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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)



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

For the fiscal year ended December 31, 2010,

or



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

For the transition period from
                    to                     .

Commission File Number: 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 Registered
|Common Stock, par value $0.001 per share |  | NASDAQ Global Market                

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

None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant: (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.    Yes  x    No   ̈

Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of
June 30, 2010 was $60,313,286.

Common shares outstanding as of February 28, 2011 17,433,025





DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrants Proxy Statement on Schedule 14A for its 2011 Annual Meeting of Stockholders to be held on
April 28, 2011, which will be filed with the Securities and Exchange Commission 120 days within the end of the fiscal year ended December 31, 2010.









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TABLE OF CONTENTS



|         |  |                                                                                                                   |  |      |     | 
|-------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|         |  |                                                                                                                   |  | Page |    
|PART I   |  |                                                                                                                   |  |     
|Item 1.  |  | Business                                                                                                          |  |      | 3   | 
|Item 1A. |  | Risk Factors                                                                                                      |  |      | 8   | 
|Item 1B. |  | Unresolved Staff Comments                                                                                         |  |      | 12  | 
|Item 2.  |  | Properties                                                                                                        |  |      | 12  | 
|Item 3.  |  | Legal Proceedings                                                                                                 |  |      | 12  | 
|Item 4.  |  | Reserved                                                                                                          |  |      | 13  | 
|PART II  |  |                                                                                                                   |  |     
|Item 5.  |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
 Securities |  |      | 13  | 
|Item 6.  |  | Selected Financial Data                                                                                           |  |      | 14  | 
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                             |  |      | 14  | 
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                        |  |      | 30  | 
|Item 8.  |  | Financial Statements and Supplementary Data                                                                       |  |      | 30  | 
|Item 9.  |  | Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure                              |  |      | 30  | 
|Item 9A. |  | Controls and Procedures                                                                                           |  |      | 30  | 
|PART III |  |                                                                                                                   |  |     
|Item 10. |  | Directors and Executive Officers of the Registrant                                                                |  |      | 31  | 
|Item 11. |  | Executive Compensation                                                                                            |  |      | 31  | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters                    |  |      | 31  | 
|Item 13. |  | Certain Relationships and Related Transactions                                                                    |  |      | 31  | 
|Item 14. |  | Principal Accountant Fees and Services                                                                            |  |      | 31  | 
|PART IV  |  |                                                                                                                   |  |     
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                        |  |      | 31  | 
|         |  | Index to Consolidated Financial Statements                                                                        |  |      | F-1 | 

TRADEMARKS

Our trademarks, service marks and trade names referred to in this report include American Contractor®, BaronTM, Booster-in-a-Bag®, CCI®, Clear SignalTM, Copperfield®, Corra/Clad®, Maximum Energy®, Moonrays®, Plencote®, Polar-FlexTM, Polar-Rig 125(R), Polar Solar®, Power Station®, Push-LockTM, Road Power®, Royal®, Seoprene®, Signal®, Woods®, Yellow Jacket® and X-Treme BoxTM, among others.



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PART I



|ITEM 1. | Business
|------- | --------

Cautionary
Note Regarding Forward-Looking Statements

Various statements contained in this report, including those that express a belief, expectation
or intention, as well as those that are not statements of historical fact, are forward-looking statements. These statements may be identified by the use of forward-looking terminology such as anticipate, believe,
continue, could, estimate, expect, intend, may, might, plan, potential, predict, should, or the negative thereof or
other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this report, including certain statements contained in
Business, Risk Factors, and Managements Discussion and Analysis of Financial Condition and Results of Operations, are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under Risk
Factors, and elsewhere in this report may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key
factors that could cause actual results to differ from our expectations include:



| |  |  | 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;
| | - |  | ----------------------------------------------



| |  |  | adverse changes in general economic and capital market conditions;
| | - |  | ------------------------------------------------------------------



| |  |  | impairment charges related to our goodwill and long-lived assets;
| | - |  | -----------------------------------------------------------------



| |  |  | changes in the cost of labor or raw materials, including copper, PVC and fuel;
| | - |  | ------------------------------------------------------------------------------



| |  |  | failure of customers to make expected purchases, including customers of acquired companies;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | failure to identify, finance or integrate acquisitions;
| | - |  | -------------------------------------------------------



| |  |  | failure to accomplish integration activities on a timely basis;
| | - |  | ---------------------------------------------------------------



| |  |  | failure to achieve expected efficiencies in our manufacturing consolidations and integration activities;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | unforeseen developments or expenses with respect to our acquisition, integration and consolidation efforts;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | increase in exposure to political and economic development, crises, instability, terrorism, civil strife, expropriation, and other risks of doing
business in foreign markets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | impact of foreign currency fluctuations and changes in interest rates;
| | - |  | ----------------------------------------------------------------------



| |  |  | impact of renegotiation of our revolving credit facility; and
| | - |  | -------------------------------------------------------------



| |  |  | other risks and uncertainties, including those described under Risk Factors.
| | - |  | ------------------------------------------------------------------------------

Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. In addition, any forward-looking
statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not undertake and specifically decline any obligation to update any of these statements or to publicly announce
the result of any revisions to any of these statements to reflect future events or developments, therefore, you should not rely on these forward-looking statements as representing our views as on any date subsequent to today.



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General

Coleman Cable, Inc. (the Company, Coleman, we, us or our) is a leading designer, developer, manufacturer and supplier of electrical wire and
cable products for consumer, commercial and industrial applications, with operations primarily in the United States (U.S.) and, to a lesser degree, Canada. Our broad line of wire and cable products enables us to offer our customers a
single source for many of their wire and cable product requirements. We manufacture our products in eight domestic manufacturing locations and supplement our domestic productions with both international and domestic sourcing. We sell our products to
more than 8,500 active customers in diverse end markets, including a wide range of specialty distributors, retailers and original equipment manufacturers (OEMs). Virtually all of our products are sold to customers located in either the
U.S. or Canada.

Company History

We were incorporated in Delaware in 1999. The majority of our operations came from Coleman Cable Systems, Inc., our predecessor company, which was formed in 1970 and which we acquired in 2000. In March
2007, we registered 16.8 million shares of our common stock pursuant to a registration rights agreement we had executed in 2006 with our principal shareholders in connection with a private placement of our common stock. Upon completion of this
registration in March 2007, our common stock became listed on the NASDAQ Global Market under the symbol CCIX.

Business
Overview

We produce products across four primary product lines: (1) industrial wire and cable, including portable cord, machine tool
wiring, welding, instrumentation, tray and mining cable and other power cord products; (2) electronic wire, including telephone, data, security and coaxial cable, thermostat wire and irrigation cable; (3) assembled wire and cable products,
including extension cords, booster and battery cable, lighting products and surge and strip products; and (4) fabricated bare wire, including stranded, bunched, and single-end copper, copper clad steel and various copper alloy wire.

The core component of most of our products is copper wire which we draw from copper rod into a variety of gauges of both solid and stranded copper wires.
We use a significant amount of the copper wire that we produce as an input into the production of our finished wire and cable products, while the remainder of our copper wire production is sold in the form of bare copper wire (in a variety of
gauges) to external OEMs and wire and cable producers. In the majority of our wire and cable products, a thermoplastic or thermosetting insulation is extruded over the bare wire (in a wide array of compounds, quantities, colors and gauges) and then
cabled (twisted) together with other insulated wires. An outer jacket is then extruded over the cabled product. This product is then coiled or spooled and packaged for sale or processed further into a cable assembly.

Our business is organized into two reportable segments: (1) Distribution, and (2) OEM. We sell products from all of our four product lines
across each of our reportable segments. Within these two reportable segments, we sell our products into multiple channels, including electrical distribution, wire and cable distribution, OEM/government, heating, ventilation, air conditioning and
refrigeration (HVAC/R), irrigation, industrial/contractor, security/home automation, recreation/transportation, copper fabrication, retail and automotive.

More detailed information regarding our primary product lines and segments is set forth below within the Product Overview and Segment Overview sections, as well as within
Note 15 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document.

Industry and
Competitive Overview

The wire and cable industry is mature and though it has experienced significant consolidation over the past few
years, it remains fragmented, characterized by a large number of competitors. The market segments in which we compete are highly competitive, with numerous competitors, many of whom are large, well-established companies with greater financial
resources. Each of our product lines competes with at least one major competitor; however, due to the diversity of our product offering, most of our competitors do not offer the entire spectrum of our product



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lines. Many of our products are made to industry specifications and, therefore, may be interchangeable with our competitors products. We compete with other suppliers based on factors such
as breadth of product offering, inventory availability, delivery time, price, quality, customer service and relationships, brand recognition and logistics capabilities. We believe we can compete effectively on the basis of each of these factors.

As noted above, copper comprises one of the major components for wire and cable products. Copper prices can be volatile. Wire and cable
manufacturers are generally able to pass through changes in the cost of copper to customers. The cost of our products typically comprises a relatively small component of the overall cost of end products produced by customers in each of our end
markets. As a result, our customers are generally less sensitive to marginal fluctuations in the price of copper as our products make up a relatively small portion of their overall purchases. However, there can be timing delays of varying lengths
for implementing price changes depending on the magnitude of the change, the type of product, competitive conditions, particular customer arrangements and inventory management.

Product Overview

Net sales across our four major product lines were as follows:



|                                  |  |                         |         |  |      |   |         | 
|--------------------------------- |  | ----------------------- | ------- |  | ---- | - | ------- | 
|                                  |  | Year Ended December 31, |        
|Net Sales by Groups of Products   |  | 2010                    |         |  | 2009 |  
|                                  |  | (In thousands)          |        
|Industrial Wire and Cable         |  | $                       | 328,405 |  |      | $ | 187,671 | 
|Assembled Wire and Cable Products |  |                         | 196,523 |  |      |   | 167,734 | 
|Electronic Wire                   |  |                         | 154,825 |  |      |   | 133,090 | 
|Fabricated Bare Wire              |  |                         | 24,010  |  |      |   | 15,657  | 
|                                  |  |                         |         |  |      |   |         | 
|Total                             |  | $                       | 703,763 |  |      | $ | 504,152 | 
|                                  |  |                         |         |  |      |   |         | 

Industrial Wire and Cable

Our industrial wire and cable product line includes portable cord, machine tool wiring, building wire, welding, mining, pump, control, stage/lighting, diesel/locomotive, instrumentation, tray, and metal
clad cables and other power cord products. Our product is available in either polyvinyl chloride (PVC), crosslink, or thermoset constructions. Since 2008 we have invested resources to create 15 new industrial product lines to support the
utility, energy, and infrastructure construction markets that are expected to grow over the next few years. These are medium power supply cables used for permanent or temporary connections between a power source (such as a power panel, receptacle or
transformer) and a device (such as a motor, light, transformer or control panel). These products are used in construction, industrial MRO and OEM applications, such as airline support systems, wind turbines, solar, utilities, cranes, marinas,
offshore drilling, fountains, car washes, sports lighting, construction, food processing, forklifts, mining and military applications. Our brands in this product line include Royal, Seoprene, Copperfield, and Corra/Clad.

Assembled Wire and Cable Products

Our assembled wire and cable products include multiple types of extension cords, as well as ground fault circuit interrupters, portable lighting (incandescent, fluorescent and halogen), retractable reels,
holiday items, solar lighting, recreational vehicle (RV) cords and adapters, and surge and strip products. For the automotive aftermarket we offer booster cables, battery cables and battery accessories. Our brands in this area of our
business include Woods, Moonrays, Polar Solar, Yellow Jacket, American Contractor, Road Power, Power Station, Booster-in-a-Bag, as well as privately-labeled brands.

Electronic Wire

Our electronic wire product line includes telephone, data,
security, coaxial, industrial automation, instrumentation, twinaxial, fire alarm, plenum and home automation cables. These cables permanently connect devices, and they provide power, signal, voice, data or video transmissions from a device (such as
a camera,



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alarm or terminal) to a source (such as a control panel, splice strip or video recorder). These products are used in applications such as telecommunication, security, fire detection, access
control, video monitoring, data transmission, intercom and home automation systems. Our primary brands in this product line include Signal, Plencote, Soundsational and Clear Signal.

Our electronic wire product line also includes low voltage cable products comprised of thermostat wire and irrigation cables. These cables permanently connect devices, and they provide low levels of power
between devices in a system (such as a thermostat and the switch on a furnace, or a timer and a switch, device or sensor). They are used in applications such as HVAC/R, energy management, home sprinkler systems and golf course irrigation. We sell
many of our low voltage cables under the Baron, BaroStat and BaroPak brand names.

Fabricated Bare Wire Products

Our fabricated bare wire products conduct power or signals and include stranded, bunched and single-end copper, copper-clad steel and
various copper alloy wire. In this area, we process copper rod into stranding for use in our electronic and electrical wire and cable products or for sale to others for use in their products. We use most of our copper wire production to produce our
own finished products. Our primary brand in this product line is Copperfield.

Segment Overview

As noted above, we classify our business into two reportable segments: (1) Distribution and (2) OEM. Our reportable segments are a function of
the customer type or end markets each respective segment serves and how we are organized internally to market to such customer groups and measure our financial performance. The Distribution segment serves customers in distribution businesses, who
are resellers of our products, while our OEM segment serves OEM customers, who generally purchase more tailored products which are used as inputs into subassemblies of manufactured finished goods. Financial data for our business segments is as
follows:



|                                     |  |                         |         |   |      |   |         |  
|------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                     |  | Year Ended December 31, |        
|                                     |  | 2010                    |         |   | 2009 |  
|                                     |  | (In thousands)          |        
|Net sales:                           |  |                         |         |   |      |   |         |  
|Distribution                         |  | $                       | 525,274 |   |      | $ | 390,911 |  
|OEM                                  |  |                         | 178,489 |   |      |   | 113,241 |  
|                                     |  |                         |         |   |      |   |         |  
|Total                                |  | $                       | 703,763 |   |      | $ | 504,152 |  
|                                     |  |                         |         |   |      |   |         |  
|Operating income (loss):             |  |                         |         |   |      |   |         |  
|Distribution                         |  | $                       | 47,834  |   |      | $ | 36,666  |  
|OEM                                  |  |                         | 13,089  |   |      |   | 7,074   |  
|                                     |  |                         |         |   |      |   |         |  
|Total                                |  |                         | 60,923  |   |      |   | 43,740  |  
|Corporate                            |  |                         | (19,941 | ) |      |   | (93,950 | )
|                                     |  |                         |         |   |      |   |         |  
|Consolidated operating income (loss) |  | $                       | 40,982  |   |      | $ | (50,210 | )
|                                     |  |                         |         |   |      |   |         |  

Operating income represents income from continuing operations before interest expense, other income or expense, and income
taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, share-based compensation, and intangible
amortization. Our segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments.

