F-9




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Exchanges of Nonmonetary Assets  an amendment of
    APB Opinion No. 29.
  Share-Based Payment.
  Accounting for Conditional Asset Retirement Obligations Accounting for Asset Retirement Obligations.
  Accounting for Uncertainty in Income
    Taxes.
  Fair Value Measurement.
  Considering the
    Effects of Prior Year Misstatements When Quantifying
    Misstatements in Current Year Financial Statements
  The Fair
    Value Option for Financial Assets and Financial Liabilities
    including an Amendment of FASB Statement No. 115
  2.
    RESTRUCTURING
    CHARGES   F-10




---



##### Table of Contents



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


Lease


Equipment


OtherSeverance


Termination


Relocation


ClosingCosts


Costs


Costs


Costs


TotalBALANCE 
    December 31, 2003

$
310


$
90


$



$



$
400Provision (income)


(190
)














(190
)Uses


(120
)


(90
)










(210
)BALANCE 
    December 31, 2004 and 2005


















Provision


147



662



262



325



1,396Uses


(77
)


(662
)


(262
)


(325
)


(1,326
)BALANCE 
    December 31, 2006

$
70


$



$



$



$
70   3.
    INVENTORIES    December 31,2004


2005


2006Raw materials

$
13,158


$
16,295


$
11,975Work in progress


3,468



3,537



3,293Finished products


33,508



48,057



51,497Total

$
50,134


$
67,889


$
66,765  F-11




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    ACCRUED
    LIABILITIES    December 31,2005


2006Salaries, wages and employee
    benefits

$
4,814


$
5,117Sales incentives


6,093



7,359Income taxes


24



568Interest


3,121



3,023Other


2,724



3,515Total

$
16,776


$
19,582   5.
    GOODWILL
    AND INTELLECTUAL PROPERTY      Electrical/Wire and Cable
    Distributors

$
25,023Specialty Distributors and
    OEMs


31,696Consumer Outlets


3,909$
60,628      F-12




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    DEBT  December 31,2005


2006Revolving credit facility

$
46,000


$
Senior notes


120,000



120,000Capital lease obligations (refer
    to Note 9)


1,489



1,129Other long-term debt, annual
    interest rates up to 6.5%, payable through 2019


1,811



1,378169,300



122,507Less current portion


(874
)


(936
)Total long-term debt

$
168,426


$
121,571     2007

$
9362008


1,0502009


3912010


10Subsequent to 2011


120,120Total debt maturities

$
122,507   8-year
   F-13




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                F-14




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          7.
    INCOME
    TAXES          2004


2005


2006Current

$
3,074


$
2,879


$
2,092Deferred


18



(581
)


679Income tax expense

$
3,092


$
2,298


$
2,771    F-15




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       2005


2006Deferred tax assets:Reserves not deducted for tax:Allowance for uncollectible
    accounts

$



$
(492
)Legal reserves






(151
)Employee benefits


(151
)


(426
)Other


(95
)


(230
)Inventories






(1,299
)Stock based compensation






(350
)Deferred tax liabilities:Depreciation & amortization


115



3,074Other


40



462Net deferred tax liability (asset)

$
(91
)

$
588     2004


2005


2006Income taxes (benefit) at
    U.S. Federal statutory rate

$
(2,011
)

$
4,702


$
10,924Increase (decrease) in income
    taxes resulting from:Non-taxable S corporation
    (income) losses


4,917



(2,649
)


(9,348
)State taxes (net of federal tax
    benefit)


168



81



652S to C corporation conversion










346Other


18



164



197Income taxes

$
3,092


$
2,298


$
2,771   Tax Matters
    Agreement
  8.
    COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
   F-16




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007

$
2,2192008


1,1082009


9422010


8722011


772Subsequent to 2011


1,671Total minimum rental payments

$
7,584   Capital
    Leases
      2007

$
5092008


5092009


300Subsequent to 2009


Total minimum lease payments


1,318Less amounts representing interest


189Present value of net minimum lease
    payments


1,129Less current portion


397Long-term obligations under
    capital leases

$
732     Employee
    Benefits
    Legal
    Matters
   F-17




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Self-Insurance
    Tax
    Matters Agreement
    9.
    SHAREHOLDERS
    EQUITY   F-18




