##### 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, 2008,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. o
  Rule 12b-2
  Large
    accelerated filer o

Accelerated filer þ

Non-accelerated filero

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    Common
    shares outstanding as of March 6, 2009 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


6Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


11Item 3.


Legal Proceedings


12Item 4.


Submission of Matters to a Vote of Security
    Holders


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


38Item 8.


Financial Statements and Supplementary Data


39Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


39Item 9A.


Controls and Procedures


39Item 9B.


Other InformationPart IIIItem 10.


Directors and Executive Officers of the
    Registrant


40Item 11.


Executive Compensation


40Item 12.


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


40Item 13.


Certain Relationships and Related Transactions


40Item 14.


Principal Accountant Fees and Services


40Part IVItem 15.


Exhibits and Financial Statement Schedules


43Index to Consolidated Financial Statements


F-1EX-10.10EX-10.11EX-10.12EX-10.13EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1    TRADEMARKS
  ® tm Booster-in-a-Bag ® ® tm ® ® tm ® Luma-Site ® ® tm ® tm ® ® tm ® ® ® ® ® ® ® ® tm




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##### Table of Contents



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;
    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; and
    other risks and uncertainties, including those described under
    Risk Factors.    General
   1




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Company
    History
      2007
    Acquisitions
        Business
    Overview
     2




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

2008


2007


2006(In thousands)Industrial Wire and Cable

$
293,250


$
312,105


$
199,804Electronic Wire


381,227



402,146



124,788Assembled Wire and Cable Products


261,313



120,940



83,400Fabricated Bare Wire


37,178



28,953



15,366Total

$
972,968


$
864,144


$
423,358  3




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##### Table of Contents



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




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Year Ended December 31,2008


2007


2006(In thousands)Net sales:Distribution

$
670,740


$
576,602


$
394,845OEM


302,228



287,542



28,513Total

$
972,968


$
864,144


$
423,358Operating income (loss):Distribution

$
57,142


$
58,439


$
51,676OEM


(3,348
)


8,323



3,671Total


53,794



66,762



55,347Corporate


(63,927
)


(14,937
)


(6,787
)Consolidated operating income

$
(10,133
)

$
51,825


$
48,560       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
    Regulation
    and Potential Environmental Liability
      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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If we do
    not meet the continued listing requirements of the NASDAQ Global
    Market, our common stock may be delisted.
    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.
   7




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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.
      
    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.
   8




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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.
    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 if our
    goodwill or other intangible assets become further impaired, we
    may be required to recognize additional charges that would
    reduce our income.
   9




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We may
    have difficulty finalizing the integration efforts related to
    the operations of Copperfield. Should we fail to complete the
    integration of their operations, our results of operations and
    profitability could be negatively impacted.
    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.
    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 current environmental and other laws and
    regulations.
  clean-up et seq
 10




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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.
    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


OwnedEast Longmeadow, Massachusetts

Manufacturing, Warehouse


90,000


LeasedOswego, New York

Manufacturing, Warehouse


115,000


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


Leased   11




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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


OwnedEl Paso, Texas (Inglewood Rd.)*

2008


28,500


LeasedAvilla, Indiana

2008


119,000


OwnedIndianapolis, Indiana**

2008


257,600


LeasedIndianapolis, Indiana**

2008


90,400


LeasedIndianapolis, Indiana**

2008


23,107


Leased     *
    
    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.**
    
    These facilities, including the Indianapolis properties which
    were received 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.        ITEM 3.
    Legal
    Proceedings         12




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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


54


President, Chief Executive Officer and DirectorRichard N. Burger


58


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


57


Executive Vice President, OperationsMichael Frigo


54


Executive Vice President, OEM GroupJ. Kurt Hennelly


45


Executive Vice President, OperationsKenneth A. McAllister


63


Executive Vice President, Distribution GroupKathy Jo Van


44


Executive Vice President, Retail Group   Mr. Yetman
  Mr. Burger
  Mr. Carr
  Mr. Frigo
  Mr. Hennelly
  Mr. McAllister
  Ms. Van
 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
    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


$
   2007Sales Price


CashHigh


Low


DividendsFirst Quarter*

$
20.70


$
15.65


$
Second Quarter

$
29.99


$
20.75


$
Third Quarter

$
28.53


$
10.37


$
Fourth Quarter

$
14.72


$
9.27


$
     *
    
    The Company started trading on the NASDAQ Global Market on
    March 1, 2007. Accordingly, no public, readily available
    market price information exists for our common shares prior to
    March 1, 2007.    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


Warrants and Rights(1)


First Column)(2)Equity Compensation Plans Approved by Security Holders


1,096,602
(3)

$
14.12



1,343,398Equity Compensation Plans Not Approved by Security Holders










Total


1,096,602


$
14.12



1,343,398     (1)
    
    Includes weighted-average exercise price of outstanding stock
    options only.(2)
    
    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.(3)
    
    Includes both grants of stock options and time-based restricted
    stock. 15




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Performance
    Graph
  Rule 14a-3(b)(9)
  Comparison
    of Cumulative Return(1)
  
  Annual ReturnPercentage2008Coleman Cable, Inc.



(52.06
)%Russell 2000



(33.79
)%   Indexed ReturnsMarch 1, 2007


December 31, 2007


December 31, 2008Coleman Cable, Inc.



100




59.06




28.31Russell 2000



100




97.86




64.80     (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. 16




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ITEM 6.
    Selected
    Consolidated Financial Data          As of and for the Year Ended December 31,2004


2005


2006


2007


2008(In thousands except for per share data)Statement of Operations Data:Net sales

$
285,792


$
346,181


$
423,358


$
864,144


$
972,968Cost of goods sold


240,260



292.755



341,642



759,551



879,367Gross profit


45,532



53,426



81,716



104,593



93,601Selling, engineering, general and administrative expenses


26,475



25,654



31,760



44,258



52,227Intangible asset amortization(1)














7,636



12,006Asset impairments(2)


















29,276Restructuring charges(3)


(190
)






1,396



874



10,225Operating income (loss)


19,247



27,772



48,560



51,825



(10,133
)Interest expense


11,252



15,606



15,933



27,519



29,656Loss on early extinguishment of debt


13,923















Other (income) loss, net(4)


(13
)


(1,267
)


497



41



2,181Income (loss) before income taxes


(5,915
)


13,433



32,130



24,265



(41,970
)Income tax expense (benefit)(5)


3,091



2,298



2,771



9,375



(13,709
)Net income (loss)