Raw Materials

Copper is the primary raw material used in the manufacture of our products.
Other significant raw materials are plastics, such as polyethylene and PVC, aluminum, linerboard and wood reels. There are a limited number of domestic and foreign suppliers of copper and these other raw materials. We typically have supplier
agreements



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with terms of one to two years under which we may make purchases at the prevailing market price at the time of purchase, with no minimum purchase requirements. Our centralized procurement
department makes an ongoing effort to reduce and contain raw material costs, and as noted above, we attempt to reflect raw material price changes in the sales price of our products. From time to time, we have employed, and may continue to employ,
the use of derivatives, including copper commodity contracts, for usage in managing our costs for such materials and in matching our sales terms with certain customers.

Foreign Sales and Assets

For 2010 and 2009, our consolidated net sales included a total of
$47.7 million and $36.6 million, respectively, in Canada. In addition, we had a total of approximately $0.3 million and $0.4 million in tangible long-lived assets in Canada at December 31, 2010 and 2009, respectively. We did not
have any significant sales outside of the U.S. and Canada in 2010 or 2009.

Patents and Trademarks

We own a number of U.S. and foreign patents covering certain of our products. We also own a number of registered trademarks. While we consider our
patents and trademarks to be valuable assets, we do not consider any single patent or trademark to be of such material importance that its absence would cause a material disruption to our business. No patent or trademark is material to either
reportable segment.

Seasonality and Business Cycles

Our net sales follow general business cycles. We also have experienced, and expect to continue to experience, certain seasonal trends in net sales and cash flow. Net sales are generally higher in the
third and fourth quarters due to increased customer demand in anticipation of, and during, the winter months and holiday season. As a result of historically higher demand for our products during the late fall and early winter months, we typically
increase our inventory levels during the third and early fourth quarters of the year. In addition, trade receivables arising from increased shipments made during the late fall and early winter months are typically collected during late fourth
quarter and early first quarter of each year.

Backlog and Shipping

Our product lines have no significant order backlog because we follow the industry practice of stocking finished goods to meet customer demand on a just-in-time basis. We believe that the ability to fill
orders in a timely fashion is a competitive factor in the markets in which we operate.

Employees

As of December 31, 2010, we had 1,052 employees, with 24.5% of our employees represented by one labor union. Our current collective bargaining
agreement expires December 21, 2012. We consider our labor relations to be good, and we have not experienced any significant labor disputes.

Environmental, Health and Safety Regulation

Many of our products are subject to the
requirements of federal, state and local or foreign regulatory authorities. We are subject to federal, state, local and foreign environmental, health and safety protection laws and regulations governing our operations and the use, handling, disposal
and remediation of regulated materials currently or formerly used by us. A risk of environmental liability is inherent in our current and former manufacturing activities in the event of a release or discharge of regulated materials generated by us.
We are party to one environmental claim, which is described below under the heading Legal Proceedings. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in our current
operations, or that the potential liabilities arising from past releases of or exposure to regulated materials, will not result in future expenditures by us that could materially and adversely affect our financial position, results of operations or
cash flows.



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|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.

Copper is the primary raw material that we use to manufacture our products. Other
significant raw materials that we use are plastics, such as polyethylene and PVC, aluminum, linerboard and wood reels. There are a limited number of domestic and foreign suppliers of copper and these other raw materials. We typically have supplier
agreements with terms of one to two years for our raw material needs that do not require us to purchase a minimum amount of these raw materials. If we are unable to maintain good relations with our suppliers or if there are any business
interruptions at our suppliers, we may not have access to a sufficient supply of raw materials. If we lose one or more key suppliers and are unable to locate an alternative supply, we may not be able 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 prices of copper and our other
significant raw materials, as well as fuel and energy costs, are subject to considerable volatility; this volatility has affected our profitability and we expect that it will continue to do so in the future. Our agreements with our suppliers
generally require us to pay market price for raw materials at the time of purchase. As a result, volatility in these prices, particularly copper prices, can result in significant fluctuations in our cost of goods sold. If the cost of raw materials
increase and we are unable to increase the prices of our products, or offset those cost increases with cost savings in other parts of our business, our profitability would be reduced. As a result, increases in the price of copper and other raw
materials may affect our profitability if we cannot effectively pass these price increases on to our customers. In addition, we pay the freight costs on certain customer orders. In the event that freight costs increase substantially, due to fuel
surcharges or otherwise, our profitability would decline.

A global recession and the downturn in our served markets could continue to
adversely affect our operating results in a material manner.

Throughout the end of 2008 and through 2009, we experienced significant
declines in demand for our products which greatly reduced our volumes and our sales levels as a result of strong recessionary factors. Any renewed deterioration in the macro-economic environment could cause substantial reductions in our revenue and
results of operations. In addition, during economic downturns like this past one, some competitors may become increasingly aggressive in their pricing practices particularly in light of excess industry capacity, which could adversely impact our
gross margins. Economic conditions also make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities.

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.

The markets for wire and cable products are highly competitive. We compete with at least one major competitor in each of our business lines. Many of our
products are made to industry specifications and may be considered fungible with our competitors products. Accordingly, we are subject to competition in many of our markets primarily on the basis of price. We must also be competitive in terms
of quality, availability, payment terms and customer service. We are facing increased competition from products manufactured in foreign countries that in many cases are comparable in terms of quality but are offered at lower prices. Unless we can
produce our products at competitive prices or purchase comparable products from foreign sources on favorable terms, we may experience a decrease in our net sales and profitability. Some of our competitors have greater resources, financial and
otherwise, than we do and may be better positioned to invest in manufacturing and supply chain efficiencies and product development. We may not be able to compete successfully with our existing competitors or with new competitors.



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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 face pricing pressure in each of
our markets as a result of significant competition and industry overcapacity, and price levels for many of our products (after excluding price adjustments related to the increased cost of copper) have declined over the past few years. We expect
pricing pressure to continue for the foreseeable future. A component of our business strategy is to continue to achieve operating efficiencies and productivity improvements with a focus on lowering purchasing, manufacturing and distribution costs.
We may not be successful in lowering our costs. In the event we are unable to lower these costs in response to pricing pressure, we may experience lower margins and decreased profitability.

We have significant indebtedness outstanding and may incur additional indebtedness that could negatively affect our business.

We have a significant amount of indebtedness. At December 31, 2010, we had approximately $271.8 million of total indebtedness, comprised of $271.8 million related to our 9% Senior
Notes due in 2018 (2018 Senior Notes), including an unamortized debt premium of $3.2 million, and less than $0.1 million of capital leases.

Our high level of indebtedness and dependence on indebtedness could have important consequences to our shareholders, including the following:



| |  |  | 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our ability to satisfy our debt obligations will
depend upon, among other things, our future operating performance and our ability to refinance indebtedness when necessary. Each of these factors is, to a large extent, dependent on economic, financial, competitive and other factors beyond our
control. If, in the future, we cannot generate sufficient cash from operations to make scheduled payments on our debt obligations, we will need to refinance our existing debt, issue additional equity securities or securities convertible into equity
securities, obtain additional financing or sell assets. Our business may not be able to generate cash flow or we may not be able to obtain funding sufficient to satisfy our debt service requirements.

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.

Growth through acquisitions has been, and we expect it to continue to be, a significant part of our
strategy. We regularly evaluate possible acquisition candidates. We may not be successful in identifying, financing and closing acquisitions on favorable terms. Potential acquisitions may require us to obtain additional financing or issue additional
equity securities or securities convertible into equity securities, and any such financing and issuance of equity may not be available on terms acceptable to us or at all. If we finance acquisitions by issuing equity securities or securities
convertible into equity securities, our existing shareholders could be diluted, which, in turn, could adversely affect the market price of our stock. If we finance an acquisition with debt, it could result in higher leverage and interest costs.
Further, we may not be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer
service and market share of existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits expected from such acquisitions.



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Advancing technologies, such as fiber optic and wireless technologies, may make some of our products less
competitive and reduce our net sales.

Technological developments could cause our net sales to decline. For example, a significant decrease
in the cost and complexity of installation of fiber optic systems or a significant increase in the cost of copper-based systems could make fiber optic systems superior on a price performance basis to copper systems and could have a material adverse
effect on our business. Also, advancing wireless technologies, as they relate to network and communication systems, may reduce the demand for our products by reducing the need for premises wiring. Wireless communications depend heavily on a fiber
optic backbone and do not depend as much on copper-based systems. An increase in the acceptance and use of voice and wireless technology, or introduction of new wireless or fiber-optic based technologies, may have a material adverse effect on the
marketability of our products and our profitability. If wireless technology were to significantly erode the markets for copper-based systems, our sales of copper premise cables could face downward pressure.

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

Under accounting principles generally accepted in the U.S., goodwill assets are not amortized but must be reviewed for possible impairment annually, or
more often in certain circumstances if events indicate that the asset values are not recoverable. We recorded significant impairment charges in 2009 relative to our goodwill. A deterioration in the macro-economic environment or other factors could
necessitate an earnings charge for the impairment of goodwill or other intangible assets in the future, which would reduce our income.

We
have incurred restructuring charges in the past and may incur additional restructuring charges in the future.

We have incurred significant
restructuring costs in the past and may incur additional restructuring charges in the future. We may not be able to achieve the planned cash flows and savings estimates associated with such restructuring activities if we are unable to accomplish
them in a timely manner, are unable to achieve expected efficiencies or cost savings, or unforeseen developments or expenses arise. As we respond to changes in the market and fluctuations in demand levels, we may be required to realign plant
production or otherwise restructure our operations, which may result in additional and potentially significant restructuring charges.

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.

As of December 31, 2010, we employed 1,052 persons, 24.5% of whom are covered by a collective bargaining agreement, which expires on December 21, 2012. If unionized employees were to engage
in a concerted strike or other work stoppage, if other employees were to become unionized, or if we are unable to negotiate a new collective bargaining agreement when the current one expires, we could experience a disruption of operations, higher
labor costs or both. A strike or other disruption of operations or work stoppage could reduce our ability to manufacture quality products for our customers in a timely manner.

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.

Our business is expected to have continuing capital expenditure needs. If our operations do not generate sufficient funds to meet our capital expenditure
needs for the foreseeable future, we may not be able to gain access to additional capital, if needed, particularly in view of competitive factors and industry conditions. In addition, increases in the cost of copper increase our working capital
requirements. If we are unable to obtain additional capital, or unable to obtain additional capital on favorable terms, our liquidity may be diminished and we may be unable to effectively operate our business.



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We may be unable to fund working capital and capital expenditures if we do not successfully renew our
Revolving Credit Facility.

Our Revolving Credit Facility expires April 2, 2012. We use our revolver periodically to help furnish
funds necessary to fund working capital and other operational assets. We anticipate renegotiating the revolver in the next twelve months.

We are subject to environmental, health and safety and other laws and regulations which could adversely affect our operations and business.

We are subject to the environmental laws and regulations of each jurisdiction where we do business. We are currently, and may in the
future be, held responsible for remedial investigations and clean-up costs of certain sites damaged by the discharge of regulated materials, including sites that have never been owned or operated by us but at which we have been identified as a
potentially responsible party under federal and state environmental laws. Certain of these laws, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.
(CERCLA), impose strict, and under certain circumstances, joint and several, liability for investigation and cleanup costs at contaminated sites on responsible parties, as well as liability for damages to natural resources. We have
established reserves for such potential liability and believe those reserves to be adequate; however, there is no guarantee that such reserves will be adequate or that additional liabilities will not arise. See Legal Proceedings.

Failure to comply with environmental laws can result in substantial fines, orders to install pollution control equipment and/or claims for
alleged personal injury and property damage. Changes in environmental requirements in both domestic and foreign jurisdictions and their enforcement could adversely affect our operations due to increased costs of compliance and potential liability
for noncompliance.

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 source certain raw materials and products from foreign-based suppliers. Foreign material
purchases expose us to a number of risks, including unexpected changes in regulatory requirements and tariffs, possible difficulties in enforcing agreements, exchange rate fluctuations, difficulties in obtaining import licenses, economic or
political instability, embargoes, exchange controls or the adoption of other restrictions on foreign trade. Although we currently manufacture the vast majority of our products in the U.S., to the extent we decide to establish foreign manufacturing
facilities, our foreign manufacturing sales would be subject to similar risks. Further, imports of raw materials and products are subject to unanticipated transportation delays that affect international commerce.

We have risks associated with inventory.

Our business requires us to maintain substantial levels of inventory. We must identify the right mix and quantity of products to keep in our inventory to
meet customer orders. Failure to do so could adversely affect our sales and earnings. However, if our inventory levels are too high, we are at risk that an unexpected change in circumstances, such as a shift in market demand, drop in prices, or
default or loss of a customer, could have a material adverse impact on the net realizable value of our inventory.

Changes in industry
standards and regulatory requirements may adversely affect our business.

As a manufacturer and distributor of wire and cable products, we
are subject to a number of industry standard setting authorities, such as Underwriters Laboratories. In addition, many of our products are subject to the requirements of federal, state, local or foreign regulatory authorities. Changes in the
standards and requirements imposed by such authorities could have an adverse effect on us. In the event that we are unable to meet any such standards when adopted, our business could be adversely affected.



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Our business is subject to the economic, political and other risks of operating and selling products in
foreign countries.