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    EARNINGS
    PER SHARE    11.
    STOCK-BASED
    COMPENSATION      Dividend yield


0
%Expected volatility


45
%Risk-free interest rate


4.74
%Expected life of options


7 years           WeightAverageWeighted-Average


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Terms


ValueOutstanding January 1, 2006






Granted


825


$
15.00Exercised






Forfeited or expired






Outstanding December 31, 2006


825


$
15.00



1.78



Vested or expected to vest


809



15.00



1.78



Exercisable






Fair value of options granted
    during the year





$
8.09    F-19




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    RELATED
    PARTY TRANSACTIONS    co-chairmen.
    13.
    INVENTORY
    THEFT    14.
    BUSINESS
    SEGMENT INFORMATION    Disclosure about Segments
    of an Enterprise and Related Information
    F-20




---



##### Table of Contents



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

Principal Products

Applications

CustomersElectrical/Wire and Cable
    DistributorsElectrical
    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 distributorsSpecialty Distributors and
    OEMsOEM/Government

Custom cables

Various marine, lighting, mobile
    equipment, entertainment and military applications

OEMs and governmental agencies/
    subcontractorsHVAC/R

Thermostat cable and assembled
    products

Services the electric controls for
    HVAC/R

Independent distributors and
    consignment manufacturersIrrigation

Irrigation, 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 distributorsIndustrial/Contractor

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 housesSecurity/Home
    Automation

Electronic and communication wire
    and cables

Security, home automation, audio,
    data communication and fire safety

Security, audio-video, residential
    and commercial distributorsRecreation/Transportation

Machine tool wire, portable cords
    and adapters, and coaxial, speaker alarm and other cable

RV wiring products

Manufactured housing OEMs and RV
    aftermarket suppliers F-21




---



##### Table of Contents



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

Principal Products

Applications

CustomersCopper Fabrication

Specialty copper products

Appliances, fire alarms, security
    systems, electronics, automotive, telecommunications, military,
    industrial, high temperature and geophysical

Other channels within the Company
    and other small specialized wire and cable manufacturersConsumer OutletsRetail

Extension cords, trouble lights,
    surge and strip and electrical/electronic cable products

Wide variety of consumer
    applications

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

Battery booster cables, battery
    cables and accessories

Broad spectrum of automotive
    applications

National and regional retailers       2004


2005


2006Net sales:Electrical/Wire & Cable
    Distributors

$
95,810


$
114,561


$
147,411Specialty Distributors &
    OEMs


133,457



171,926



219,957Consumer Outlets


56,525



59,694



55,990Consolidated net
    sales

$
285,792


$
346,181


$
423,358Operating income:Electrical/Wire & Cable
    Distributors

$
9,010


$
13,643


$
23,830Specialty Distributors &
    OEMs


13,112



14,693



28,096Consumer Outlets


3,399



3,465



3,42125,521



31,801



55,347Corporate


(6,274
)


(4,029
)


(6,787
)Consolidated operating
    income

$
19,247


$
27,772


$
48,560  F-22




---



##### Table of Contents



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

2004


2005


2006Electrical/Wire and Cable
    Distributors:Electrical Distribution

$
79,897


$
92,582


$
112,330Wire and Cable Distribution


15,913



21,979



35,081Specialty Distributors and
    OEMs:OEM/Government


22,369



29,798



35,725HVAC/R


23,787



28,212



32,286Irrigation


24,061



24,901



41,091Industrial/Contractor


19,812



24,258



30,392Security/Home Automation


21,040



35,568



47,182Recreation/Transportation


12,907



18,070



17,311Copper Fabrication


9,481



11,119



15,970Consumer Outlets:Retail


39,474



42,364



39,559Automotive


17,051



17,330



16,431Consolidated net
    sales

$
285,792


$
346,181


$
423,358     15.
    SUPPLEMENTAL
    GUARANTOR INFORMATION   F-23




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   CONSOLIDATING
    STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
    2004
  GuarantorParent