$
(9,007
)

$
11,135


$
29,359


$
14,890


$
(28,261
)Per Common Share Data(6):Net income (loss) per shareBasic

$
(0.76
)

$
0.87


$
2.15


$
0.89


$
(1.68
)Diluted


(0.76
)


0.87



2.15



0.88


$
(1.68
)Weighted average shares outstandingBasic


11,795



12,749



13,637



16,786



16,787Diluted


11,795



12,749



13,637



16,826



16,787Pro Forma Statement of Operations Data:Income (loss) before income taxes

$
(5,915
)

$
13,433


$
32,130Pro forma income tax expense (benefit)(5)


(2,362
)


5,351



12,400Pro forma net income (loss)


(3,553
)


8,082



19,730 17




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As of and for the Year Ended December 31,2004


2005


2006


2007


2008(In thousands except for per share data)Pro Forma Per Common Share Data(6):Pro forma net income (loss) per shareBasic

$
(0.30
)

$
0.63


$
1.45Diluted


(0.30
)


0.63



1.45Other Financial Data:EBITDA(7)

$
10,735


$
33,883


$
53,497


$
72,260


$
16,280Capital expenditures


4,714



6,171



2,702



6,010



13,266Cash interest expense


6,499



14,813



15,187



23,220



29,059Depreciation and amortization expense(8)


5,398



4,844



5,434



20,476



28,594Net cash provided by (used in) operating activities


(10,067
)


(10,340
)


30,048



23,793



116,198Net cash used in investing activities


(4,701
)


(1,789
)


(2,578
)


(269,072
)


(13,799
)Net cash provided by (used in) financing activities


(15,753
)


11,153



(12,794
)


239,398



(94,535
)Balance Sheet Data:Cash and cash equivalents

$
1,034


$
58


$
14,734


$
8,877


$
16,328Working capital


62,756



90,107



115,083



230,525



116,115Total assets


197,056



221,388



235,745



575,652



411,966Total debt(9)


159,727



169,300



122,507



364,861



270,462Total shareholders equity


2,200



13,071



77,841



95,971



69,419     (1)
    
    Intangible asset amortization was $12.0 million and
    $7.6 million for 2008 and 2007, respectively, and related
    to the amortization of intangible assets acquired in 2007,
    primarily as part of the Copperfield acquisition.(2)
    
    Asset impairments in 2008 included: (1) $10.2 million
    in property, plant and equipment abandonments and impairments,
    primarily in our OEM segment, (2) $6.8 million in
    long-lived amortizable intangible asset impairments in our OEM
    segment, (3) $11.7 million in goodwill impairment
    related to our OEM segment, and (4) $0.6 million
    related to certain assets held for sale as of December 31,
    2008. 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: (i) income of
    $0.2 million recorded in 2004 reflecting the reversal of
    accruals recorded in prior years, which were deemed to no longer
    be necessary; (ii) $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; (iii) $0.9 million
    in restructuring costs recorded in 2007 related to the 2006
    Miami Lakes and Siler City facility closures ($0.6 million)
    and integration costs related to Copperfield
    ($0.3 million); and (iv) $10.2 million recorded
    in 2008, primarily for integration costs related to Copperfield
    and Woods.(4)
    
    Other (income) loss included (i) income of
    $1.3 million in 2005 due to the sale of zero coupon bonds
    in May 2005; (ii) a loss of $0.5 million in 2006 for
    estimated costs accrued pursuant to the Tax Matters Agreement;
    and (iii) a loss of $2.3 million in 2008 primarily due
    to unfavorable exchange rate fluctuations related to our
    Canadian operations.(5)
    
    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 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, are now
    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. Income tax
    expense in 2007 reflects our status as a C corporation for the
    entire year, compared to the expense recorded in 2006, which
    reflects the above-noted conversion in October 2006. 18




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(6)
    
    The financial data reflects the retroactive presentation of the
    312.6079 for 1 stock split which occurred on October 11,
    2006.(7)
    
    In addition to GAAP earnings, we also use earnings from
    continuing operations before interest, income taxes,
    depreciation and amortization expense (EBITDA) as a
    means to evaluate the liquidity and 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 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 31,2004


2005


2006


2007


2008(In thousands)Net income (loss)

$
(9,007
)

$
11,135


$
29,359


$
14,890


$
(28,261
)Interest expense


11,252



15,606



15,933



27,519



29,656Income tax expense (benefit)


3,092



2,298



2,771



9,375



(13,709
)Depreciation and amortization expense(8)


5,398



4,844



5,434



20,476



28,594EBITDA

$
10,735


$
33,883


$
53,497


$
72,260


$
16,280  19




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##### Table of Contents



Year Ended December 31,2004


2005


2006


2007


2008(In thousands)Net cash flow from operating activities

$
(10,067
)

$
(10,340
)

$
30,048


$
23,793


$
116,198Interest expense


11,252



15,606



15,933



27,519



29,656Income tax expense (benefit)


3,092



2,298



2,771



9,375



(13,709
)Loss on early extinguishment of debt


(13,923
)














Deferred income tax assets and liabilities


18



581



(679
)


3,689



15,164Gain (loss) on sale of fixed assets


13



7



(502
)


20



(284
)Gain (loss) on sale of
    investment-net






1,267



11







Stock-based compensation


(1,648
)






(1,412
)


(3,739
)


(2,426
)Non-cash asset impairments


















(29,276
)Non-cash inventory theft insurance allowance


















(1,588
)Inventory provision


















(4,800
)Changes in operating assets and liabilities


22,857



24,354



7,327



11,603



(92,655
)Non-cash interest income


245



110











Non-cash interest expense


(1,104
)














EBITDA

$
10,735


$
33,883


$
53,497


$
72,260


$
16,280   Our EBITDA for 2008 included the effects of significant
    long-lived asset impairments, restructuring charges, a lower of
    cost of market charge for inventory, and an allowance recorded
    for an insurance-related dispute. For 2008, EBITDA included
    (1) a total of $29.3 million in non-cash asset
    impairments recorded for the impairment of goodwill and
    long-lived assets, including certain property, plant and
    equipment and intangible assets, (2) restructuring charges
    of $10.2 million for costs associated with the integration
    of our 2007 Acquisitions, (3) the unfavorable impact of a
    $4.8 million charge recorded against inventory to reflect
    our inventories at the lower of cost or market as of year-end,
    and (4) a non-cash charge in the amount of
    $1.6 million to fully reserve for an insurance receivable
    first recorded in 2005 related to an inventory theft which
    occurred that year. Our EBITDA for 2007 included
    $0.9 million in restructuring costs. Changes in operating
    assets and liabilities exclude amortization of debt issuance
    costs, which is included in interest expense.(8)
    