Our foreign operations, including Canada and China, are subject to risks inherent in maintaining operations abroad,
such as economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations or expropriations, changes in regulatory requirements, the difficulty of effectively managing diverse global
operations, adverse foreign tax laws and the threat posed by potential pandemics in countries that do not have the resources necessary to deal with such outbreaks. Over time, we intend to continue expanding our foreign operations, which would serve
to increase the level of these risks relative to our business operations and their potential effect on our financial position and results of operations.



|ITEM 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|ITEM 2. | Properties
|------- | ----------

As of
December 31, 2010, we owned or leased the following primary facilities:



|                                      |  |                          |  |                        |         |  |                 |                
|------------------------------------- |  | ------------------------ |  | ---------------------- | ------- |  | --------------- | ---------------
|Operating Facilities                  |  | Type of Facility         |  | ApproximateSquare Feet |         |  | Leased or Owned
|Waukegan, Illinois                    |  | Manufacturing            |  |                        | 212,530 |  |                 | Owned 77,394  
|                                      |  |                          |  |                        |         |  |                 | Leased 135,136
|Pleasant Prairie, Wisconsin           |  | Warehouse                |  |                        | 503,000 |  |                 | Leased         
|Bremen, Indiana (Insulating)          |  | Manufacturing            |  |                        | 43,007  |  |                 | Leased         
|Bremen, Indiana (Fabricating)         |  | Manufacturing            |  |                        | 124,160 |  |                 | Leased         
|Bremen, Indiana (East)                |  | Manufacturing            |  |                        | 106,200 |  |                 | Leased         
|Bremen, Indiana (Distribution Center) |  | Warehouse                |  |                        | 48,000  |  |                 | Leased         
|Texarkana, Arkansas                   |  | Manufacturing, Warehouse |  |                        | 106,700 |  |                 | Owned          
|Hayesville, North Carolina            |  | Manufacturing            |  |                        | 104,000 |  |                 | Owned          
|El Paso, Texas (Hoover Rd.)           |  | Manufacturing, Warehouse |  |                        | 401,400 |  |                 | Leased         
|Lafayette, Indiana                    |  | Manufacturing, Warehouse |  |                        | 337,256 |  |                 | Owned          
|Waukegan, Illinois                    |  | Offices                  |  |                        | 30,175  |  |                 | Leased         
|Toronto, Ontario, Canada              |  | Offices, Warehouse       |  |                        | 200,000 |  |                 | Leased         



|                           |  |              |      |  |                        |  |        |                 |  |  |        | 
|-------------------------- |  | ------------ | ---- |  | ---------------------- |  | ------ | --------------- |  |  | ------ | 
|Closed Facilities          |  | Closure Year |      |  | ApproximateSquare Feet |  |        | Leased or Owned | 
|Siler City, North Carolina |  |              | 2006 |  |                        |  | 86,000 |                 |  |  | Owned  | 
|Nogales, Arizona           |  |              | 2008 |  |                        |  | 84,000 |                 |  |  | Leased | 
|Indianapolis, Indiana*     |  |              | 2008 |  |                        |  | 90,400 |                 |  |  | Leased | 
|Indianapolis, Indiana*     |  |              | 2008 |  |                        |  | 23,107 |                 |  |  | Leased | 



|* | The associated leases expire in the first quarter of 2011.
|- | ----------------------------------------------------------

Our operating properties are used to support both of our reportable segments. We believe that our existing facilities are adequate for our operations. We do not believe that any single leased facility is
material to our operations and, if necessary, we could readily obtain a replacement facility. Our real estate assets have been pledged as security for certain of our debt.

Our principal corporate offices are located at 1530 Shields Drive, Waukegan, Illinois 60085.



|ITEM 3. | Legal Proceedings
|------- | -----------------

We are
involved in legal proceedings and litigation arising in the ordinary course of our business. In those cases where we are the defendant, plaintiffs may seek to recover large and sometimes unspecified amounts or other types of relief and some matters
may remain unresolved for several years. We believe that none of the routine



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litigation that we now face, individually or in the aggregate, will be material to our business. However, an adverse determination could be material to our financial position, results of
operations or cash flows in any given period. We maintain insurance coverage for litigation that arises in the ordinary course of our business and believe such coverage is adequate.

We are party to one environmental claim. The Leonard Chemical Company Superfund site consists of approximately 7.1 acres of land in an industrial area located a half mile east of Catawba, York
County, South Carolina. The Leonard Chemical Company operated this site until the early 1980s for recycling of waste solvents. These operations resulted in the contamination of soils and groundwaters at the site with hazardous substances. In 1984,
the U.S. Environmental Protection Agency (EPA) listed this site on the National Priorities List. Riblet Products Corporation, with which we merged in 2000, was identified through documents as a company that sent solvents to the site
for recycling and was one of the companies receiving a special notice letter from the EPA identifying it as a party potentially liable under the CERCLA.

In 2004, along with other potentially responsible parties (PRPs), we entered into a consent decree with the EPA requiring the performance of a remedial design and remedial action
(RD/RA) for this site. We have entered into a site participation agreement with other PRPs for fulfillment of the requirements of the consent decree. Under the site participation agreement, we are responsible for a 9.19% share of the
costs for the RD/RA. As of December 31, 2010 and 2009, we had a $0.4 million accrual recorded for this liability.

Although no
assurances are possible, we believe that our accruals related to environmental litigation and other claims are sufficient and that these items and our rights to available insurance and indemnity will be resolved without material adverse effect on
our financial position, results of operations or cash flows.



|ITEM 4. | 
|------- | 

Reserved

PART II



|ITEM 5. | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ----------------------------------------------------------------------------------------------------------------

Common Stock

Our
only authorized, issued and outstanding class of capital stock is our common stock. Our common stock is listed on the NASDAQ Global Market under the symbol CCIX. The table below sets forth, for the calendar quarters indicated, the
reported high and low sales prices and amount of any cash dividends declared:



|               |  |             |      |  |               |   |      |  |  |   |   | 
|-------------- |  | ----------- | ---- |  | ------------- | - | ---- |  |  | - | - | 
|               |  | 2010        |     
|               |  | Sales Price |      |  | CashDividends |  
|               |  | High        |      |  | Low           |   |     
|First Quarter  |  | $           | 4.95 |  |               | $ | 3.35 |  |  | $ |  | 
|Second Quarter |  | $           | 6.71 |  |               | $ | 5.07 |  |  | $ |  | 
|Third Quarter  |  | $           | 6.39 |  |               | $ | 4.54 |  |  | $ |  | 
|Fourth Quarter |  | $           | 7.83 |  |               | $ | 5.34 |  |  | $ |  | 



|               |  |             |      |  |               |   |      |  |  |   |   | 
|-------------- |  | ----------- | ---- |  | ------------- | - | ---- |  |  | - | - | 
|               |  | 2009        |     
|               |  | Sales Price |      |  | CashDividends |  
|               |  | High        |      |  | Low           |   |     
|First Quarter  |  | $           | 5.94 |  |               | $ | 1.35 |  |  | $ |  | 
|Second Quarter |  | $           | 3.51 |  |               | $ | 2.17 |  |  | $ |  | 
|Third Quarter  |  | $           | 4.54 |  |               | $ | 2.69 |  |  | $ |  | 
|Fourth Quarter |  | $           | 4.58 |  |               | $ | 3.04 |  |  | $ |  | 



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As of March 1, 2011, there were 45 record holders of our common stock. We do not currently have a
common stock repurchase plan and did not repurchase any shares of our common stock in 2010. We may repurchase our common shares in the future but whether we do so will depend on a number of factors and there can be no assurance that we will
repurchase any amounts of our common shares.

Dividends and Distributions

We do not anticipate that we will pay any dividends on our common stock in the foreseeable future as we intend to retain any future earnings to fund the
development and growth of our business. Payment of future dividends, if any, will be at the discretion of our board of directors and will depend on many factors, including general economic and business conditions, our strategic plans, our financial
results and condition, legal requirements and other factors that our board of directors deems relevant. Our credit facility and the indenture governing our 2018 Senior Notes each contain restrictions on the payment of dividends to our shareholders.
See Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations  Liquidity and Capital Resources  Senior Secured Revolving Credit Facility, and
Managements Discussion and Analysis of Financial Condition and Results of Operations  Liquidity and Capital Resources  Refinancing of 2012 Senior Notes with 2018 Senior Notes. In addition, our ability to pay
dividends is dependent on our receipt of cash dividends from our subsidiaries.

Equity Compensation Plan Information

The following table presents securities authorized for issuance under equity compensation plans at December 31, 2010.



|                                                           |  |                                                                                             |           |  |                                                                             |   |       |                                                                                                                                                |  |  |   | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | --------- |  | --------------------------------------------------------------------------- | - | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | 
|Plan Category                                              |  | Number of Securities to beIssued Upon Exercise ofOutstanding Options,Warrants and
Rights(1) |           |  | Weighted-AverageExercise Price
ofOutstanding Options,Warrants and Rights(2) |   |       | Number of SecuritiesRemaining Available forFuture Issuance UnderEquity
CompensationPlans (ExcludingSecurities Reflected inthe First Column)(3) | 
|Equity Compensation Plans Approved by Security Holders     |  |                                                                                             | 2,331,103 |  |                                                                             | $ | 11.03 |                                                                                                                                                |  |  |  | 
|Equity Compensation Plans Not Approved by Security Holders |  |                                                                                             |          |  |                                                                             |   |      |                                                                                                                                                |  |  |  | 
|Total                                                      |  |                                                                                             | 2,331,103 |  |                                                                             | $ | 11.03 |                                                                                                                                                |  |  |  | 



|(1) | Includes both grants of stock options and unvested share awards.
|--- | ----------------------------------------------------------------

|(2) | Includes weighted-average exercise price of outstanding stock options only.
|--- | ---------------------------------------------------------------------------

|(3) | Does not include shares that may become available due to forfeiture or expiration.
|--- | ----------------------------------------------------------------------------------



|ITEM 6. | Selected Financial Data
|------- | -----------------------

As
a smaller reporting company, we are not required to provide the information required by this item.



|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.

2010 Overview and Outlook

Our demand levels for 2010 increased significantly from 2009
levels as the industry and most of our end-markets experienced a year of improving economic conditions. Overall, our volumes, measured in total pounds shipped,



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increased 16.7% in 2010 compared to 2009, with relatively stronger increases in our OEM business, as well as in industrial-related product categories, as market demand in both areas was favorably
impacted by increased industrial output in the U.S. from 2009 levels.

Other areas remain challenging, however, with particular weakness
persisting in those channels and product categories linked to construction end-markets. Additionally, overall demand levels in the U.S. remain below pre-recessionary levels, as the magnitude of economic growth and recovery in the developing world
has outpaced that in the U.S. This coupled with excess capacity in the wire and cable industry has continued to cause pricing pressure which was exacerbated during the second half of 2010 by a sharp rise in copper prices. Such price fluctuations can
significantly impact our sales and profitability, as copper constitutes the primary component of our product input costs, accounting for approximately 68% of our total costs of goods sold in 2010.

The sharp increase in copper prices during the second half of 2010 appeared to reflect a number of factors, including increased end-user demand,
particularly within developing countries, as well as heightened financial and investor interest in a range of commodity-based investments, including copper. As a result, the average monthly price of copper cathode on the COMEX increased during each
successive month during the second half of 2010, with a total increase of 41.8% recorded between the monthly average of $2.94 per pound for June 2010 and an average of $4.17 per pound in December 2010. Copper prices have continued to increase during
the first two months of 2011, with the average monthly price of copper on the COMEX reaching $4.49 in February 2011.

These sharp price
increases can reduce the spread between the cost of copper in our products and the prices we are able to charge for our products, as was the case during the second half of 2010, when we experienced a degree of gross profit contraction. Despite the
challenges posed by such factors, our overall financial and operating performance in 2010 was strong:



| |  |  | Earnings of $0.21 per diluted share for 2010, as compared to a loss of $3.99 per diluted share for 2009. On an adjusted basis, we recorded Adjusted EPS
of $0.69 per common share, as compared to Adjusted EPS of $0.07 per share in 2009;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EBITDA for 2010 reached $50.6 million, as compared to EBITDA of $(23.8) million in 2009. On an adjusted basis, we recorded Adjusted EBITDA of $63.8
million in 2010, as compared to Adjusted EBITDA of $50.2 million in 2009;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Overall reported revenues increased 39.6% in 2010 to $703.8 million as compared to $504.2 million in 2009, with an increase of 16.7% in total volume
shipped;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Strong improvement in both OEM and Distribution operating income, with increases of 85.0% and 30.5%, respectively, recorded in 2010 as compared to
2009;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Had no borrowings outstanding under our $200 million Revolving Credit Facility at the end of 2010, with combined cash and excess availability of $147.2
million at year-end; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We issued $275.0 million in senior unsecured notes due 2018, which refinanced $225.0 million of debt due 2012, and provided excess cash to fund future
acquisitions or other investments to grow our business.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Both the above-noted GAAP results and Non-GAAP measures, including
our definition of such Non-GAAP measures and their reconciliation to GAAP measures, are set forth in greater detail as part of the Consolidated Results of Operations section that follows.

Looking to 2011, we anticipate continued modest growth in demand for both our Distribution and OEM businesses, though year-over-year comparisons will
likely be subdued given the rebound experienced in 2010



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from 2009 levels. Commodity prices remain a concern. Further fluctuations in copper prices, or in other raw material inputs such as petroleum-based compounds or transportation costs, could impact
our profitability. In addition, despite more favorable economic conditions overall, a number of end-markets such as commercial and residential construction remained soft in 2010, and any meaningful recovery in 2011 within these end-markets appears
unlikely. We believe that softness in such areas, however, will be balanced by potentially increased volume levels in industrial end-markets. We generated strong results in 2010 in part from proactively managing our business during the downturn of
2008 and 2009. We believe the actions we took to adjust and realign our capacity and expense structure during the downturn were key in our ability to capitalize on the improved economic conditions and demand levels for 2010. If general U.S. economic
conditions continue to improve in 2011, we would expect to benefit given the diversity of our product offering despite challenges which may persist in particular end-markets, and we remain confident the Company is well positioned heading into 2011.

We have and intend to continue to pursue acquisition opportunities that have the potential to materially increase the size of our business
operation or provide us with strategic advantage. The consummation of any acquisition, including those currently under consideration, may result in increased borrowing under our Revolving Credit Facility.