Subsidiaries


Eliminations


TotalNet sales

$
269,073


$
31,809


$
(15,090
)

$
285,792Cost of goods sold


231,941



8,319







240,260Gross profit


37,132



23,490



(15,090
)


45,532Selling, engineering, general and
    administrative expenses


27,324



14,241



(15,090
)


26,475Restructuring charges


(190
)










(190
)Operating income


9,998



9,249







19,247Interest expense, net


10,898



354







11,252Loss on early extinguishment of
    debt


13,923











13,923Other income


(13
)










(13
)Income (loss) before income taxes


(14,810
)


8,895







(5,915
)Income tax expense


168



2,924







3,092Income from guarantor subsidiaries


5,971







(5,971
)


Net income (loss)

$
(9,007
)

$
5,971


$
(5,971
)

$
(9,007
)   CONSOLIDATING
    STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
    2005
  GuarantorParent


Subsidiaries


Eliminations


TotalNet sales

$
328,421


$
29,747


$
(11,987
)

$
346,181Cost of goods sold


283,184



9,571







292,755Gross profit


45,237



20,176



(11,987
)


53,426Selling, engineering, general and
    administrative expenses


24,458



13,183



(11,987
)


25,654Operating income


20,779



6,993







27,772Interest expense, net


15,089



517







15,606Other income






(1,267
)






(1,267
)Income before income taxes


5,690



7,743







13,433Income tax expense


57



2,241







2,298Income from guarantor subsidiaries


5,502







(5,502
)


Net income

$
11,135


$
5,502


$
(5,502
)

$
11,135  F-24




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
    2006
  GuarantorParent


Subsidiaries


Eliminations


TotalNet sales

$
407,389


$
30,641


$
(14,672
)

$
423,358Cost of goods sold


327,840



13,802







341,642Gross profit


79,549



16,839



(14,672
)


81,716Selling, engineering, general and
    administrative expenses


32,834



13,598



(14,672
)


31,760Restructuring charges


1,396











1,396Operating income


45,319



3,241







48,560Interest expense, net


14,996



937







15,933Other loss, net


497











497Income before income taxes


29,826



2,304







32,130Income tax expense


2,219



552







2,771Income from guarantor subsidiaries


1,752







(1,752
)


Net income

$
29,359


$
1,752


$
(1,752
)

$
29,359  F-25




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET AS OF DECEMBER 31, 2005
  GuarantorParent


Subsidiaries


Eliminations


TotalASSETSCURRENT ASSETS:Cash and cash equivalents

$
38


$
20


$



$
58Accounts receivable, net of
    allowances


57,402



1,438







58,840Intercompany receivable






16,449



(16,449
)


Inventories, net


61,282



6,607







67,889Deferred income taxes






206







206Prepaid expenses and other current
    assets


2,025



865







2,890Total current assets


120,747



25,585



(16,449
)


129,883PROPERTY, PLANT AND EQUIPMENT, NET


18,954



6,310







25,264GOODWILL AND INTELLECTUAL
    PROPERTY, NET


60,510



141







60,651DEFERRED DEBT ISSUANCE COSTS, NET
    AND OTHER ASSETS


5,587



3







5,590INVESTMENT IN SUBSIDIARIES


20,728







(20,728
)


TOTAL ASSETS

$
226,526


$
32,039


$
(37,177
)

$
221,388LIABILITIES AND
    SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
322


$
552


$



$
874Accounts payable


21,156



970







22,126Intercompany payable


12,316



4,133



(16,449
)


Accrued liabilities


12,619



4,157







16,776Total current liabilities


46,413



9,812



(16,449
)


39,776LONG-TERM DEBT


167,042



1,384







168,426DEFERRED INCOME TAXES






115







115Common stock


13











13Additional paid in capital


25,546



1



(1
)


25,546Retained earnings (accumulated
    deficit)


(12,488
)


20,727



(20,727
)


(12,488
)Total shareholders equity


13,071



20,728



(20,728
)


13,071TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

$
226,526


$
32,039


$
(37,177
)

$
221,388  F-26




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET AS OF DECEMBER 31, 2006
  GuarantorParent