    Depreciation and amortization expense does not include
    amortization of debt issuance costs, which is included in
    interest expense.(9)
    
    Total debt includes current portion and is shown net of
    unamortized premium of $2.4 million and $3.0 million
    as of December 31, 2008 and December 31, 2007,
    respectively.  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
   20




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##### Table of Contents



Acquisitions
    Copperfield,
    LLC
    Woods
    Industries, Inc.
    Production
    Costs Overview and Impact of Copper Prices
   21




---



##### Table of Contents



Current
    Business Environment
    Consolidated
    Results of Operations
    Year Ended December 31,2008


2007


2006Amount


%


Amount


%


Amount


%(In thousands)Net sales

$
972,968



100.0
%

$
864,144



100.0
%

$
423,358



100.0
%Gross profit


93,601



9.6



104,593



12.1



81,716



19.3Selling, engineering, general and administrative expenses


52,227



5.4



44,258



5.1



31,760



7.5Intangible asset amortization


12,006



1.2



7,636



0.9







Asset impairments


29,276



3.0















Restructuring


10,225



1.1



874



0.1



1,396



0.3Operating income (Loss)


(10,133
)


(1.0
)


51,825



6.0



48,560



11.5Interest expense


29,656



3.0



27,519



3.2



15,933



3.8Other (income) loss, net


2,181



0.2



41







497



0.1Income (loss) before income taxes


(41,970
)


(4.3
)


24,265



2.8



32,130



7.6Income tax expense (benefit)


(13,709
)


(1.4
)


9,375



1.1



2,771



0.7Net income (loss)

$
(28,261
)


(2.9
)

$
14,890



1.7


$
29,359



6.9  22




---



##### Table of Contents



Year Ended December 31,2008


2007


2006(In thousands)Net income (loss)

$
(28,261
)

$
14,890


$
29,359Interest expense


29,656



27,519



15,933Income tax expense (benefit)


(13,709
)


9,375



2,771Depreciation and amortization expense


28,594



20,476



5,434EBITDA

$
16,280


$
72,260


$
53,497       Year Ended December 31,2008


2007


2006(In thousands)Net cash flow from operating activities

$
116,198


$
23,793


$
30,048Interest expense


29,656



27,519



15,933Income tax expense (benefit)


(13,709
)


9,375



2,771Deferred tax provisions


15,164



3,689



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


(284
)


20



(491
)Stock-based compensation


(2,426
)


(3,739
)


(1,412
)Inventory provision


(4,800
)






Inventory theft insurance receivable allowance


(1,588
)






Asset impairments


(29,276
)






Changes in operating assets and liabilities


(92,655
)


11,603



7,327EBITDA

$
16,280


$
72,260


$
53,497  23




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##### Table of Contents



Earnings
    and Performance Summary
        Key
    Accomplishments for 2008 and Objectives for 2009
    
    Effective management of our balance sheet, working capital and
    controllable costs;
    Continuous proactive monitoring and adjusting of production
    capabilities and capacity in light of extremely challenging
    macro-economic and industry conditions;
    Successful completion of remaining tasks related to the full
    integration of our 2007 Acquisitions which were largely
    integrated in 2008; and
    Focus on profitable, long-term customer relationships and
    continue to demonstrate a strong commitment to our customers by
    maintaining continued high levels of service, providing
    innovative and high-quality products, and finding ways to retain
    and expand these relationships.    
    Significantly reduced our debt levels in 2008. Our total debt
    was reduced by $95.0 million in 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. As the price of copper increased significantly
    during the first half of 2008, we further increased our already
    significant focus on reducing inventory levels as a means of
    limiting 24




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##### Table of Contents



the impact of rising costs on our working capital requirements.
    And, in spite of more-recent declines in copper prices, the
    organization remains focused on reducing stock levels across our
    supply chain;  
    Our capital structure includes a $200.0 million Revolving
    Credit Facility, which matures in 2012 and had
    $74.2 million in excess availability at December 31,
    2008. In early 2009, we paid the remaining $30.0 million
    balance outstanding on this facility, and as a result, we had no
    outstanding borrowings and approximately $90.0 million in
    excess availability under the facility as of February 28,
    2009. We have no required debt repayments until our Senior Notes
    mature in 2012;
    Fully integrated our Woods acquisition, incorporating this
    business into our core operations and eliminating separate
    corporate and distribution functions during the first half of
    2008;
    Opened a new, 503,000 square-foot distribution facility in
    April 2008 in Pleasant Prairie, Wisconsin. This facility allowed
    for the consolidation of three former distribution facilities
    (located in Indianapolis, Indiana (acquired as part of the Woods
    acquisition); Gurnee, Illinois; and Waukegan, Illinois) into
    this single leased distribution facility;
    Closed facilities and consolidated the related operations of a
    number of the manufacturing and distribution facilities acquired
    as part of the Copperfield acquisition. This included the
    consolidation and closure of former Copperfield manufacturing
    and distribution facilities located in Avilla, Indiana; Nogales,
    Arizona; and El Paso, Texas, primarily into operations at
    one modern new facility in El Paso, Texas;
    In addition, as we have previously indicated, and as discussed
    in the OEM financial operations review section below, during the
    second half of 2008, we have worked to adjust our pricing and
    rationalize our customer base within our OEM segment (the
    OEM rationalization). The OEM rationalization is
    aimed at improving our overall profitability while also reducing
    our exposure to certain OEM customers heavily impacted by
    current economic conditions. However, we anticipate losing
    significant future OEM sales as a result of these decisions,
    which in turn has required us to review and adjust our asset
    base and capacity accordingly. This served as reason in part for
    our recognition of significant asset impairments during 2008, as
    further discussed below.
    During the last half of 2008, we announced a series of separate
    planned workforce reductions affecting a number of our
    manufacturing facilities, as well as our corporate office in
    Waukegan, Illinois, as discussed below. As a result, our
    headcount at the end of 2008 totaled 1,180 employees, down
    more than 350 employees from the end of 2007.  Restructuring
    and Integration of 2007 Acquisitions
     25




---



##### Table of Contents



Year
    Ended December 31, 2008 Compared with Year Ended
    December 31, 2007
  Net sales
      Gross profit
 26