Consolidated Results of Operations

The
following table sets forth, for the years indicated, our consolidated statement of operations data in thousands of dollars and as a percentage of net sales.



|                                             |  |                                       |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|-------------------------------------------- |  | ------------------------------------- | ------- | - | ---- |  | ----- | ------ |  | - | ------- | - |  |  | ----- | -
|                                             |  | Year Ended December 31,               |        
|                                             |  | 2010                                  |         |   | 2009 | 
|                                             |  | Amount                                |         |   | %    |  |       | Amount |  |   | %       |  
|                                             |  | (In thousands, except per share data) |        
|Net sales                                    |  | $                                     | 703,763 |   |      |  | 100.0 | %      |  | $ | 504,152 |   |  |  | 100.0 | %
|Gross profit                                 |  |                                       | 97,029  |   |      |  | 13.8  |        |  |   | 75,667  |   |  |  | 15.0  |  
|Selling, general and administrative expenses |  |                                       | 46,944  |   |      |  | 6.7   |        |  |   | 40,821  |   |  |  | 8.1   |  
|Intangible asset amortization                |  |                                       | 6,826   |   |      |  | 1.0   |        |  |   | 8,827   |   |  |  | 1.8   |  
|Asset impairments                            |  |                                       | 324     |   |      |  | 0.0   |        |  |   | 70,761  |   |  |  | 14.0  |  
|Restructuring charges                        |  |                                       | 1,953   |   |      |  | 0.3   |        |  |   | 5,468   |   |  |  | 1.1   |  
|                                             |  |                                       |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Operating income (loss)                      |  |                                       | 40,982  |   |      |  | 5.8   |        |  |   | (50,210 | ) |  |  | (10.0 | )
|Interest expense                             |  |                                       | 27,436  |   |      |  | 3.9   |        |  |   | 25,323  |   |  |  | 5.0   |  
|Gain on repurchase of 2012 Senior Notes      |  |                                       |        |   |      |  |      |        |  |   | (3,285  | ) |  |  | (0.7  | )
|Loss on extinguishment of 2012 Senior Notes  |  |                                       | 8,566   |   |      |  | 1.2   |        |  |   |        |   |  |  |      |  
|Other income                                 |  |                                       | (230    | ) |      |  | (0.0  | )      |  |   | (1,195  | ) |  |  | (0.2  | )
|                                             |  |                                       |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Income (loss) before income taxes            |  |                                       | 5,210   |   |      |  | 0.7   |        |  |   | (71,053 | ) |  |  | (14.1 | )
|Income tax expense (benefit)                 |  |                                       | 1,483   |   |      |  | 0.2   |        |  |   | (4,034  | ) |  |  | (0.8  | )
|                                             |  |                                       |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Net income (loss)                            |  | $                                     | 3,727   |   |      |  | 0.5   |        |  | $ | (67,019 | ) |  |  | (13.3 | )
|                                             |  |                                       |         |   |      |  |       |        |  |   |         |   |  |  |       |  
|Diluted earnings (loss) per share            |  | $                                     | 0.21    |   |      |  |       |        |  | $ | (3.99   | ) |  |  |       |  

In addition to net income determined in accordance with GAAP, we use certain non-GAAP measures in assessing our
operating performance. These non-GAAP measures used by management include: (1) EBITDA, which we define as net income before interest, income taxes, depreciation and amortization expense (EBITDA), (2) Adjusted EBITDA, which is
our measure of EBITDA adjusted to exclude the impact of certain specifically identified items (Adjusted EBITDA), and (3) Adjusted earnings per share, which we calculate as diluted earnings per share adjusted to exclude the estimated
per share impact of the same specifically identified items used to calculate Adjusted EBITDA (Adjusted EPS). For the periods presented in this report, the specifically identified items include asset impairments and restructuring charges,
gains on our repurchase of our



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2012 Senior Notes in 2009, the loss recorded in connection with the extinguishment of our 2012 Senior Notes in 2010, share-based compensation expense, and foreign currency transaction gains
recorded at our Canadian subsidiary.

We believe both EBITDA and Adjusted EBITDA serve as appropriate measures to be used in evaluating the
performance of our business. We employ the use of these measures in the preparation of our annual operating budgets and in determining levels of operating and capital investments. We believe both EBITDA and Adjusted EBITDA allow us to readily view
operating trends, perform analytical comparisons and identify strategies to improve operating performance. We also believe both EBITDA and Adjusted EBITDA are performance measures that provide 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. However, the usefulness of both
EBITDA and Adjusted EBITDA as performance measures are limited by the fact that they both exclude 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 either EBITDA or Adjusted EBITDA as the only measures of our performance. We also
use, and recommend that you consider, net income in accordance with GAAP as a measure of our performance. Finally, other companies may define EBITDA and Adjusted EBITDA differently and, as a result, our measure of EBITDA and Adjusted EBITDA may not
be directly comparable to EBITDA and Adjusted EBITDA measures of other companies.

Similarly, we believe our use of Adjusted EPS provides an
appropriate measure to use in assessing our performance across periods given that this measure provides an adjustment for certain significant items, the magnitude of which may vary significantly from period to period. However, we do not, and do not
recommend that you, solely use Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted earnings per share in addition to Adjusted EPS in assessing our earnings performance. Finally, other
companies may define Adjusted EPS differently and, as a result, our measure of Adjusted EPS may not be directly comparable to Adjusted EPS measures of other companies.

The following tables, which reconcile our measure of Adjusted EPS to diluted earnings per share, and EBITDA and Adjusted EBITDA to net income, respectively, should be used along with the above statements
of operations for the periods presented, in conjunction with the results of operations review that follows.

Diluted earnings per share, as
determined in accordance with GAAP, to Adjusted EPS



|                                                      |  |                         |       |   |      |   |       |  
|----------------------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ----- | -
|                                                      |  | Year Ended December 31, |      
|                                                      |  | 2010                    |       |   | 2009 |  
|Diluted earnings (loss) per share                     |  | $                       | 0.21  |   |      | $ | (3.99 | )
|Asset impairments(1)                                  |  |                         | 0.01  |   |      |   | 3.93  |  
|Restructuring charges(2)                              |  |                         | 0.07  |   |      |   | 0.20  |  
|Loss (gain) on extinguishment (repurchase) of debt(3) |  |                         | 0.31  |   |      |   | (0.12 | )
|Share-based compensation expense(4)                   |  |                         | 0.09  |   |      |   | 0.09  |  
|Foreign currency transaction gain(5)                  |  |                         | (0.00 | ) |      |   | (0.04 | )
|                                                      |  |                         |       |   |      |   |       |  
|Adjusted EPS                                          |  | $                       | 0.69  |   |      | $ | 0.07  |  
|                                                      |  |                         |       |   |      |   |       |  



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Net income, as determined in accordance with GAAP, to EBITDA and Adjusted EBITDA



|                                                      |  |                         |        |   |      |   |         |  
|----------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------- | -
|                                                      |  | Year Ended December 31, |       
|                                                      |  | 2010                    |        |   | 2009 |  
|                                                      |  | (In thousands)          |       
|Net income (loss)                                     |  | $                       | 3,727  |   |      | $ | (67,019 | )
|Interest expense(a)                                   |  |                         | 27,436 |   |      |   | 25,323  |  
|Income tax expense (benefit)                          |  |                         | 1,483  |   |      |   | (4,034  | )
|Depreciation and amortization expense(a)              |  |                         | 17,954 |   |      |   | 21,883  |  
|                                                      |  |                         |        |   |      |   |         |  
|EBITDA                                                |  | $                       | 50,600 |   |      | $ | (23,847 | )
|                                                      |  |                         |        |   |      |   |         |  
|Asset impairments(1)                                  |  |                         | 324    |   |      |   | 70,761  |  
|Restructuring charges(2)                              |  |                         | 1,953  |   |      |   | 5,468   |  
|Loss (gain) on extinguishment (repurchase) of debt(3) |  |                         | 8,566  |   |      |   | (3,285  | )
|Share-based compensation expense(4)                   |  |                         | 2,575  |   |      |   | 2,340   |  
|Foreign currency transaction gain(5)                  |  |                         | (230   | ) |      |   | (1,195  | )
|                                                      |  |                         |        |   |      |   |         |  
|Adjusted EBITDA                                       |  | $                       | 63,788 |   |      | $ | 50,242  |  
|                                                      |  |                         |        |   |      |   |         |  



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

The nature of each individual item set forth in the table above which has been excluded from net income and EBITDA in order to
arrive at our measures of Adjusted EPS and Adjusted EBITDA, respectively, for each of the periods presented is detailed in the analysis of operating results that follows.

Earnings and Performance Summary

We recorded net income of $3.7 million (or $0.21 per
diluted share) in 2010, as compared to a net loss of $67.0 million (or a loss of $3.99 per diluted share) for 2009. For 2010, we recorded EBITDA of $50.6 million as compared to EBITDA of $(23.8) million in 2009. As set forth below,
results for these periods were impacted by certain items, the magnitude of which may vary significantly from period to period and, thereby, have a disproportionate effect on the earnings reported for any given period. The income-statement review
below contains further detail regarding each of these items.



|(1) | Asset impairments: We recorded $0.3 million ($0.2 million after tax, or $0.01 per diluted share) and $70.8 million ($66.1 million after tax, or $3.93 per
diluted share) in non-cash asset impairments in 2010 and 2009, respectively. The $0.3 million in asset impairments recorded in 2010 related to properties held for sale. The $70.8 million asset impairment recorded in 2009 was primarily a result of a
non-cash goodwill impairment charge recorded during the first quarter of 2009 relative to our Distribution segment.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Restructuring charges: Our results for 2010 and 2009 included $2.0 million ($1.2 million after tax or $0.07 per diluted share) and $5.5 million ($3.4 million
after tax or $0.20 per diluted share), respectively, in restructuring charges primarily related to lease liabilities associated with certain leased facilities closed during 2008 which were acquired as part of business acquisitions completed in 2007,
as well as our two 2009 plant closures.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Loss (gain) on extinguishment (repurchase) of 2012 Senior Notes: We refinanced our 2012 Senior Notes during the first quarter of 2010 by issuing $275.0 million in 2018
Senior Notes. We recorded a loss of $8.6 million ($5.2 million after tax, or $0.31 per diluted share) associated with this refinancing. In 2009, we repurchased approximately $15.0 million in aggregate par value of our 2012 Senior Notes and
recorded an associated gain of $3.3 million ($2.0 million after tax, or $0.12 per diluted share).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Share-based compensation expense: Our results for 2010 and 2009 included share-based compensation expense of $2.6 million ($1.6 million after tax or
$0.09 per diluted share) and $2.3 million ($1.5 million
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | after tax or $0.09 per diluted share), respectively. Share-based compensation is excluded from our measures of Adjusted EBITDA and Adjusted EPS in order for such measures to more closely reflect
a measure of underlying operating results given periodic fluctuations in the estimated fair value of a significant portion of the underlying share-based instruments.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Foreign currency transaction gain: We recorded a foreign currency transaction gain of $0.2 million ($0.1 million after tax, or $0.00 per diluted share) in
2010 and foreign currency transaction gain of $1.2 million ($0.7 million after tax, or $0.04 per diluted share) in 2009 related to the impact of exchange rate fluctuations at our Canadian subsidiary.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the impact of the above-noted items, our results for 2010 as compared to 2009, primarily reflected the impact of improved market conditions
which have resulted in increased demand levels, and the favorable impact of such increased demand on our profitability, primarily in the form of higher overall gross profit.

The following is a reconciliation for the periods indicated of cash flow from operating activities, as determined in accordance with GAAP, to EBITDA.



|                                                   |  |                         |        |   |      |   |         |  
|-------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------- | -
|                                                   |  | Year Ended December 31, |       
|                                                   |  | 2010                    |        |   | 2009 |  
|                                                   |  | (In thousands)          |       
|Net cash flow from operating activities            |  | $                       | 7,084  |   |      | $ | 27,686  |  
|Interest expense                                   |  |                         | 27,436 |   |      |   | 25,323  |  
|Income tax expense (benefit)                       |  |                         | 1,483  |   |      |   | (4,034  | )
|Deferred taxes                                     |  |                         | 914    |   |      |   | 4,211   |  
|Loss on disposals of fixed assets                  |  |                         | (608   | ) |      |   | (484    | )
|Share-based compensation expense                   |  |                         | (2,575 | ) |      |   | (2,340  | )
|Gain (loss) on repurchase (extinguishment) of debt |  |                         | (8,566 | ) |      |   | 3,285   |  
|Asset impairments                                  |  |                         | (324   | ) |      |   | (70,761 | )
|Foreign currency transaction gain                  |  |                         | 230    |   |      |   | 1,195   |  
|Amortization of debt issuance costs(a)             |  |                         | (2,123 | ) |      |   | (1,448  | )
|Changes in operating assets and liabilities        |  |                         | 27,649 |   |      |   | (6,480  | )
|                                                   |  |                         |        |   |      |   |         |  
|EBITDA                                             |  | $                       | 50,600 |   |      | $ | (23,847 | )
|                                                   |  |                         |        |   |      |   |         |  



|(a) | Amortization of debt issuance costs are included within depreciation and amortization for cash flow presentation, and are included as a component of interest expense
for income statement presentation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2010 Compared with Year Ended December 31, 2009

Net sales



|               |  |                         |         |  |                  |  |       |        |  |   |                  |  |  |  |       |  
|-------------- |  | ----------------------- | ------- |  | ---------------- |  | ----- | ------ |  | - | ---------------- |  |  |  | ----- | -
|               |  | Year Ended December 31, |        
|               |  | 2010                    |         |  | 2009             | 
|               |  | Amount                  |         |  | Percent of Total |  |       | Amount |  |   | Percent of Total | 
|               |  |                         |         |  | (In thousands)   |  |       |        | 
|Net sales:     |  |                         |         |  |                  |  |       |        |  |   |                  | 
|Distribution   |  | $                       | 525,274 |  |                  |  | 74.6  | %      |  | $ | 390,911          |  |  |  | 77.5  | %
|OEM            |  |                         | 178,489 |  |                  |  | 25.4  |        |  |   | 113,241          |  |  |  | 22.5  |  
|               |  |                         |         |  |                  |  |       |        |  |   |                  |  |  |  |       |  
|Total Segments |  | $                       | 703,763 |  |                  |  | 100.0 | %      |  | $ | 504,152          |  |  |  | 100.0 | %
|               |  |                         |         |  |                  |  |       |        |  |   |                  |  |  |  |       |  

Our net sales for 2010 were $703.8 million compared to $504.2 million for 2009, an increase of
$199.6 million, or 39.6%. The increase in net sales reflected both higher average copper prices and higher sales volumes for 2010 as compared to 2009. During 2010, the average daily selling price of copper cathode on the COMEX was $3.43 per
pound as compared to an average of $2.37 per pound in 2009, an increase of 44.7%. Our total sales volume (measured in total pounds shipped) increased 16.7% for 2010 (235.4 million pounds) compared to 2009 (201.7



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million pounds), with volumes increasing 12.6% in our Distribution segment (162.3 million pounds in 2010, compared to 144.2 million in 2009) and 27.0% in our OEM segment (73.0 million pounds
in 2010, compared to 57.5 million pounds in 2009). The overall increase reflected improved overall market conditions and, to a lesser degree, volume added as a result of new products introduced in 2010. The relatively higher year-over-year
volume growth within our OEM segment reflected the impact of increased demand in 2010 from existing customers that had been particularly affected by the global economic downturn in 2009. We anticipate overall demand levels will improve modestly in
2011 as compared to 2010. Measures of year-over-year volume growth, particularly within OEM, will likely be muted in 2011, however, as such year-over-year growth measures for 2010 were favorably impacted by the sharp rebound in demand from the
downturn of 2009. Additionally, while we anticipate modest demand increases for 2011, overall demand remains below pre-recessionary levels. We therefore remain cautious given the potential for additional pricing pressure in light of this fact
coupled with excess capacity in the wire and cable industry, and uncertainty regarding the overall sustainability of the economic recovery.