Subsidiaries


Eliminations


TotalASSETSCURRENT ASSETS:Cash and cash equivalents

$
14,719


$
15


$



$
14,734Accounts receivable, net of
    allowances


60,789



1,529







62,318Intercompany receivable






16,168



(16,168
)


Inventories, net


60,007



6,758







66,765Deferred income taxes


1,931



205







2,136Prepaid expenses and other current
    assets


2,268



1,838



(1,367
)


2,739Total current assets


139,714



26,513



(17,535
)


148,692PROPERTY, PLANT AND EQUIPMENT, NET


16,197



5,625







21,822GOODWILL AND INTELLECTUAL
    PROPERTY, NET


60,497



141







60,638DEFERRED DEBT ISSUANCE COSTS, NET
    AND OTHER ASSETS


4,590



3







4,593INVESTMENT IN SUBSIDIARIES


22,480







(22,480
)


TOTAL ASSETS

$
243,478


$
32,282


$
(40,015
)

$
235,745LIABILITIES AND
    SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
356


$
580


$



$
936Accounts payable


12,245



846







13,091Intercompany payable


12,676



3,492



(16,168
)


Accrued liabilities


17,049



3,900



(1,367
)


19,582Total current liabilities


42,326



8,818



(17,535
)


33,609LONG-TERM DEBT


120,686



885







121,571DEFERRED INCOME TAXES


2,625



99







2,724Common stock


17











17Additional paid in capital


80,421



1



(1
)


80,421Retained earnings (accumulated
    deficit)


(2,597
)


22,479



(22,479
)


(2,597
)Total shareholders equity


77,841



22,480



(22,480
)


77,841TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

$
243,478


$
32,282


$
(40,015
)

$
235,745  F-27




---



##### 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,
    2004
  GuarantorParent


Subsidiaries


Eliminations


TotalCASH FLOW FROM OPERATING
    ACTIVITIES:Net income (loss)

$
(9,007
)

$
5,971


$
(5,971
)

$
(9,007
)Adjustments to reconcile net income
    (loss) to net cash flow from operating activities:Depreciation and amortization


5,180



922







6,102Noncash interest expense


1,104











1,104Stock-based compensation


1,648











1,648Loss on early extinguishment of debt


13,923











13,923Noncash interest income






(245
)






(245
)Deferred tax provision






(18
)






(18
)Gain on sale of fixed
    assets  net


(13
)










(13
)Equity in consolidated subsidiary


(5,971
)






5,971



Changes in operating assets and
    liabilities:Accounts receivable






(11,309
)






(11,309
)Inventories


(13,116
)


(865
)






(13,981
)Prepaid expenses and other assets


(437
)


(223
)


100



(560
)Accounts payable


(2,474
)


67







(2,407
)Intercompany accounts


(6,764
)


6,764







Accrued liabilities


4,673



123



(100
)


4,696Net cash flow from operating
    activities


(11,254
)


1,187







(10,067
)CASH FLOW FROM INVESTING
    ACTIVITIES:Capital expenditures


(3,564
)


(1,150
)






(4,714
)Proceeds from the sale of fixed
    assets


13











13Net cash flow from investing
    activities


(3,551
)


(1,150
)






(4,701
)CASH FLOW FROM FINANCING
    ACTIVITIES:Net borrowings under revolving loan
    facilities


47,810











47,810Early retirement of debt


(124,601
)










(124,601
)Issuance of senior notes, net


113,392











113,392Repayment of long-term debt


(3,005
)


(681
)






(3,686
)Borrowings of long-term debt






644







644Repurchase of warrants


(3,000
)










(3,000
)Dividends paid to shareholders


(14,806
)










(14,806
)Net cash flow from financing
    activities


15,790



(37
)






15,753INCREASE IN CASH AND CASH
    EQUIVALENTS


985











985CASH AND CASH
    EQUIVALENTS
    Beginning of year


39



10







49CASH AND CASH
    EQUIVALENTS
    End of year

$
1,024


$
10


$



$
1,034  F-28




---



##### 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,
    2005
  GuarantorParent


Subsidiaries


Eliminations


TotalCASH FLOW FROM OPERATING
    ACTIVITIES:Net income (loss)