---



##### Table of Contents



macro-economic
    Selling, engineering, general and
    administrative
  Intangible amortization expense
  Asset impairments
 27




---



##### Table of Contents



Restructuring charges
  Interest expense
  Other (income) loss, net
  Income tax expense (benefit)
  Year
    Ended December 31, 2007 Compared with Year Ended
    December 31, 2006
  Net sales
  Gross profit
 28




---



##### Table of Contents



Selling, engineering, general and
    administrative
  Intangible amortization expense
  Restructuring charges
  Interest expense
  Other (income) loss, net
  Income tax expense
  Segment
    Results
    Year Ended December 31,2008


2007


2006Amount


Percent of Total


Amount


Percent of Total


Amount


Percent of Total(In thousands)Net sales:Distribution

$
670,740



68.9
%

$
576,602



66.7
%

$
394,845



93.4
%OEM


302,228



31.1



287,542



33.3



28,513



6.6Total

$
972,968



100.0
%

$
864,144



100.0
%

$
423,358



100.0
%   29




---



##### Table of Contents



Percent of





Percent of





Percent ofSegment





Segment





SegmentAmount


Net Sales


Amount


Net Sales


Amount


Net SalesOperating income (loss):Distribution

$
57,142



8.5
%

$
58,439



10.1
%

$
51,676



13.1
%OEM


(3,348
)


(1.1
)%


8,323



2.9



3,671



12.9Total


53,794







66,762







55,347Corporate


(63,927
)






(14,937
)






(6,787
)Consolidated Operating Income (Loss)

$
(10,133
)





$
51,825






$
48,560     Distribution
    Segment
      OEM
    Segment
   30




---



##### Table of Contents



Liquidity
    and Capital Resources
      Debt
    As of December 31,2008


2007(In thousands)Revolving Credit Facility expiring April 2, 2012

$
30,000


$
123,4389.875% Senior Notes due October 1, 2012, including
    unamortized premium of $2,352 and $2,980, respectively


242,352



242,980Capital lease obligations


462



782Other debt






641Total debt

$
272,814


$
367,841  31




---



##### Table of Contents



Revolving
    Credit Facility
            9.875% Senior
    Notes
        Current
    and Future Liquidity
   32




---



##### Table of Contents



Cash
    Flow Summary
    As of December 31,2008


2007


2006(In thousands)Net (Loss) Income

$
(28,261
)

$
14,890


$
29,359Non-cash items


51,804



21,692



8,964Changes in working capital assets and liabilities


92,655



(12,789
)


(8,275
)Net cash from operating activities


116,198



23,793



30,048Net cash from investing activities


(13,799
)


(269,072
)


(2,578
)Net cash from financing activities


(94,535
)


239,398



(12,794
)Effects of exchange rate changes on cash and cash equivalents


(413
)


24



Net increase (decrease) in cash and cash equivalents


7,451



(5,857
)


14,676Cash and equivalents at beginning of year


8,877



14,734



58Cash and equivalents at end of year

$
16,328


$
8,877


$
14,734   Operating
    activities
     33




---



##### Table of Contents



Investing
    activities
    Financing
    activities
    Seasonality
    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)

$
361,227


$
23,700


$
47,400


$
290,127


$
Capital lease obligations (including interest)


490



472



18







Operating lease obligations


48,042



7,776



14,166



10,936



15,164Purchase obligations


27,898



27,898











Total

$
437,657


$
59,846


$
61,584


$
301,063


$
15,164    34




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Revenue
    Recognition
    Allowance
    for Uncollectible Accounts
   35




---



##### Table of Contents



Inventories
  first-in product-by-product
  Plant
    and Equipment and other Long-Lived Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Goodwill
  Goodwill and Other Intangible
    Assets st
 36




---



##### Table of Contents



Income
    Taxes
  Accounting for Income Taxes.
    New
    Accounting Pronouncements
         37




---



##### Table of Contents



No. 142-3, No. 142-3 No. 142-3 No. 142-3
    ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Commodity Risk.
 38




---



##### Table of Contents



Interest Rate Risk.
  Foreign Currency Exchange 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  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).
 39




---



##### Table of Contents



Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(d) 15d-15(f)
 40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board
    of Directors and Shareholders of
                DELOITTE &
    TOUCHE LLP
     41




---



##### 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  
 42




---



##### Table of Contents



PART IV  ITEM 15
    Exhibits
    and Financial Statement Schedules             43




---



##### Table of Contents



Coleman
    Cable, Inc. and Subsidiaries
  INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31,
    2008
  Reports of Independent Registered Public
    Accounting Firm  Deloitte & Touche LLP


F-2Consolidated Statements of Operations for the
    Years Ended December 31, 2008, 2007 and 2006


F-3Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-4Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2007 and 2006


F-5Consolidated Statements of Changes in
    Shareholders Equity for the Years Ended December 31,
    2008, 2007 and 2006


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
            DELOITTE &
    TOUCHE LLP
     F-2




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2008


2007


2006(Thousands, except per share data)NET SALES

$
972,968


$
864,144


$
423,358COST OF GOODS SOLD


879,367



759,551



341,642GROSS PROFIT


93,601



104,593



81,716SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES


52,227



44,258



31,760INTANGIBLE ASSET AMORTIZATION


12,006



7,636



ASSET IMPAIRMENTS


29,276







RESTRUCTURING CHARGES


10,225



874



1,396OPERATING INCOME (LOSS)


(10,133
)


51,825



48,560INTEREST EXPENSE


29,656



27,519



15,933OTHER (INCOME) LOSS, NET


2,181



41



497INCOME (LOSS) BEFORE INCOME TAXES


(41,970
)


24,265



32,130INCOME TAX EXPENSE (BENEFIT)


(13,709
)


9,375



2,771NET INCOME (LOSS)

$
(28,261
)

$
14,890


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

$
(1.68
)

$
0.89


$
2.15Diluted


(1.68
)


0.88



2.15WEIGHTED AVERAGE COMMON SHARES OUTSTANDINGBasic


16,787



16,787



13,637Diluted


16,787



16,826



13,637PRO FORMA DATA (Note 1)PRO FORMA NET INCOMEIncome before income taxes









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










12,400Pro forma net income (unaudited)









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









$
1.45Diluted










1.45    F-3




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(Thousands except per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
16,328


$
8,877Accounts receivable, net of allowances of $3,020 and $4,601,
    respectively