Gross profit We generated $97.0 million in total gross profit for 2010, as compared to $75.7 million in 2009, an increase of
$21.3 million, or 28.1%. The significant increase in gross profit primarily reflected the impact of the above-noted volume increases, with increased gross profit being recorded in both our Distribution and OEM segments as compared to 2009. The
increase also reflected the favorable impact of lower overhead variances and increased expense leverage as our fixed costs were spread over an increased net sales base. Our gross profit as a percentage of net sales (gross profit rate)
was 13.8% for 2010, as compared to 15.0% for 2009. The decline in our gross profit rate primarily reflected the impact of a rapid rise in copper prices during the second half of 2010, partially offset by improved leverage of fixed costs in 2010
given higher overall sales levels as compared to 2009. The average monthly price of copper cathode on the COMEX increased during each successive month during the second half of 2010, with a total increase of 41.8% recorded between the June 2010
average of $2.94 per pound and an average of $4.17 per pound for December 2010. A portion of our business, roughly 50% of total volume for 2010, is priced to generate a constant amount of gross profit per pound sold which causes a contraction in
gross profit rates as copper prices increase. Further to this fact, the degree and rapid rate of copper price increases experienced during the second half of 2010, coupled with marketplace pricing pressure in light of excess industry capacity,
combined to cause a lowering in the spread between the cost of copper in our manufactured products and the prices we were able to charge for our products which resulted in gross profit rate contraction during second half of 2010.

Selling, general and administrative (SG&A) expense  We incurred total SG&A expense of $46.9 million for 2010,
as compared to $40.8 million for 2009, which represented an increase of $6.1 million, or 15.0%. However, our SG&A as a percentage of total net sales decreased to 6.7% for 2010, as compared to 8.1% for 2009. This decline in the SG&A
rate reflected the favorable impact of increased expense leverage as our fixed costs were spread over a higher net sales base. The $6.1 million increase was due primarily to a $1.4 million increase in commission expenses given higher sales volumes
in 2010 compared to 2009, and increase in payroll related expenses of $3.7 million, primarily due to discretionary bonuses given improved overall performance, and a net increase of $1.0 million across a number of general expense areas.

Intangible amortization expense  Intangible amortization expense for 2010 was $6.8 million as compared to $8.8 million for
2009, with the expense in both periods arising from the amortization of intangible assets recorded in relation to prior acquisitions occurring in 2007. These intangible assets are amortized using an accelerated amortization method which
reflects our estimate of the pattern in which the economic benefit derived from such assets is to be consumed. Amortization expense for 2010 was lower than in 2009 primarily as a function of the impact of the aforementioned accelerated amortization
methodology.

Asset impairments  We recorded a total of $0.3 million in asset impairments in 2010 for write-downs
associated with properties being held for sale, as compared to a $70.8 million asset impairment recorded in 2009, which was primarily comprised of a non-cash goodwill impairment charge. During the first quarter of 2009, we concluded that there
were sufficient indicators to require us to perform an interim goodwill impairment analysis based on a combination of factors which were in existence at that time, including a significant decline in our



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market capitalization during the first quarter of 2009, as well as the recessionary economic environment in existence at that time and its then estimated potential impact on our business. As a
result of performing the related impairment test during the first quarter of 2009, we recorded a non-cash goodwill impairment charge of $69.5 million, which represented impairment charges incurred within three of the four reporting units within
our Distribution segment: Electrical distribution, Wire and Cable distribution and Industrial distribution. Further goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including
further deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for our businesses. The remaining
$1.3 million in asset impairment charges recorded in 2009 related to write-downs of certain closed properties which have since been sold.

Restructuring charges  Restructuring charges were $2.0 million in 2010, as compared to $5.5 million for 2009. For both years,
these expenses were comprised of holding costs incurred relative to facilities we closed in 2008 and 2009, with the 2009 expense also including severance costs related to facility closures in that year. In 2009, we closed both our East Long Meadow,
Massachusetts and Oswego, New York facilities. Entering 2010, we had a total of nine closed facilities, consisting of five leased and four owned facilities. During 2010, we sold three of the four owned facilities, and negotiated an early termination
of the leases for two of the five leased facilities. As a result, at the end of 2010, we had four closed facilities remaining, three of which are leased for various lengths of time through 2017, and one of which is owned, and for which we are
obligated to pay holding costs. We do not currently have any significant restructuring initiatives planned for 2011. Accordingly, we anticipate incurring between $0.5 million and $1.0 million in restructuring costs in 2011 related to
existing closed facilities, without giving effect to our successfully negotiating any potential sales, alterations to or additional subleases, or lease buy-outs in relation to one or more of these properties. However, it should be noted that
management is continually adjusting plans and production schedules in light of sales trends, the macro-economic environment and other demand indicators, and the possibility exists that we may determine further plant closings, restructurings and
workforce reductions are necessary, some of which may be significant.

Operating Income

The following table sets forth operating income by segment, in thousands of dollars and segment operating income as a percentage of segment net sales.



|                                     |  |                         |         |   |                |  |     |        |  |   |         |   |  |  |       |   
|------------------------------------ |  | ----------------------- | ------- | - | -------------- |  | --- | ------ |  | - | ------- | - |  |  | ----- | --
|                                     |  | Year Ended December 31, |        
|                                     |  | 2010                    |         |   | 2009           | 
|                                     |  | Amount                  |         |   | %              |  |     | Amount |  |   | %       |  
|                                     |  |                         |         |   | (In thousands) |  |     |        | 
|Operating income (loss):             |  |                         |         |   |                |  |     |        |  |   |         |  
|Distribution                         |  | $                       | 47,834  |   |                |  | 9.1 | %      |  | $ | 36,666  |   |  |  | 9.4   | % 
|OEM                                  |  |                         | 13,089  |   |                |  | 7.3 | %      |  |   | 7,074   |   |  |  | 6.2   | % 
|                                     |  |                         |         |   |                |  |     |        |  |   |         |   |  |  |       |   
|Total Segments                       |  |                         | 60,923  |   |                |  |     |        |  |   | 43,740  |   |  |  |       |   
|Corporate                            |  |                         | (19,941 | ) |                |  |     |        |  |   | (93,950 | ) |  |  |       |   
|                                     |  |                         |         |   |                |  |     |        |  |   |         |   |  |  |       |   
|Consolidated Operating Income (Loss) |  | $                       | 40,982  |   |                |  | 5.8 | %      |  | $ | (50,210 | ) |  |  | (10.0 | )%
|                                     |  |                         |         |   |                |  |     |        |  |   |         |   |  |  |       |   

Operating income represents income from continuing operations before interest expense, other income or expense,
and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments, share-based compensation, and
intangible amortization. Our segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments. The accounting policies of the segments are the same as those described
in Note 1 of Notes to Consolidated Financial Statements contained in Part II, Item 8 of this document.

Distribution segment
operating income was $47.8 million for 2010, as compared to $36.7 million for 2009, an increase of $11.1 million, primarily reflecting the above-noted impact of increased sales volumes in 2010,



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partially offset by higher SG&A expense. Our segment operating income rate was 9.1% for 2010, as compared to 9.4% for 2009. The decline in the operating income rate in 2010 was primarily due
to the above-noted decline in our gross profit rate, primarily due to higher copper prices and market pricing pressure.

OEM segment operating
income was $13.1 million for 2010, as compared to an operating income of $7.1 million for 2009, an increase of $6.0 million, primarily reflecting the above-noted impact of increased sales volumes in 2010, partially offset by higher
SG&A expense. Our segment operating income rate was 7.3% for 2010, as compared to 6.2% for 2009. The increase in the operating income rate was primarily due to increased expense leverage of fixed expenses given the higher sales base for 2010 as
compared to 2009.

Interest expense  We incurred $27.4 million in interest expense for 2010, as compared to
$25.3 million for 2009. The increase in interest expense was due primarily to higher average outstanding borrowings in 2010 as compared to the same time period last year.

Gain on repurchase of 2012 Senior Notes  We recorded a $3.3 million gain in 2009 resulting from our repurchase of $15.0 million in aggregate par value of our 2012 Senior Notes.

Loss on extinguishment of 2012 Senior Notes We recorded a loss of $8.6 million in 2010 on the early extinguishment of our 2012
Senior Notes. This amount included the write-off of approximately $1.9 million of remaining unamortized debt issuance costs and bond premium amounts related to the 2012 Senior Notes, as well as the impact of the call and tender premiums paid in
connection with the refinancing.

Other income  We recorded other income of $0.2 million and $1.2 million in 2010 and
2009, respectively, with the amounts in both years reflecting the impact of exchange rate changes at our Canadian subsidiary.

Income tax
expense (benefit)  We recorded income tax expense of $1.5 million in 2010, compared to an income tax benefit of $4.0 million for 2009. Our effective tax rate for 2010 was 28.5% compared to an effective tax rate of 5.7% for
2009. This increase in our effective tax rate primarily reflects the impact of the $69.5 million pre-tax, non-cash goodwill impairment charge recorded during 2009. A significant amount of the related goodwill did not have a corresponding tax
basis, thereby reducing the associated tax benefit for the pre-tax charge. The difference from the federal statutory rate in both periods also reflected the fact that we utilized a $309 tax credit.

Net Sales by Groups of Products

Net sales across our four major product lines were as follows:



|                                  |  |                         |         |  |      |   |         | 
|--------------------------------- |  | ----------------------- | ------- |  | ---- | - | ------- | 
|                                  |  | Year Ended December 31, |        
|Net Sales by Groups of Products   |  | 2010                    |         |  | 2009 |  
|                                  |  | (In thousands)          |        
|Industrial Wire and Cable         |  | $                       | 328,405 |  |      | $ | 187,671 | 
|Assembled Wire and Cable Products |  |                         | 196,523 |  |      |   | 167,734 | 
|Electronic Wire                   |  |                         | 154,825 |  |      |   | 133,090 | 
|Fabricated Bare Wire              |  |                         | 24,010  |  |      |   | 15,657  | 
|                                  |  |                         |         |  |      |   |         | 
|Total                             |  | $                       | 703,763 |  |      | $ | 504,152 | 
|                                  |  |                         |         |  |      |   |         | 

As noted previously, we are organized internally according to the customers we serve, which is reflected in the structure of
our reportable segments: OEM and Distribution. Therefore, we do not focus internally on the operating performance or profitability of our business by product grouping. In relation to the data presented above, however, we note that all product
categories experienced net sales increases in 2010 as compared to 2009, primarily reflective of improved overall market conditions and increased copper prices. As noted above, the price of copper on the Comex, averaged $3.43 for 2010, an increase of
44.7% from 2009. The more pronounced increase in net sales within the Industrial Wire and Cable product grouping as compared to the other product groupings, in part reflected both an increase in the placement of new products in 2010 and strong
market demand improvement in this area as industrial output in the U.S. increased from 2009 levels. Net sales within Assembled



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Wire and Cable Products benefited from underlying volume growth. While we do not have visibility to the specific end markets into which our products are ultimately sold, based on the nature of,
and general applications for such products, we believe the relatively lower level of growth within the Electronic Wire grouping is reflective of the fact that a portion of the products within this category, such as thermostat and irrigation wire,
are used in residential and commercial construction, which have not returned to pre-recessionary volume levels. Conversely, the relatively higher level of growth in net sales recorded within Fabricated Bare Wire reflected improved volume as well as
the impact on net sales from higher copper prices given the high copper content of such products.

Liquidity and Capital Resources

Debt

Our outstanding debt (including capital lease obligations) was as follows:



|                                                                                                 |  |                    |         |  |      |   |         | 
|------------------------------------------------------------------------------------------------ |  | ------------------ | ------- |  | ---- | - | ------- | 
|                                                                                                 |  | As of December 31, |        
|                                                                                                 |  | 2010               |         |  | 2009 |  
|                                                                                                 |  | (In thousands)     |        
|Revolving Credit Facility expiring April 2, 2012                                                 |  | $                  |        |  |      | $ | 10,239  | 
|Senior Notes due February 15, 2018 and 2012 Senior Notes extinguished January 2010,
respectively |  |                    | 271,815 |  |      |   | 226,597 | 
|Capital lease obligations                                                                        |  |                    | 12      |  |      |   | 17      | 
|                                                                                                 |  |                    |         |  |      |   |         | 
|Total debt                                                                                       |  | $                  | 271,827 |  |      | $ | 236,853 | 
|                                                                                                 |  |                    |         |  |      |   |         | 

As of December 31, 2010, we had $33.5 million in cash and cash equivalents, as compared to $7.6 million as of
December 31, 2009. We also had approximately $113.7 million in remaining excess availability under our Revolving Credit Facility at December 31, 2010, as compared to $80.8 million of excess availability at December 31, 2009.

Senior Secured Revolving Credit Facility

Our revolving credit facility, which expires April 2, 2012, is a senior secured facility that provides for aggregate borrowings of up to $200.0 million, subject to certain limitations as discussed
below (Revolving Credit Facility). The proceeds from the Revolving Credit Facility are available for working capital and other general corporate purposes, including merger and acquisition activity.

Interest on borrowings under the Revolving Credit Facility is payable, at our option, at the lenders prime rate plus a range of 1.25% to 1.75% or
the Eurodollar rate plus a range of 2.50% to 3.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility. In addition, we pay a 0.50% unused line fee pursuant to the terms of the Revolving Credit Facility
for unutilized availability.

Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a minimum of $10.0 million
in excess availability under the facility at all times. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (1) $200.0 million or (2) the sum of 85% of eligible accounts receivable, 55% of eligible
inventory and an advance rate to be determined of certain appraised fixed assets, with a $10.0 million sublimit for letters of credit. Borrowing availability under the Revolving Credit Facility for foreign subsidiaries is limited to the greater of
(1) the sum of 85% of the aggregate book value of accounts receivable of such foreign subsidiaries plus 60% of the aggregate book value of the inventory of such foreign subsidiaries and (2) $25.0 million (excluding permitted intercompany
indebtedness of such foreign subsidiaries).

The Revolving Credit Facility is guaranteed by our domestic subsidiary and is secured by
substantially all of our assets and the assets of our domestic subsidiary, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property) as well as by
a pledge of all the capital stock of our domestic subsidiary and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.