$
11,135


$
5,502


$
(5,502
)

$
11,135Adjustments to reconcile net income
    (loss) to net cash flow from operating activities:Depreciation and amortization


4,867



925







5,792Noncash interest income






(110
)






(110
)Deferred tax provision






(581
)






(581
)Gain on sale of fixed
    assets  net


(7
)










(7
)Gain on sale of
    investment  net






(1,267
)






(1,267
)Equity in consolidated subsidiary


(5,502
)






5,502



Changes in operating assets and
    liabilities:Accounts receivable


(57,402
)


47,175







(10,227
)Inventories


(14,079
)


(3,676
)






(17,755
)Prepaid expenses and other assets


1,051



(168
)


(2,300
)


(1,417
)Accounts payable


1,726



259







1,985Intercompany accounts


46,705



(46,705
)






Accrued liabilities


919



(1,107
)


2,300



2,112Net cash flow from operating
    activities


(10,587
)


247







(10,340
)CASH FLOW FROM INVESTING
    ACTIVITIES:Capital expenditures


(5,908
)


(263
)






(6,171
)Proceeds from the sale of investment






4,382







4,382Net cash flow from investing
    activities


(5,908
)


4,119







(1,789
)CASH FLOW FROM FINANCING
    ACTIVITIES:Net borrowings under revolving loan
    facilities


16,180











16,180Early retirement of debt






(3,822
)






(3,822
)Repayment of long-term debt


(407
)


(534
)






(941
)Dividends paid to shareholders


(264
)










(264
)Net cash flow from financing
    activities


15,509



(4,356
)






11,153INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


(986
)


10







(976
)CASH AND CASH
    EQUIVALENTS
    Beginning of year


1,024



10







1,034CASH AND CASH
    EQUIVALENTS
    End of year

$
38


$
20


$



$
58NON CASH ACTIVITYReduction in carrying value of
    Oswego fixed assets and capital lease obligation

$



$
1,878


$



$
1,878Capital lease obligations






34







34Unpaid capital expenditures


166











166  F-29




---



##### 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,
    2006
  GuarantorParent


Subsidiaries


Eliminations


TotalCASH FLOW FROM OPERATING
    ACTIVITIES:Net income

$
29,359


$
1,752


$
(1,752
)

$
29,359Adjustments to reconcile net income
    (loss) to net cash flow from operating activities:Depreciation and amortization


5,470



912







6,382Noncash interest income














Stock-based compensation


1,412











1,412Deferred tax provision


694



(15
)






679Loss on sale of fixed
    assets  net


359



143







502Gain on sale of
    investment  net


(11
)










(11
)Equity in consolidated subsidiary


(1,752
)






1,752



Changes in operating assets and
    liabilities:Accounts receivable


(3,387
)


(91
)






(3,478
)Inventories


1,275



(151
)






1,124Prepaid expenses and other assets


(252
)


(973
)


1,367



142Accounts payable


(8,745
)


(124
)






(8,869
)Intercompany accounts


360



(360
)






Accrued liabilities


4,430



(257
)


(1,367
)


2,806Net cash flow from operating
    activities


29,212



836







30,048CASH FLOW FROM INVESTING
    ACTIVITIES:Capital expenditures


(2,332
)


(370
)






(2,702
)Proceeds from the sale of fixed
    assets


42











42Proceeds from the sale of investment


82











82Net cash flow from investing
    activities


(2,208
)


(370
)






(2,578
)CASH FLOW FROM FINANCING
    ACTIVITIES:Net borrowings (repayments) under
    revolving loan facilities


(46,000
)










(46,000
)Proceeds of issuance of common
    stock, net


114,851











114,851Repayment of long-term debt


(322
)


(471
)






(793
)Borrowings of long-term debt














Repurchase of common stock


(61,384
)










(61,384
)Dividends paid to shareholders


(19,468
)










(19,468
)Net cash flow from financing
    activities


(12,323
)


(471
)






(12,794
)INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


14,681



(5
)