97,038



159,133Inventories


73,368



138,359Deferred income taxes


4,202



3,776Assets held for sale


3,535



661Prepaid expenses and other current assets


10,688



8,647Total current assets


205,159



319,453PROPERTY, PLANT AND EQUIPMENT:Land


1,675



2,772Buildings and leasehold improvements


14,915



14,780Machinery, fixtures and equipment


93,675



101,701110,265



119,253Less accumulated depreciation and amortization


(50,098
)


(42,918
)Construction in progress


1,276



3,628Property, plant and equipment, net


61,443



79,963GOODWILL


98,354



108,461INTANGIBLE ASSETS, NET


39,385



58,181OTHER ASSETS, NET


7,625



9,594TOTAL ASSETS

$
411,966


$
575,652LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
30,445


$
936Accounts payable


27,408



49,519Accrued liabilities


31,191



38,473Total current liabilities


89,044



88,928LONG-TERM DEBT


242,369



366,905LONG-TERM LIABILITIES


4,046



281DEFERRED INCOME TAXES


7,088



23,567COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Common stock, par value $0.001; 75,000 shares authorized
    and 16,787 shares issued and outstanding


17



17Additional paid-in capital


86,135



83,709Retained earnings (accumulated deficit)


(15,968
)


12,293Accumulated other comprehensive loss


(765
)


(48
)Total shareholders equity


69,419



95,971TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
411,966


$
575,652    F-4




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2008


2007


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

$
(28,261
)

$
14,890


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


30,015



21,662



6,382Stock-based compensation


2,426



3,739



1,412Inventory theft insurance receivable allowance


1,588







Foreign currency transaction loss


2,250







Provision for inventories


4,800







Asset impairments


29,276







Deferred tax provision (credit)


(15,164
)


(3,689
)


679(Gain) loss on disposal of fixed assets


284



(20
)


502Gain on sale of investment










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


60,065



(4,606
)


(3,478
)Inventories


58,224



(2,894
)


1,124Prepaid expenses and other assets


(4,055
)


(4,967
)


142Accounts payable


(19,862
)


(6,377
)


(8,869
)Accrued liabilities


(5,388
)


6,055



2,806Net cash flow from operating activities


116,198



23,793



30,048CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(13,266
)


(6,010
)


(2,702
)Acquisition of businesses, net of cash acquired


(708
)


(236,138
)


Proceeds from the disposal of fixed assets


175



17



42Proceeds from sale of investment






59



82Net cash flow from investing activities


(13,799
)


(269,072
)


(2,578
)CASH FLOW FROM FINANCING ACTIVITIES:Borrowings under revolving loan facilities to fund acquisitions,
    including issuance costs






127,080



Net borrowings (repayments) under revolving loan facilities


(93,438
)


(5,450
)


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






(451
)


114,851Issuance of senior notes, net of issuance costs






119,352



Repayment of long-term debt


(1,097
)


(1,133
)


(793
)Repurchase of common stock










(61,384
)Dividends paid to shareholders










(19,468
)Net cash flow from financing activities


(94,535
)


239,398



(12,794
)Effect of exchange rate changes on cash and cash equivalents


(413
)


24



INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


7,451



(5,857
)


14,676CASH AND CASH EQUIVALENTS  Beginning of year


8,877



14,734



58CASH AND CASH EQUIVALENTS  End of year

$
16,328


$
8,877


$
14,734NONCASH ACTIVITYCapital lease obligation

$
135


$
50


$
Unpaid capital expenditures


135



1,453



SUPPLEMENTAL CASH FLOW INFORMATIONIncome taxes paid

$
4,848


$
18,709


$
1,259Cash interest paid


29,059



23,220



15,187    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


Total(Thousands)BALANCE  December 31, 2006


16,787


$
17


$
80,421


$
(2,597
)

$



$
77,841Comprehensive incomeNet income














14,890







14,890Cumulative translation, net of taxes


















(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 taxes


















(580
)


(580
)Derivative losses, net of taxes


















(137
)


(137
)Total Comprehensive Income






















(28,978
)Stock-based compensation










2,426











2,426BALANCE  December 31, 2008


16,787


$
17


$
86,135


$
(15,968
)

$
(765
)

$
69,419    F-6




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##### 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
        Unaudited
    Pro Forma Data
    Accounting
    Estimates
   F-7




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Balance  January 1

$
4,601


$
2,092


$
1,876Provisions


2,973



625



294Acquisition and purchase accounting adjustments


(65
)


2,944



Write-offs and credit allowances, net of recovery


(4,348
)


(1,060
)


(78
)Foreign currency translation adjustment


(141
)






Balance  December 31

$
3,020


$
4,601


$
2,092   Revenue
    Recognition
    Cost
    of Goods Sold
    Foreign
    Currency Translation
  year-end
  Cash
    and Cash Equivalents
    Inventories
  first-in,
  Assets
    Held for Sale
   F-8




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
    Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets,
  Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    (SFAS No. 144),
  Income
    Taxes
      Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 F-9




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Derivative
    and Other Financial Instruments, and Concentrations of Credit
    Risk
          Stock-based
    Compensation
  Share-based
    Payment,
  Earnings
    per Common Share
   F-10




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    New
    Accounting Pronouncements
  Business Combinations
  Fair Value Measurements.
  The
    Fair Value Option for Financial Assets and Financial Liabilities
    including an Amendment of FASB Statement No. 115
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Disclosures about Derivative Instruments and Hedging
    Activities-an Amendment of FASB Statement No. 133
  The
    Hierarchy of Generally Accepted Accounting Principles
 F-11




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 142-3, No. 142-3 No. 142-3 No. 142-3
  Accounting for Financial Guarantee
    Insurance Contracts-an interpretation of FASB Statement
    No. 60.
  2.
    ACQUISITIONS  Copperfield,
    LLC
      Woods
    Industries
   F-12




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchase
    Price Allocations
  Business
    Combinations
    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     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    F-13




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unaudited
    Selected Pro Forma Financial Information
    Years December 31,2007


2006Net sales

$
1,142,266


$
1,108,079Net income

$
7,094


$
23,244Earnings per share:Basic

$
0.42


$
1.70Diluted

$
0.42


$
1.70   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 December 31, 2008

$
98,354


$



$
98,354    F-14




---



##### Table of Contents



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


2008


2007Average


Gross








Net


Gross





NetAmortization


Carrying


Impairment


Accumulated


Carrying


Carrying


Accumulated


CarryingPeriod


Amount


Losses


Amortization


Amount


Amount


Amortization


AmountCustomer relationships


4


$
56,500


$
(6,754
)