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The Revolving Credit Facility contains financial and other covenants that limit or restrict our ability to
pay dividends or distributions, incur indebtedness, permit liens on property, make investments, provide guarantees, enter into mergers, acquisitions or consolidations, conduct asset sales, enter into leases or sale and lease back transactions, and
enter into transactions with affiliates. In addition to maintaining a minimum of $10.0 million in excess availability under the facility at all times, the financial covenants in the Revolving Credit Facility require us to maintain a fixed charge
coverage ratio of not less than 1.1 to 1.0 for any month during which our excess availability under the Revolving Credit Facility falls below $30.0 million. We maintained greater than $30.0 million of monthly excess availability during 2010.

Refinancing of 2012 Senior Notes with 2018 Senior Notes

In the first quarter of 2010, in order to take advantage of what we believed were favorable refinancing conditions, we undertook a refinancing of our 2012
Senior Notes in order to extend the maturity date of such long-term, unsecured debt, and lower the coupon rate on such debt. In total, we issued $275.0 million of 2018 Senior Notes (defined below), which resulted in $271.9 million in proceeds (after
giving effect to $3.6 million in original issuance discounts and $0.5 million of prepaid interest). A portion of these proceeds were used to retire $225.0 million in par value of our remaining 2012 Senior Notes, and the remainder is available to be
used in the future for general corporate purposes, including potential acquisitions. As detailed below, the issuance of our 2018 Senior Notes occurred in two parts, both completed during the first quarter of 2010.

On February 3, 2010 we completed a private placement under Rule 144A under the Securities Act of 1933, as amended (the Securities Act)
of $235.0 million aggregate principal amount of 9.0% unsecured senior notes due in 2018 (the Initial Private Placement) to refinance our 2012 Senior Notes. The Initial Private Placement resulted in gross proceeds of approximately $231.7
million, which reflects a discounted issue price of 98.597% of the principal amount. The proceeds were used, together with other available funds, for payment of consideration and costs related to a cash tender offer and consent solicitation for our
2012 Senior Notes. A total of $199.4 million aggregate principal amount of the 2012 Senior Notes were tendered, which represented approximately 88.6% of the $225.0 million aggregate principal amount of the 2012 Senior Notes outstanding. We redeemed
the remaining $25.6 million of 2012 Senior Notes on March 22, 2010. On March 23, 2010, we completed another private placement offering under Rule 144A under the Securities Act (the Supplemental Private Placement) of $40.0
million aggregate principal amount of 9.0% unsecured senior notes due in 2018 (together with the senior notes offered in the Initial Private Placement, the 2018 Senior Notes). We received gross proceeds from the Supplemental Private
Placement of approximately $39.7 million, which reflects a discounted issue price of 99.25% of the principal amount. The proceeds were used, together with the proceeds of the Initial Private Placement, for payment of consideration and costs relating
to a cash tender offer for the final $25.6 million of original 2012 Senior Note redemptions. The 2018 Senior Notes mature on February 15, 2018 and interest on these notes accrues at a rate of 9.0% per annum and is payable semi-annually on
each February 15 and August 15.

Pursuant to the terms of registration rights agreements we entered into in connection with the
issuance of the 2018 Senior Notes, we agreed, among other things, to exchange the 2018 Senior Notes for registered notes substantially identical in all material respects to the 2018 Senior Notes (the Exchange Notes). With the Exchange
Offer, $275.0 million, or 100%, of the outstanding 2018 Senior Notes were exchanged for Exchange Notes on July 21, 2010.

We recorded a
loss of $8.6 million in the first quarter of 2010 on the early extinguishment of our 2012 Senior Notes. This amount included the write-off of approximately $1.9 million of remaining unamortized debt issuance costs and bond premium amounts related to
the 2012 Senior Notes, as well as the impact of the call and tender premiums paid in connection with the refinancing.

In connection with the
issuance of 2018 Senior Notes, we incurred approximately $6.7 million in costs that have been recorded as deferred financing costs to be amortized over the term of the 2018 Senior Notes.

As of December 31, 2010, we were in compliance with all of the covenants of our 2018 Senior Notes.



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Current and Future Liquidity

In general, we require cash for working capital, capital expenditures, debt repayment and interest. Our working capital requirements tend to increase when
we experience significant increased demand for products or significant copper price increases. Accordingly, we may be required to borrow against our Revolving Credit Facility in the future if, among a number of other potential factors, the price of
copper continues to increase, thereby increasing our working capital requirements. Our management assesses the future cash needs of our business by considering a number of factors, including: (1) historical earnings and cash flow performance,
(2) future working capital needs, (3) current and projected debt service expenses, (4) planned capital expenditures, and (5) our ability to borrow additional funds under the terms of our Revolving Credit Facility.

Based on the foregoing, we believe that our operating cash flows and borrowing capacity under the Revolving Credit Facility will be sufficient to fund
our operations, meet our debt service requirements and fund our planned capital expenditures and strategic acquisitions for the foreseeable future. We have initiated renegotiation of the Revolving Credit Facility and anticipate completing its
renegotiation in the next twelve months. At December 31, 2010, we had no outstanding borrowings against our $200.0 million Revolving Credit Facility and a corresponding $113.7 million in excess availability as well as
$33.5 million in cash on hand.

If we experience a deficiency in earnings with respect to our fixed charges in the future, we would need
to fund the fixed charges through a combination of cash flows from operations and borrowings under the Revolving Credit Facility. If cash flows generated from our operations, together with borrowings under our Revolving Credit Facility, are not
sufficient to fund our operations, meet our debt service requirements and fund our planned capital expenditures and we need to seek additional sources of capital, the limitations on our ability to incur debt contained in the Revolving Credit
Facility and the Indenture relating to our 2018 Senior Notes could prevent us from securing additional capital through the issuance of debt. In that case, we would need to secure additional capital through other means, such as the issuance of
equity. In addition, we may not be able to obtain additional debt or equity financing on terms acceptable to us, or at all. If we were not able to secure additional capital, we could be required to delay or forego capital spending or other corporate
initiatives, such as the development of products, or acquisition opportunities.

Our Revolving Credit Facility permits us to redeem, retire or
repurchase our 2018 Senior Notes subject to certain limitations. We may repurchase 2018 Senior Notes in the future but whether we do so will depend on a number of factors and there can be no assurance that we will repurchase any amounts of our 2018
Senior Notes.

Cash Flow Summary

A summary of our cash flows for 2010 and 2009 was as follows:



|                                                              |  |                    |         |   |      |   |         |  
|------------------------------------------------------------- |  | ------------------ | ------- | - | ---- | - | ------- | -
|                                                              |  | As of December 31, |        
|                                                              |  | 2010               |         |   | 2009 |  
|                                                              |  | (In thousands)     |        
|Net Income (Loss)                                             |  | $                  | 3,727   |   |      | $ | (67,019 | )
|Non-cash items                                                |  |                    | 31,006  |   |      |   | 88,225  |  
|Changes in working capital assets and liabilities             |  |                    | (27,649 | ) |      |   | 6,480   |  
|                                                              |  |                    |         |   |      |   |         |  
|Net cash from operating activities                            |  |                    | 7,084   |   |      |   | 27,686  |  
|Net cash from investing activities                            |  |                    | (5,066  | ) |      |   | (3,964  | )
|Net cash from financing activities                            |  |                    | 23,302  |   |      |   | (32,798 | )
|Effects of exchange rate changes on cash and cash equivalents |  |                    | 535     |   |      |   | 347     |  
|                                                              |  |                    |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents          |  |                    | 25,855  |   |      |   | (8,729  | )
|Cash and equivalents at beginning of year                     |  |                    | 7,599   |   |      |   | 16,328  |  
|                                                              |  |                    |         |   |      |   |         |  
|Cash and equivalents at end of year                           |  | $                  | 33,454  |   |      | $ | 7,599   |  
|                                                              |  |                    |         |   |      |   |         |  



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Operating activities

Net cash provided by operating activities was $7.1 million and $27.7 million for 2010 and 2009, respectively. The $20.6 million decline in cash provided by operating activities for 2010 as
compared to 2009 was largely the result of the impact of changes in working capital items, primarily changes in accounts receivable, inventory and accounts payable. Increased accounts receivable levels at December 31, 2010, as compared to December
31, 2009, resulted in a net use of $24.7 million of cash related to accounts receivable during 2010. Our accounts receivable balance was $110.8 million at the end of 2010, a 28.2% increase from the balance of $86.4 million in outstanding accounts
receivable at the end of 2009, with the increase attributable mainly to increased sales in the fourth quarter of 2010, as compared to the fourth quarter of 2009. This increase was reflective of increased demand levels manifested in higher volumes,
as well as increased copper prices. Similarly, increased inventory levels at December 31, 2010, as compared to December 31, 2009, resulted in a net use of $14.9 million of cash related to inventory during 2010. Our inventory balance was $81.1
million at the end of 2010, a 22.5% increase from the balance of $66.2 million in inventory at the end of 2009, with the increase reflecting the impact of increased copper prices and production levels given higher demand, partially offset by an
improvement in inventory turnover. The year-over-year impact on operating cash flows of changes in accounts receivable and inventory levels was partially offset by changes in our accounts payable levels over the same period. For 2010, we recorded
$3.9 million in cash provided by accounts payable as accounts payable levels at the end of 2010 were higher than at the end of 2009 primarily as a function of increased payables brought about by the above-noted increased inventory levels over the
same time period.

Investing activities

Net cash utilized for investing activities was $5.1 million and $4.0 million in 2010 and 2009, respectively. The primary use of cash for investing activities in both 2010 and 2009 was for capital
expenditures, mainly new production equipment. We had a total of $6.4 million in capital expenditures in 2010 as compared to $4.1 million in 2009. We would expect our 2011 capital expenditures to approximate 2010 levels. In addition, during
2010, we generated $2.9 million in proceeds from the disposal of fixed assets, primarily in connection with the sale of three properties we had previously closed, and we used $1.6 million in cash to fund certain investments.

Financing activities

Net cash provided by financing activities was $23.3 million in 2010, as compared to a net use of $32.8 million in cash for financing activities in 2009. Net cash provided by financing activities for 2010
was due primarily to the issuance of our 2018 Senior Notes and extinguishment of our 2012 Senior Notes. We generated proceeds of $271.9 million from the issuance of the 2018 Senior Notes. In connection therewith, we incurred $6.7 million in issuance
costs and used $231.7 million of the total proceeds to retire our 2012 Senior Notes, inclusive of accrued interest and other extinguishment costs. In addition we repaid our outstanding Revolving Credit Facility balance of approximately $10.2 million
in the first quarter of 2010. The $32.8 million used in financing activities for 2009 included $19.8 million in net repayments made under our Revolving Credit Facility during 2009 due to a reduction in debt primarily brought about by
efforts to reduce our levels of working capital, $12.0 million used to repurchase a portion of our 2012 Senior Notes, and $1.0 million paid to amend our Revolving Credit Facility.

Seasonality

We have experienced, and expect to continue to experience, certain seasonal
trends in our net sales and cash flow. We generally require increased levels of cash during the second and third quarters of the year to build inventories in anticipation of higher demand during the late fall and early winter months. In general, the
trade receivables generated from these periods of relatively higher sales is subsequently collected during the late fourth and early first quarter of each year.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.



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Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
While our significant accounting policies are described in more detail in the notes to our consolidated financial statements included elsewhere in this report, we believe the following accounting policies to be critical to the judgments and
estimates used in the preparation of our financial statements.

Revenue Recognition

We recognize sales of our products when the products are shipped to customers and title passes to the customer in accordance with the terms of sale. We
provide incentive allowances to our customers, with the amount of such promotional allowances being tied primarily to the particular customers level of purchasing activity during a specified time period or periods. We record an accrual for
such promotional allowances and reflect the expenses as a reduction of our net sales when we determine that it is probable the allowances will be earned by the customer and the amount of the allowances can be reasonably estimated. We base our
accruals primarily on sales activity and our historical experience with each customer.

Allowance for Uncollectible
Accounts

We record an allowance for uncollectible accounts to reflect managements best estimate of losses inherent in our
receivables as of the balance sheet date given the facts available to us at the time the allowance is recorded. Establishing this allowance involves considerable judgment. In calculating the necessary allowance for uncollectible accounts, we perform
ongoing credit evaluations of our customers. We consider both the current financial condition of individual customers and historical write-off patterns in establishing our allowance. When we become aware that, due to deterioration of their financial
condition or for some other reason, a particular customer is unable or unwilling to pay an amount owed to us, we record a specific allowance for receivables related to that customer to reflect our best estimate of the realizability of amounts owed.
Actual future collections of receivables could differ significantly from our estimates as a function of future, unforeseen changes in general, industry and specific customers financial conditions. In addition, we reserve for customer credits
and discounts expected to be issued relative to our accounts receivable balance. These reserves are intended to reflect an estimate of future credits and discounts that are probable of issuance in relation to the existing accounts receivable
balance, and these estimates are based on historical experience.

Inventories

Inventories include material, labor and overhead costs and are recorded at the lower of cost or market using the first-in first-out (FIFO)
method. In applying FIFO, we evaluate the realizability of our inventory on a product-by-product basis. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not
saleable due to its condition or where the inventory cost for an item exceeds its net realizable value, we record a charge to cost of goods sold and reduce the inventory to its net realizable value. Copper constitutes our primary inventory
component.

Plant and Equipment and other Long-Lived Assets

Plant and equipment are carried at cost and are depreciated over their estimated useful lives, ranging from three to twenty years, using principally the
straight-line method for financial reporting purposes and accelerated methods for tax reporting purposes. Our other long-lived assets consist primarily of customer-related intangible assets recorded in connection with acquisitions occurring in 2007.
These intangible assets are amortized over their estimated useful lives using an accelerated amortization methodology which reflects our estimate of the pattern in which the economic benefit derived from such assets is to be consumed. The carrying
value of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation period or the carrying value is



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warranted. When events and circumstances indicate that our long-lived assets should be reviewed for possible impairment, we test for the existence of impairment by developing and utilizing
projections of future cash flows expected to be generated from the use and eventual disposition of the assets or asset groups in question. Our asset groups reflect the shared nature of our facilities and manufacturing capacity. Expected cash flows
are projected on an undiscounted basis over the remaining life of the assets or asset groups in question to determine whether such cash flows are expected to exceed the recorded carrying amount of the assets involved. If we identify the existence of
impairment as a result of this test, we determine the amount of the impairment loss by the extent to which the carrying value of the impaired assets exceed their fair values as determined by valuation techniques including, as appropriate, the use of
discounted cash flows to measure estimated fair value.

The long-lived asset impairment test uses significant assumptions, estimates and
judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our asset groups involves the use of significant assumptions, estimates and judgments with respect to numerous factors, including
future sales, gross profit, selling, general and administrative expense rates, and cash flows. The use of different assumptions, estimates or judgments, such as the estimated future undiscounted cash flows, could significantly increase or decrease
the related impairment test results.