14,676CASH AND CASH
    EQUIVALENTS
    Beginning of year


38



20







58CASH AND CASH
    EQUIVALENTS
    End of year

$
14,719


$
15


$



$
14,734  F-30




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    QUARTERLY
    RESULTS (UNAUDITED)  First


Second


Third


Fourth


Total2005


2006


2005


2006


2005


2006


2005


2006


2005


2006Total Net Sales

$
74,761


$
90,798


$
82,865


$
114,414


$
93,625


$
114,925


$
94,930


$
103,221


$
346,181


$
423,358Gross Profit


10,161



16,569



11,689



24,628



14,677



24,228



16,899



16,291



53,426



81,716Total Operating Income


4,238



9,827



5,874



17,160



8,190



14,179



9,470



7,394



27,772



48,560Total Net Income


60



5,108



2,659



12,795



3,426



9,759



4,990



1,697



11,135



29,359               17.
    SUBSEQUENT
    EVENTS    F-31




---



##### 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-1




---



##### Table of Contents



Index to
    Exhibits
  Item No.



Description3
.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., effective as of October 11, 2006,
    incorporated herein by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.4
.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



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
.3



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
.4



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



Credit Agreement dated as of
    September 28, 2004 among Coleman Cable, Inc. and certain of
    its U.S. Subsidiaries, as Borrowers, the Lenders named
    therein, Wachovia Bank, National Association, as Administrative
    Agent, ING Capital LLC and National City Business Credit, Inc.,
    as Syndication Agents, and PNC Bank, National Association and
    Associated Bank, National Association, as Documentation Agents,
    incorporated herein by reference to our
    Form S-4
    filed on April 26, 2005.10
.2



First Amendment and Waiver to
    Credit Agreement dated as of September 30, 2004 among
    Coleman Cable, Inc. and certain of its U.S. Subsidiaries,
    as Borrowers, the Lenders named therein, and Wachovia Bank,
    National Association, as administrative agent, incorporated
    herein by reference to our
    Form S-4
    filed on April 26, 2005.10
.3



Second Amendment to Credit
    Agreement dated as of September 30, 2004 among Coleman
    Cable, Inc. and certain of its U.S. Subsidiaries, as
    Borrowers, the Lenders named therein, and Wachovia Bank,
    National Association, as administrative agent, incorporated
    herein by reference to our
    Form S-4
    filed on April 26, 2005.10
.4



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
.5



Third Amendment to Credit
    Agreement dated as of November 2, 2005 among Coleman Cable,
    Inc. and certain of its U.S. Subsidiaries, as Borrowers,
    the Lenders named therein, and Wachovia Bank, National
    Association, as administrative agent, incorporated herein by
    reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005.10
.6



Fourth Amendment to Credit
    Agreement dated as of August 14, 2006, among Coleman Cable,
    Inc. and certain of its U.S. Subsidiaries, as Borrowers,
    the Lenders named therein, and Wachovia Bank, National
    Association, as administrative agent, incorporated herein by
    reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*10
.7



Amended and Restated Employment
    Agreement, dated as of September 1, 2006 by and between
    Coleman Cable, Inc. and G. Gary Yetman, incorporated herein by
    reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*10
.8



Amended and Restated Employment
    Agreement, dated as of September 1, 2006 by and between
    Coleman Cable, Inc. and Richard N. Burger, incorporated herein
    by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006. E-1




---



##### Table of Contents



Item No.



Description*10
.9



Amended and Restated Employment
    Agreement, dated as of September 1, 2006 by and between
    Coleman Cable, Inc. and Jeffrey D. Johnston , incorporated
    herein by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*10
.10



Consulting Agreement dated as of
    October 11, 2006 by and between Coleman Cable, Inc. and
    David Bistricer, incorporated herein by reference to our
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*10
.11



Consulting Agreement dated as of
    October 11, 2006 by and between Coleman Cable, Inc. and
    Nachum Stein, incorporated herein by reference to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*10
.12



2006 Long-Term Incentive Plan,
    incorporated herein by reference to our Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*10
.13



Form of Non-Qualified Stock Option
    Agreement Under the 2006 Long-Term Incentive Plan, incorporated
    herein by reference to our
    Form S-1
    filed on November 16, 2006.21
.1



Subsidiaries.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