$
(18,291
)

$
31,455


$
56,500


$
(7,026
)

$
49,474Trademarks and trade names


11



8,350







(795
)


7,555



8,350



(343
)


8,007Non-competition agreements


2



1,000







(625
)


375



1,000



(300
)


700Total


5


$
65,850


$
(6,754
)

$
(19,711
)

$
39,385


$
65,850


$
(7,669
)

$
58,181     2009

$
8,7942010


6,8262011


5,4252012


4,3162013


3,456   Asset
    Impairments
    Machinery and equipment

$
10,216Intangible assets


6,754Goodwill


11,725Assets held for sale


581Total

$
29,276   Accounting for the Impairment
    or Disposal of Long-Lived Assets
    (SFAS No. 144), Goodwill and Other Intangible Assets
    (SFAS 142)
 F-15




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      4.
    RESTRUCTURING
    AND INTEGRATION ACTIVITIES  2008
    Restructuring and Integration Activities
     F-16




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2006
    Restructuring Activities
      Employee


Lease


Equipment


OtherSeverance


Termination


Relocation


ClosingCosts


Costs


Costs


Costs


TotalRestructuring ActivitiesBALANCE  December 31, 2006

$



$



$



$



$
Provision














874



874Purchase accounting adjustments


385















385Uses














(874
)


(874
)BALANCE  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


$
5,016  F-17




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    INVENTORIES    December 31,2008


2007FIFO cost:Raw materials

$
14,628


$
31,626Work in progress


2,038



4,324Finished products


56,702



102,409Total

$
73,368


$
138,359     6.
    ACCRUED
    LIABILITIES    December 31,2008


2007Salaries, wages and employee benefits

$
3,289


$
9,503Sales incentives


10,416



14,383Interest


5,988



6,505Other


11,498



8,082Total

$
31,191


$
38,473   7.
    DEBT    December 31,2008


2007Revolving credit facility expiring April 2, 2012

$
30,000


$
123,4389.875% Senior notes due October 1, 2012, including
    unamortized premium of $2,352 and $2,980, respectively


242,352



242,980Capital lease obligations


462



782Other long-term debt






641272,814



367,841Less current portion


(30,445
)


(936
)Total long-term debt

$
242,369


$
366,905  F-18




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revolving
    Credit Facility
              9.875% Senior
    Notes
   F-19




---



##### Table of Contents



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

$
4452010


142011


32012


240,0002013


Subsequent to 2013


Total debt maturities


240,462Revolving Credit Facility


30,000Unamortized premium on long-term debt


2,352Total debt

$
272,814     Debt
    Issue Costs
    8.
    INCOME
    TAXES  Tax Matters
    Agreement
 F-20




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Income (loss) before income taxesU.S

$
(45,358
)

$
23,367


$
32,130Foreign


3,388



898



Total

$
(41,970
)

$
24,265


$
32,130     2008


2007


2006Current tax expense

$
1,453


$
13,064


$
2,092Deferred income tax expense (benefit)


(15,164
)


(3,689
)


679Total income tax expense (benefit)

$
(13,709
)

$
9,375


$
2,771       2008


2007Deferred tax assets:Reserves not deducted for tax:Allowances for uncollectible accounts

$
(537
)

$
(604
)Legal reserves


(216
)


(151
)Employee benefits


(372
)


(499
)Insurance receivable allowance


(613
)


Other


(3,273
)


(1,678
)Tax credits


(1,488
)


Inventories


(1,266
)


(1,292
)Stock-based compensation


(2,741
)


(1,465
)Deferred tax liabilities:Depreciation and amortization


12,734



24,951Other


658



529Net deferred tax liability

$
2,886


$
19,791  F-21




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Income taxes (benefit) at federal statutory rate

$
(14,698
)

$
8,487


$
10,924Increase (decrease) in income taxes resulting from:Goodwill impairments


3,345







Change in state tax rates


(851
)






Non-taxable S corporation (income) losses










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


(918
)


1,331



652S to C corporation conversion










346Other


(587
)


(443
)


197Income taxes

$
(13,709
)

$
9,375


$
2,771   non-U.S. subsidiaries.
    9.
    COMMITMENTS
    AND CONTINGENCIES  Capital
    and Operating Leases
    Capital


OperatingLeases


Leases2009

$
472


$
7,7762010


15



7,7812011


3



6,3862012






6,1012013






4,834After 2013






15,164Total

$
490


$
48,042Less: Amounts representing interest


28Present value of future minimum lease payments


462Less: Current obligations under capital leases


445Long-term obligations under capital leases

$
17    F-22




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employee
    Benefits
    Legal
    Matters
        Self-Insurance
    Tax
    Matters Agreement
     F-23




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivative
    Financial Instruments
    Riblet
    Pension Plan
    10.
    SHAREHOLDERS
    EQUITY    11.
    EARNINGS
    PER SHARE    Years Ended December 31,2008


2007


2006Basic weighted average shares outstanding


16,787



16,786



13,637Dilutive effect of share-based awards






40



Diluted weighted average shares outstanding


16,787



16,826



13,637  F-24




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    STOCK-BASED
    COMPENSATION  Stock-Based
    Compensation
    Stock
    Options
    2008


2007


2006Fair value of options at grant date (per share)

$
4.38


$
11.67


$
8.09Dividend yield


0
%


0
%


0
%Expected volatility


51
%


45
%


45
%Risk-free interest rate


3.56
%


4.70
%


4.74
%Expected term of options


6 years



6 years



7 years    F-25




---



##### 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, 2008


888


$
15.52Granted


206


$
8.38Exercised






Forfeited or expired


(65
)


15.00Outstanding on December 31, 2008


1,029


$
14.12



8.1



At December 31, 2008:Vested or expected to vest


987


$
14.19



8.1



Exercisable














     Stock
    Awards
      Weighted-AverageGrant -DateShares


Fair ValueNonvested at January 1, 2008






Granted


67


$
8.41Vested






Forfeited






Nonvested at December 31, 2008


67


$
8.41   13.
    RELATED
    PARTIES     F-26




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  co-chairmen
      14.
    INVENTORY
    THEFT    15.
    BUSINESS
    SEGMENT INFORMATION    Disclosure about Segments of an
    Enterprise and Related Information
 F-27