Goodwill and Other Intangible Assets

Under goodwill accounting rules, we are required to assess goodwill for impairment annually, or more frequently if events or circumstances indicate
impairment may have occurred. The analysis of potential impairment of goodwill employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one indicates that impairment of goodwill potentially
exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.

We performed our annual goodwill impairment test as of December 31, 2010, with no indication of potential impairment. Our test indicated that the estimated fair value of each reporting unit with
recorded goodwill as of December 31, 2010 was significantly in excess of its related carrying value, with no such reporting unit having an excess of fair value less than 25% of its carrying value. As stated below, the use of different
assumptions, estimates or judgments in the goodwill impairment testing process may significantly increase or decrease the estimated fair value of a reporting unit. However, as of the December 31, 2010 annual impairment test date, the
above-noted conclusion, that no indication of goodwill impairment existed as of the test date, would not have changed had the test been conducted assuming: 1) a 5% decrease in the aggregate estimated undiscounted cash flows of our reporting
units (without any change in the discount rate), 2) a 100 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value in determining their estimated fair
values (without any change in the aggregate estimated cash flows of our reporting units), or 3) 1% decrease in the estimated sales growth rate without a change in the discount rate of each reporting unit.

Goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the
macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units.

During the first quarter of 2009, we concluded that there were sufficient indicators to require us to perform an interim goodwill impairment test based
on a combination of factors which were in existence at that time, including a significant decline in our market capitalization, as well as the recessionary economic environment and its then estimated potential impact on our business. As a result of
this test, we recorded a non-cash goodwill impairment charge of $69.5 million, representing our best estimate of the impairment loss incurred within three of the four reporting units comprising our Distribution segment: Electrical distribution, Wire
and Cable distribution and Industrial distribution.



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The goodwill impairment testing process involves the use of significant assumptions, estimates and
judgments, and is subject to inherent uncertainties and subjectivity. Estimating a reporting units projected cash flows involves the use of significant assumptions, estimates and judgments with respect to numerous factors, including future
sales, gross profit, selling, general and administrative expense rates, capital expenditures, and cash flows. These estimates are based on our business plans and forecasts. These estimates are then discounted, which necessitates the selection of an
appropriate discount rate. The discount rates used reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit. The allocation of the estimated fair value of our reporting units to the estimated fair
value of their net assets required under the second step of the goodwill impairment test also involves the use of significant assumptions, estimates and judgments, which are based on the best information available to management as of the date of the
assessment.

We test the carrying amount of our long-lived assets, including finite-lived intangible assets and property, plant and equipment,
for recoverability whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This assessment employs a two-step approach. The first step is used to determine if a potential impairment exists
while the second step measures the associated impairment loss (if any). An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset or asset group exceeds the estimated undiscounted
future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The asset groups tested under our impairment tests reflect the shared nature of our facilities and manufacturing capacity. The second step of
the impairment tests involves measuring the amount of the impairment loss to be recorded. The amount of the impairment loss recorded is equal to the excess of the asset or asset groups carrying value over its fair value. For 2009 and 2010, no
asset impairments were identified relative to either our long-lived property, plant and equipment or our finite-lived intangible assets, other than among assets held for sale.

The long-lived asset impairment test uses significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our
asset groups involved the use of significant assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, general and administrative expense rates, discount rates and cash flows.

Income Taxes

We
use the asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using
enacted tax rates. A provision for income tax expense is recognized for income taxes payable for the current period, plus the net changes in deferred tax amounts adjusted for other comprehensive income. We periodically assess the realizability of
deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state or federal tax audits.

New Accounting Pronouncements

Goodwill

In December 2010, the FASB issued an update to the accounting guidance for
evaluating goodwill for impairment. Accordingly, new accounting standards concerning the treatment of goodwill were issued. This guidance addresses the effects on certain provisions of evaluating reporting units with zero or negative carrying
values. The accounting update is effective for a reporting entitys first annual reporting period that begins after December 2010, for interim periods within that first annual reporting period and for interim and annual reporting periods
thereafter. We do not anticipate that this guidance, which is effective for the first quarter of 2011, will have a significant impact on our financial statements.

Variable Interest Entity

In June 2009, the FASB issued an update to the accounting
guidance for consolidation. Accordingly, new accounting standards concerning the treatment of variable interest entities were issued. This guidance addresses



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the effects on certain provisions of consolidation of variable interest entities as a result of the elimination of the qualifying special-purpose entity concept. This guidance also addresses the
ability to provide timely and useful information about an enterprises involvement in a variable interest entity. This update, which was effective for the first quarter of 2010, did not have a significant impact on our financial statements.

Disclosures about Fair Value Measurements

In January 2010, the FASB issued an accounting standards update to improve disclosures about fair value measurements. The update amends existing accounting rules regarding fair value measurements and
disclosures to add new requirements for disclosures related to transfers into and out of investment Levels 1 and 2, and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 investment measurements. It also
clarifies existing fair value disclosures about the level of disaggregation, as well as inputs and valuation techniques used to measure fair value. The update is effective for the first reporting period beginning after December 15, 2009,
except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for years beginning after December 15, 2010. As this update only related to financial statement
disclosures, it did not have an impact on our results of operations, cash flows or financial position. See Note 14 for further discussion regarding our fair value measurements of financial assets and liabilities.



|ITEM 7A. | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------

As a smaller reporting company, we are not required to provide the information required by this item.



|ITEM 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

Our consolidated financial statements, including the Notes thereto, and other information are included in this report beginning on page F-1.



|ITEM 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

Our management, including our Chief Executive
Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(b) and 15d-15(e)), as of December 31, 2010. Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Managements Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such item is defined in the Exchange Act
Rules 13a-15(f) and 15d-15(f). In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2010, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on
the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of this process, management concluded that internal control over
financial reporting was effective as of December 31, 2010.

Attestation Report of the Registered Public Accounting
Firm

The Companys independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on
the Companys internal control over financial reporting and their report is included herein on page F-2.



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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(d) and 15d-15(f) during the quarter
ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III



|ITEM 10. | Directors and Executive Officers of the Registrant
|-------- | --------------------------------------------------

This item is incorporated by reference to sections of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 28, 2011, which will be filed with the SEC not later
than 120 days after the close of the fiscal year pursuant to regulation 14A.



|ITEM 11. | Executive Compensation
|-------- | ----------------------

This item is incorporated by reference to sections of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 28,
2011, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.



|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

This item is incorporated by reference to sections of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 28,
2011, which will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to regulation 14A.



|ITEM 13. | Certain Relationships and Related Transactions
|-------- | ----------------------------------------------

This item is incorporated by reference to sections of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 28, 2011, which will be filed with the SEC not later
than 120 days after the close of the fiscal year pursuant to regulation 14A.



|ITEM 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

This item is incorporated by reference to sections of the definitive proxy statement for the Annual Meeting of Stockholders to be held on April 28, 2011, which will be filed with the SEC not later
than 120 days after the close of the fiscal year pursuant to regulation 14A.

PART IV



|ITEM 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(1) Financial Statements

Reference is made to the Index to Consolidated Financial Statements
appearing in Item 8, which is incorporated herein by reference.

(2) Financial Statement Schedules

None.

(3) Exhibits

See index to exhibits.



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Coleman Cable, Inc. and Subsidiaries

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2010



|                                                                                                           |  |  |     | 
|---------------------------------------------------------------------------------------------------------- |  |  | --- | 
|Report of Independent Registered Public Accounting FirmDeloitte & Touche
LLP                              |  |  | F-2 | 
|Consolidated Statements of Operations for the Years Ended December 31, 2010 and
2009                       |  |  | F-3 | 
|Consolidated Balance Sheets as of December 31, 2010 and 2009                                               |  |  | F-4 | 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and
2009                       |  |  | F-5 | 
|Consolidated Statements of Changes in Shareholders Equity for the Years Ended December 
31, 2010 and 2009 |  |  | F-6 | 
|Notes to Consolidated Financial Statements                                                                 |  |  | F-7 | 

All Schedules are
omitted because they are not applicable, not required or because the required information is included in the Consolidated Financial Statements or Notes thereto.



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.

Waukegan, Illinois

We have audited the accompanying consolidated balance sheets of Coleman Cable, Inc. and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated
statements of operations, shareholders equity, and cash flows for each of the two years in the period ended December 31, 2010. We also have audited the Companys internal control over financial reporting as of December 31, 2010,
based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Companys management is responsible for these financial statements, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Companys internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material aspects. Our audits of the financial statements included examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed by, or under the supervision of, the companys principal executive
and principal financial officers, or person performing similar functions, and effected by the companys board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to
the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Coleman Cable, Inc. and subsidiaries as of December 31,
2010 and 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America. Also, in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the criteria established in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.



|                            
|----------------------------
|/s/    DELOITTE & TOUCHE LLP
|March 7, 2011               
|Chicago, Illinois           



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##### Table of Contents

COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



|                                             |  |                                    |         |   |      |   |         |  
|-------------------------------------------- |  | ---------------------------------- | ------- | - | ---- | - | ------- | -
|                                             |  | Years Ended December 31,           |        
|                                             |  | 2010                               |         |   | 2009 |  
|                                             |  | (Thousands, except per share data) |        
|NET SALES                                    |  | $                                  | 703,763 |   |      | $ | 504,152 |  
|COST OF GOODS SOLD                           |  |                                    | 606,734 |   |      |   | 428,485 |  
|                                             |  |                                    |         |   |      |   |         |  
|GROSS PROFIT                                 |  |                                    | 97,029  |   |      |   | 75,667  |  
|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |  |                                    | 46,944  |   |      |   | 40,821  |  
|INTANGIBLE ASSET AMORTIZATION                |  |                                    | 6,826   |   |      |   | 8,827   |  
|ASSET IMPAIRMENTS                            |  |                                    | 324     |   |      |   | 70,761  |  
|RESTRUCTURING CHARGES                        |  |                                    | 1,953   |   |      |   | 5,468   |  
|                                             |  |                                    |         |   |      |   |         |  
|OPERATING INCOME (LOSS)                      |  |                                    | 40,982  |   |      |   | (50,210 | )
|INTEREST EXPENSE                             |  |                                    | 27,436  |   |      |   | 25,323  |  
|GAIN ON REPURCHASE OF SENIOR NOTES           |  |                                    |        |   |      |   | (3,285  | )
|LOSS ON EXTINGUISHMENT OF DEBT               |  |                                    | 8,566   |   |      |   |        |  
|OTHER INCOME                                 |  |                                    | (230    | ) |      |   | (1,195  | )
|                                             |  |                                    |         |   |      |   |         |  
|INCOME (LOSS) BEFORE INCOME TAXES            |  |                                    | 5,210   |   |      |   | (71,053 | )
|INCOME TAX EXPENSE (BENEFIT)                 |  |                                    | 1,483   |   |      |   | (4,034  | )
|                                             |  |                                    |         |   |      |   |         |  
|NET INCOME (LOSS)                            |  | $                                  | 3,727   |   |      | $ | (67,019 | )
|                                             |  |                                    |         |   |      |   |         |  
|EARNINGS (LOSS) PER COMMON SHARE DATA        |  |                                    |         |   |      |   |         |  
|NET INCOME (LOSS) PER SHARE                  |  |                                    |         |   |      |   |         |  
|Basic                                        |  | $                                  | 0.22    |   |      | $ | (3.99   | )
|Diluted                                      |  |                                    | 0.21    |   |      |   | (3.99   | )
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING   |  |                                    |         |   |      |   |         |  
|Basic                                        |  |                                    | 16,925  |   |      |   | 16,809  |  
|Diluted                                      |  |                                    | 16,991  |   |      |   | 16,809  |  

See notes to
consolidated financial statements.



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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                                        |  | December 31,                      |        
|                                                                                                                                        |  | 2010                              |         |   | 2009 |  
|                                                                                                                                        |  | (Thousands except per share data) |        
|ASSETS                                                                                                                                  |  |                                   |         |   |      |   |         |  
|CURRENT ASSETS:                                                                                                                         |  |                                   |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                               |  | $                                 | 33,454  |   |      | $ | 7,599   |  
|Accounts receivable, net of allowances of $2,491 and $2,565, respectively                                                               |  |                                   | 110,774 |   |      |   | 86,393  |  
|Inventories                                                                                                                             |  |                                   | 81,130  |   |      |   | 66,222  |  
|Deferred income taxes                                                                                                                   |  |                                   | 3,171   |   |      |   | 3,129   |  
|Assets held for sale                                                                                                                    |  |                                   | 546     |   |      |   | 3,624   |  
|Prepaid expenses and other current assets                                                                                               |  |                                   | 3,761   |   |      |   | 5,959   |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|Total current assets                                                                                                                    |  |                                   | 232,836 |   |      |   | 172,926 |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|PROPERTY, PLANT AND EQUIPMENT:                                                                                                          |  |                                   |         |   |      |   |         |  
|Land                                                                                                                                    |  |                                   | 1,179   |   |      |   | 1,179   |  
|Buildings and leasehold improvements                                                                                                    |  |                                   | 13,226  |   |      |   | 13,131  |  
|Machinery, fixtures and equipment                                                                                                       |  |                                   | 92,244  |   |      |   | 91,815  |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|                                                                                                                                        |  |                                   | 106,649 |   |      |   | 106,125 |  
|Less accumulated depreciation and amortization                                                                                          |  |                                   | (64,643 | ) |      |   | (57,190 | )
|Construction in progress                                                                                                                |  |                                   | 3,725   |   |      |   | 1,731   |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|Property, plant and equipment, net                                                                                                      |  |                                   | 45,731  |   |      |   | 50,666  |  
|GOODWILL                                                                                                                                |  |                                   | 29,134  |   |      |   | 29,064  |  
|INTANGIBLE ASSETS                                                                                                                       |  |                                   | 23,764  |   |      |   | 30,584  |  
|DEFERRED INCOME TAXES                                                                                                                   |  |                                   | 301     |   |      |   | 434     |  
|OTHER ASSETS                                                                                                                            |  |                                   | 9,345   |   |      |   | 6,433   |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|TOTAL ASSETS                                                                                                                            |  | $                                 | 341,111 |   |      | $ | 290,107 |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                    |  |                                   |         |   |      |   |         |  
|CURRENT LIABILITIES:                                                                                                                    |  |                                   |         |   |      |   |         |  
|Current portion of long-term debt                                                                                                       |  | $                                 | 7       |   |      | $ | 14      |  
|Accounts payable                                                                                                                        |  |                                   | 22,016  |   |      |   | 17,693  |  
|Accrued liabilities                                                                                                                     |  |                                   | 30,193  |   |      |   | 23,980  |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|Total current liabilities                                                                                                               |  |                                   | 52,216  |   |      |   | 41,687  |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|LONG-TERM DEBT                                                                                                                          |  |                                   | 271,820 |   |      |   | 236,839 |  
|OTHER LONG-TERM LIABILITIES                                                                                                             |  |                                   | 4,258   |   |      |   | 3,823   |  
|DEFERRED INCOME TAXES                                                                                                                   |  |                                   | 1,595   |   |      |   | 2,498   |  
|COMMITMENTS AND CONTINGENCIES                                                                                                           |  |                                   |         |   |      |   |         |  
|SHAREHOLDERS EQUITY:                                                                                                                   |  |                                   |         |   |      |   |         |  
|Common stock, par value $0.001; 75,000 shares authorized; 16,939 and 16,809 shares issued and outstanding on
December 31, 2010 and 2009 |  |                                   | 17      |   |      |   | 17      |  
|Additional paid-in capital                                                                                                              |  |                                   | 90,483  |   |      |   | 88,475  |  
|Accumulated deficit                                                                                                                     |  |                                   | (79,260 | ) |      |   | (82,987 | )
|Accumulated other comprehensive loss                                                                                                    |  |                                   | (18     | ) |      |   | (245    | )
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|Total shareholders equity                                                                                                              |  |                                   | 11,222  |   |      |   | 5,260   |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  
|TOTAL LIABILITIES AND EQUITY                                                                                                            |  | $                                 | 341,111 |   |      | $ | 290,107 |  
|                                                                                                                                        |  |                                   |         |   |      |   |         |  

See notes to consolidated financial statements.