---



##### 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-28




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2007


2006(In thousands)Net sales:Distribution

$
670,740


$
576,602


$
394,845OEM


302,228



287,542



28,513Total

$
972,968


$
864,144


$
423,358Operating income:Distribution

$
57,142


$
58,439


$
51,676OEM


(3,348
)


8,323



3,671Total


53,794



66,762



55,347General corporate


(63,927
)


(14,937
)


(6,787
)Consolidated operating income

$
(10,133
)

$
51,825


$
48,560     Net Sales by Groups of Products

2008


2007


2006(In thousands)Industrial Wire and Cable

$
293,250


$
312,105


$
199,804Electronic Wire


381,227



402,146



124,788Assembled Wire and Cable Products


261,313



120,940



83,400Fabricated Bare Wire


37,178



28,953



15,366Total

$
972,968


$
864,144


$
423,358     16.
    SUPPLEMENTAL
    GUARANTOR INFORMATION   F-29




---



##### Table of Contents



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


Non GuarantorParent


Subsidiaries


Subsidiary


Eliminations


TotalNet sales

$
501,847


$
428,645


$
42,476


$



$
972,968Cost of goods sold


438,514



408,850



32,003







879,367Gross profit


63,333



19,795



10,473







93,601Selling, engineering, general and administrative expenses


42,672



5,154



4,401







52,227Intangible amortization


267



11,634



105







12,006Impairment charges


29,276















29,276Restructuring charges


1,455



8,760



10







10,225Operating income (loss)


(10,337
)


(5,753
)


5,957







(10,133
)Interest expense


29,454



(92
)


294







29,656Other loss (income)


(69
)






2,250







2,181Income before income taxes


(39,722
)


(5,661
)


3,413







(41,970
)Income tax expense


(13,741
)


(940
)


972







(13,709
)Income from subsidiaries


(2,280
)










2,280



Net income (loss)

$
(28,261
)

$
(4,721
)

$
2,441


$
2,280


$
(28,261
)   CONSOLIDATING
    STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31,
    2007
  Guarantor


Non GuarantorParent


Subsidiaries


Subsidiary


Eliminations


TotalNet sales

$
446,652


$
433,052


$
3,395


$
(18,955
)

$
864,144Cost of goods sold


371,639



385,942



1,970







759,551Gross profit


75,013



47,110



1,425



(18,955
)


104,593Selling, engineering, general and administrative expenses


38,740



23,997



476



(18,955
)


44,258Intangible amortization


14



7,613



9







7,636Restructuring charges


595



279











874Operating income


35,664



15,221



940







51,825Interest expense


19,039



8,437



43







27,519Other income


42







(1
)






41Income before income taxes


16,583



6,784



898







24,265Income tax expense


8,697



429



249







9,375Income from subsidiaries


7,004











(7,004
)


Net income

$
14,890


$
6,355


$
649


$
(7,004
)

$
14,890  F-30




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    STATEMENT OF INCOME 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


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-31




---



##### 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


Subsidiaries


Subsidiaries


Eliminations


TotalASSETSCURRENT ASSETS:Cash and cash equivalents

$
12,606


$
60


$
3,662


$



$
16,328Accounts receivable, net of allowances


70,724



19,912



6,402







97,038Intercompany receivable






105,487







(105,487
)


Inventories, net


56,393



11,609



5,366







73,368Deferred income taxes


3,968



191



43







4,202Assets held for sale


3,535















3,535Prepaid expenses and other current assets


7,160



3,475



53







10,688Total current assets


154,386



140,734



15,526



(105,487
)


205,159PROPERTY, PLANT AND EQUIPMENT, NET


16,693



44,300



450







61,443GOODWILL


57,679



39,417



1,258







98,354INTANGIBLE ASSETS, NET


756



38,408



221







39,385OTHER ASSETS, NET


16,277



636



70



(9,358
)


7,625INVESTMENT IN SUBSIDIARIES


241,974











(241,974
)


TOTAL ASSETS

$
487,765


$
263,495


$
17,525


$
(357,819
)

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

$
30,445


$



$



$



$
30,445Accounts payable


22,232



3,041



2,135







27,408Intercompany payable


104,661







801



(105,462
)


Accrued liabilities


9,221



18,767



3,203







31,191Total current liabilities


165,559



21,808



6,139







89,044LONG-TERM DEBT


242,369











(105,462
)


242,369LONG TERM LIABILITIES, NET


1,592



2,479



9,358



(9,383
)


4,046DEFERRED INCOME TAXES


7,826



(356
)


(382
)






7,088Common stock


17















17Additional paid in capital


86,135



215,449







(215,449
)


86,135Accumulated other comprehensive income


(765
)






(629
)


629



(765
)Retained earnings (accumulated deficit)


(15,968
)


24,115



3,039



(27,154
)


(15,968
)Total shareholders equity


69,419



239,564



2,410



(241,974
)


69,419TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
487,765


$
263,495


$
17,525


$
(356,819
)

$
411,966  F-32




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONSOLIDATING
    BALANCE SHEET AS OF DECEMBER 31, 2007
  Guarantor


Non GuarantorParent


Subsidiaries


Subsidiaries


Eliminations


TotalASSETSCURRENT ASSETS:Cash and cash equivalents

$
3,822


$
14


$
5,041


$



$
8,877Accounts receivable, net of allowances


83,596



68,533



7,004







159,133Intercompany receivable


27,006



17,273



1,736



(46,015
)


Inventories, net


80,231



51,303



6,825







138,359Deferred income taxes


3,169



607











3,776Assets held for sale


661















661Prepaid expenses and other current assets


7,839



3,167



187



(2,546
)


8,647Total current assets


206,324



140,897



20,793



(48,561
)


319,453PROPERTY, PLANT AND EQUIPMENT, NET


16,352



63,104



507







79,963GOODWILL


62,413



43,638



2,410







108,461INTANGIBLE ASSETS, NET


1,022



56,788



371







58,181OTHER ASSETS, NET


8,811



783











9,594INVESTMENT IN SUBSIDIARIES


260,247











(260,247
)


TOTAL ASSETS

$
555,169


$
305,210


$
24,081


$
(308,808
)

$
575,652LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt

$
310


$
626


$



$



$
936Accounts payable


25,515



21,586



2,418







49,519Intercompany payable


19,009



27,006







(46,015
)


Accrued liabilities


24,051



11,217



5,751



(2,546
)


38,473Total current liabilities


68,885



60,435



8,169



(48,561
)


88,928LONG-TERM DEBT


366,635



270











366,905LONG TERM LIABILITIES, NET






281











281DEFERRED INCOME TAXES


23,519



48











23,567Common stock


17















17Additional paid in capital


83,709



215,341



15,421



(230,762
)


83,709Accumulated other comprehensive income


111







(159
)






(48
)Retained earnings (accumulated deficit)


12,293



28,835



650



(29,485
)


12,293Total shareholders equity


96,130



244,176



15,912



(260,247
)


95,971TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
555,169


$
305,210


$
24,081


$
(308,308
)

$
576,652  F-33




---



##### 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


Subsidiaries


Subsidiary


Eliminations


TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income

$
(28,261
)

$
(4,721
)

$
2,441


$
2,280


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


6,579



23,194



242







30,015Impairment charge


28,693



583











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


4,618



182











4,800Deferred tax provision


(16,370
)


(78
)


1,284







(15,164
)Loss on sale of fixed assets  net


58



170



56







284Equity in consolidated subsidiary


2,280











(2,280
)


Changes in operating assets and liabilities:Accounts receivable


12,872



48,621



(1,428
)






60,065Inventories


19,234



39,513



(523
)






58,224Prepaid expenses and other assets


(1,093
)


(134
)


(282
)


(2,546
)


(4,055
)Accounts payable


(3,263
)


(17,246
)


647







(19,862
)Intercompany accounts


94,842



(91,290
)


(3,552
)






Accrued liabilities


(16,140
)


9,846



(1,640
)


2,546



(5,388
)Net cash flow from operating activities


108,063



8,640



(505
)






116,198CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(4,806
)


(7,999
)


(461
)






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


(708
)














(708
)Proceeds from the sale of fixed assets


142



33











175Proceeds from the sale of investment


















Net cash flow from investing activities


(5,372
)


(7,966
)


(461
)






(13,799
)CASH FLOW FROM FINANCING ACTIVITIES:Borrowings under revolving loan facilities to fund acquisitions
    including issue costs


















Net borrowings (repayments) under revolving loan facilities


(93,438
)














(93,438
)Proceeds of issuance of common stock, net


















Repayment of long-term debt


(471
)


(626
)










(1,097
)Borrowings of long-term debt


















Net cash flow from financing activities


(93,909
)


(626
)










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










(413
)






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


8,784



46



(1,379
)






7,451CASH AND CASH EQUIVALENTS  Beginning of year


3,822



14



5,041







8,877CASH AND CASH EQUIVALENTS  End of year

$
12,606


$
60


$
3,662


$



$
16,328NONCASH ACTIVITYCapital lease obligations

$
135


$



$



$



$
135Unpaid capital expenditures


24



111











135  F-34




---



##### 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


Subsidiaries


Subsidiary


Eliminations


TotalCASH FLOW FROM OPERATING ACTIVITIES:Net income

$
14,890


$
6,355


$
649


$
(7,004
)

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


4,604



17,055



3







21,662Stock-based compensation


3,739















3,739Deferred tax provision


(3,188
)


(501
)










(3,689
)Loss on sale of fixed assets  net


(44
)


24











(20
)Equity in consolidated subsidiary


(7,004
)










7,004



Changes in operating assets and liabilities:Accounts receivable


(784
)


(5,412
)


1,590







(4,606
)Inventories


(685
)


(2,944
)


735







(2,894
)Prepaid expenses and other assets


(5,247
)


(731
)


(168
)


1,179



(4,967
)Accounts payable


7,611



(13,428
)


(560
)






(6,377
)Intercompany accounts


2,555



(1,093
)


(1,462
)






Accrued liabilities


4,325



3,441



(532
)


(1,179
)


6,055Net cash flow from operating activities


20,772



2,766



255







23,793CASH FLOW FROM INVESTING ACTIVITIES:Capital expenditures


(3,165
)


(2,822
)


(23
)






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


(268,562
)


639



4,785







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


17















17Proceeds from the sale of investment


59















59Net cash flow from investing activities


(271,651
)


(2,183
)


4,762







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


127,080















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


(5,450
)














(5,450
)Proceeds of issuance of common stock, net


(451
)














(451
)Repayment of long-term debt


(549
)


(584
)










(1,133
)Borrowings of long-term debt


119,352















119,352Net cash flow from financing activities


239,982



(584
)










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










24







24INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(10,897
)


(1
)


5,041







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


14,719



15











14,734CASH AND CASH EQUIVALENTS  End of year

$
3,822


$
14


$
5,041


$



$
8,877NONCASH ACTIVITYCapital lease obligations

$
35


$
15


$



$



$
50Unpaid capital expenditures


45



1,408











1,453  F-35




---



##### 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-36




---



##### Table of Contents



COLEMAN
    CABLE, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    QUARTERLY
    RESULTS (UNAUDITED)  First


Second


Third


Fourth


Total2008


2007


2008


2007


2008


2007


2008


2007


2008


2007Total Net Sales

$
252,483


$
109,396


$
267,578


$
247,018


$
270,712


$
253,453


$
182,195


$
254,277


$
972,968


$
864,144Gross Profit


28,849



16,486



28,292



28,378



29,898



29,166



6,562



30,563



93,601



104,593Total Operating Income (Loss)


13,250



7,642



8,871



14,647



10,045



14,838



(42,299
)


14,698



(10,133
)


51,825Total Net Income (Loss)


3,258



2,794



843



4,098



1,737



4,043



(34,099
)


3,955



(28,261
)


14,890Net Income (Loss) Per ShareBasic


0.19



0.17



0.05



0.24



0.10



0.24



(2.03
)


0.24



(1.68
)


0.89Diluted


0.19



0.17



0.05



0.24



0.10



0.24



(2.03
)


0.24



(1.68
)


0.88            F-37




---



##### 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
  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



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



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
.4



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
.5



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
.6



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
.7



First Amendment to the 2006 Long-Term Incentive Plan,
    incorporated herein by reference to our Proxy Statement filed on
    April 10, 2007.*10
.8



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, 2006.10
.9



Indemnification Agreement dated November13, 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.*10
.11



Employment Agreement, dated December 29, 2008 between
    Coleman Cable, Inc. and Richard Carr.*10
.12



Amended and Restated Employment Agreement, dated as of
    December 30, 2008 by and between Coleman Cable, Inc. and G.
    Gary Yetman. E-1




---



##### Table of Contents



Item No.



Description*10
.13



Employment Agreement, dated December 30, 2008 between
    Coleman Cable, Inc. and Mike Frigo.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