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##### Table of Contents

COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                       |  |                          |          |   |      |   |          |  
|-------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                       |  | Years Ended December 31, |         
|                                                                                       |  | 2010                     |          |   | 2009 |  
|                                                                                       |  | (Thousands)              |         
|CASH FLOW FROM OPERATING ACTIVITIES:                                                   |  |                          |          |   |      |   |          |  
|Net income (loss)                                                                      |  | $                        | 3,727    |   |      | $ | (67,019  | )
|Adjustments to reconcile net income (loss) to net cash flow from operating activities: |  |                          |          |   |      |   |          |  
|Depreciation and amortization                                                          |  |                          | 20,077   |   |      |   | 23,331   |  
|Stock-based compensation                                                               |  |                          | 2,575    |   |      |   | 2,340    |  
|Foreign currency transaction gain                                                      |  |                          | (230     | ) |      |   | (1,195   | )
|Asset impairments                                                                      |  |                          | 324      |   |      |   | 70,761   |  
|Deferred taxes                                                                         |  |                          | (914     | ) |      |   | (4,211   | )
|Loss on disposal of fixed assets                                                       |  |                          | 608      |   |      |   | 484      |  
|Gain on repurchase of senior notes                                                     |  |                          |         |   |      |   | (3,285   | )
|Loss on extinguishment of debt                                                         |  |                          | 8,566    |   |      |   |         |  
|Changes in operating assets and liabilities:                                           |  |                          |          |   |      |   |          |  
|Accounts receivable                                                                    |  |                          | (24,678  | ) |      |   | 10,162   |  
|Inventories                                                                            |  |                          | (14,928  | ) |      |   | 6,953    |  
|Prepaid expenses and other assets                                                      |  |                          | 2,335    |   |      |   | 5,177    |  
|Accounts payable                                                                       |  |                          | 3,872    |   |      |   | (9,672   | )
|Accrued liabilities                                                                    |  |                          | 5,750    |   |      |   | (6,140   | )
|                                                                                       |  |                          |          |   |      |   |          |  
|Net cash flow from operating activities                                                |  |                          | 7,084    |   |      |   | 27,686   |  
|                                                                                       |  |                          |          |   |      |   |          |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                                   |  |                          |          |   |      |   |          |  
|Capital expenditures                                                                   |  |                          | (6,383   | ) |      |   | (4,087   | )
|Purchases of investments                                                               |  |                          | (1,577   | ) |      |   |         |  
|Proceeds from the disposal of fixed assets                                             |  |                          | 2,894    |   |      |   | 123      |  
|                                                                                       |  |                          |          |   |      |   |          |  
|Net cash flow from investing activities                                                |  |                          | (5,066   | ) |      |   | (3,964   | )
|                                                                                       |  |                          |          |   |      |   |          |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                                   |  |                          |          |   |      |   |          |  
|Borrowings under revolving credit facility                                             |  |                          | 34,961   |   |      |   | 105,342  |  
|Repayments under revolving credit facility                                             |  |                          | (45,200  | ) |      |   | (125,103 | )
|Payment of debt financing and amendment fees                                           |  |                          | (6,706   | ) |      |   | (1,012   | )
|Repayment of long-term debt                                                            |  |                          | (231,664 | ) |      |   | (12,025  | )
|Proceeds from the issuance of 2018 Senior Notes, net of discount                       |  |                          | 271,911  |   |      |   |         |  
|                                                                                       |  |                          |          |   |      |   |          |  
|Net cash flow from financing activities                                                |  |                          | 23,302   |   |      |   | (32,798  | )
|                                                                                       |  |                          |          |   |      |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                           |  |                          | 535      |   |      |   | 347      |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       |  |                          | 25,855   |   |      |   | (8,729   | )
|CASH AND CASH EQUIVALENTSBeginning of year                                            |  |                          | 7,599    |   |      |   | 16,328   |  
|                                                                                       |  |                          |          |   |      |   |          |  
|CASH AND CASH EQUIVALENTSEnd of year                                                  |  | $                        | 33,454   |   |      | $ | 7,599    |  
|                                                                                       |  |                          |          |   |      |   |          |  
|NONCASH ACTIVITY                                                                       |  |                          |          |   |      |   |          |  
|Capital lease obligation                                                               |  | $                        | 10       |   |      | $ |         |  
|Unpaid capital expenditures                                                            |  |                          | 640      |   |      |   | 162      |  
|SUPPLEMENTAL CASH FLOW INFORMATION                                                     |  |                          |          |   |      |   |          |  
|Income taxes paid (refunded)                                                           |  | $                        | 294      |   |      | $ | (4,256   | )
|Cash interest paid                                                                     |  |                          | 22,208   |   |      |   | 24,380   |  

See notes to
consolidated financial statements.



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##### Table of Contents

COLEMAN CABLE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY



|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|------------------------------------------------------ |  | ---------------------- | ------ |  | ----------- | - | -- | ------------------------ |  | - | ------------------------------------ |  |  | ------------------------------------------ | ------- | - | ----- | - | ---- | - |  | - | ------- | -
|                                                       |  | CommonStockOutstanding |        |  | CommonStock |   |    | AdditionalPaid-inCapital |  |   | RetainedEarnings(AccumulatedDeficit) |  |  | AccumulatedOtherComprehensiveIncome (Loss) |         |   | Total |  
|                                                       |  | (Thousands)            |       
|BALANCEDecember 31, 2008                              |  |                        | 16,787 |  |             | $ | 17 |                          |  | $ | 86,135                               |  |  | $                                          | (15,968 | ) |       | $ | (765 | ) |  | $ | 69,419  |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|Stock awards                                           |  |                        | 22     |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   |     |   |  |   |        |  
|Comprehensive income                                   |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|Net loss                                               |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            | (67,019 | ) |       |   |     |   |  |   | (67,019 | )
|Cumulative translation, net of tax provision of $129   |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   | 251  |   |  |   | 251     |  
|Derivative gains, net of tax provision of $90          |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   | 137  |   |  |   | 137     |  
|Pension adjustments, net of tax provision of $81       |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   | 132  |   |  |   | 132     |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|Total Comprehensive Loss                               |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   | (66,499 | )
|Stock-based compensation                               |  |                        |       |  |             |   |   |                          |  |   | 2,340                                |  |  |                                            |        |   |       |   |     |   |  |   | 2,340   |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|BALANCEDecember 31, 2009                              |  |                        | 16,809 |  |             | $ | 17 |                          |  | $ | 88,475                               |  |  | $                                          | (82,987 | ) |       | $ | (245 | ) |  | $ | 5,260   |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|Stock awards                                           |  |                        | 130    |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   |     |   |  |   |        |  
|Comprehensive income                                   |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|Net income                                             |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            | 3,727   |   |       |   |     |   |  |   | 3,727   |  
|Cumulative translation, net of tax provision of $177   |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   | 293  |   |  |   | 293     |  
|Unrealized investment loss, net of tax benefit of $136 |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   | (214 | ) |  |   | (214    | )
|Pension adjustments, net of tax provision of $94       |  |                        |       |  |             |   |   |                          |  |   |                                     |  |  |                                            |        |   |       |   | 148  |   |  |   | 148     |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|Total Comprehensive Income                             |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   | 3,954   |  
|Stock-based compensation                               |  |                        |       |  |             |   |   |                          |  |   | 2,008                                |  |  |                                            |        |   |       |   |     |   |  |   | 2,008   |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  
|BALANCEDecember 31, 2010                              |  |                        | 16,939 |  |             | $ | 17 |                          |  | $ | 90,483                               |  |  | $                                          | (79,260 | ) |       | $ | (18  | ) |  | $ | 11,222  |  
|                                                       |  |                        |        |  |             |   |    |                          |  |   |                                      |  |  |                                            |         |   |       |   |      |   |  |   |         |  

See notes to consolidated financial statements.



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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

The consolidated financial statements include the accounts of Coleman Cable, Inc. and its wholly-owned subsidiaries (the Company,
Coleman, we, us or our). We are a manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the United States
and, to a lesser degree, Canada.

We operate our business through two reportable business segments: (1) Distribution, and
(2) Original Equipment Manufacturers (OEM). Our Distribution segment serves our customers in distribution businesses, who are resellers of our products, while our OEM segment serves our OEM customers, who generally purchase more
tailored products from us which are in turn used as inputs into subassemblies of manufactured finished goods.

All intercompany accounts and
transactions have been eliminated in consolidation.

Consolidated Statements of Cash Flows

The Company has corrected the presentation of borrowings and repayments on its Revolving Credit Facility for 2009 within the consolidated statement of
cash flows. Related amounts had previously been presented on a net basis, rather than on a gross basis in accordance with accounting guidance. The correction had no effect on net cash used in financing activities.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are required for several
matters, including inventory valuation, determining the allowance for uncollectible accounts and accruals for sales returns, allowances and incentives, depreciation and amortization, accounting for purchase business combinations, and the
recoverability of goodwill and long-lived assets. Actual results could differ from those estimates. Summarized below is the activity for our accounts receivable allowance account:



|                                                  |  |                         |       |   |      |   |       |  
|------------------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ----- | -
|                                                  |  | Year Ended December 31, |      
|                                                  |  | 2010                    |       |   | 2009 |  
|BalanceJanuary 1                                 |  | $                       | 2,565 |   |      | $ | 3,020 |  
|Provisions                                        |  |                         | 45    |   |      |   | 221   |  
|Write-offs and credit allowances, net of recovery |  |                         | (137  | ) |      |   | (715  | )
|Foreign currency translation adjustment           |  |                         | 18    |   |      |   | 39    |  
|                                                  |  |                         |       |   |      |   |       |  
|BalanceDecember 31                               |  | $                       | 2,491 |   |      | $ | 2,565 |  
|                                                  |  |                         |       |   |      |   |       |  

Revenue Recognition

Our sales represent sales of our product inventory. We recognize sales when products are shipped to customers and the title and risk of loss pass to the customer in accordance with the terms of sale,
pricing is fixed and determinable, and collection is reasonably assured. Billings for shipping and handling costs are recorded as sales and related costs are included in cost of goods sold. Provisions for payment discounts, product returns and
customer incentives and allowances, which reduce revenue, are estimated based upon historical experience and other relevant factors and are recorded within the same period that the revenue is recognized as a reduction of sales.



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##### Table of Contents

Cost of Goods Sold

Cost of goods sold is primarily comprised of direct materials, labor and overhead costs (including depreciation expense) consumed in the manufacture of goods sold. Cost of goods sold also includes the
cost of direct sourced merchandise sold, as well as our distribution costs, including the cost of inbound freight, internal transfers, warehousing and shipping and handling.

Advertising Expenses

We account for advertising expenditures as expense in the
period incurred. For the fiscal years ended December 31, 2010 and 2009, advertising expenses were $2,325 and $2,240, respectively.

Foreign Currency Translation

Assets and liabilities of our Canadian subsidiary are
translated to U.S. dollars at fiscal year-end exchange rates. The resulting translation adjustments are recorded as a component of shareholders equity. Income and expense items are translated at exchange rates prevailing throughout the
year. Gains and losses from foreign currency transactions are included in net income.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with a maturity of three months or less when purchased. The fair value of cash
and cash equivalents approximates their carrying amounts. All of our cash and cash equivalents qualify as Level 1 fair values under the fair value hierarchy. We classify outstanding checks in excess of funds on deposit within accounts payable
and reduce cash and cash equivalents when these checks clear the bank on which they were drawn. We had no outstanding checks in excess of funds on deposit included in accounts payable at either December 31, 2010 or 2009.

Inventories

Inventories include material, labor and overhead costs and are recorded at the lower of cost or market on the first-in, first-out (FIFO)
basis. We estimate losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and
selling price.

Assets Held for Sale

Assets held for sale consist primarily of property related to closed facilities that are currently being marketed for disposal. Assets held for sale are reported at the lower of carrying value or
estimated fair value less costs to sell.

Property, Plant and Equipment

Property, plant and equipment are carried at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets estimated
useful lives, ranging from 3 to 20 years, using the straight-line method for financial reporting purposes and accelerated methods for tax reporting purposes. The estimated useful lives of buildings range from 9 to 20 years; leasehold
improvements have a useful life equal to the shorter of the useful life of the asset or the lease term; and the estimated useful lives of machinery, fixtures and equipment range from 3 to 8 years.

Goodwill and Other Intangible Assets

We are required to assess goodwill for impairment annually, or more frequently if events or circumstances indicate impairment may have occurred. Our annual evaluation for potential goodwill impairment is
performed as of December 31st of each year. Our other intangible assets primarily consist of acquired customer



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relationships and trademarks and trade names, all of which have finite or determinable useful lives. Accordingly, these finite-lived assets are amortized to reflect the estimated pattern of
economic benefit consumed, either on a straight-line or accelerated basis over the estimated periods benefited. See Note 2 for information regarding our asset impairment analyses.

Impairment of Long-Lived Assets

We test the carrying amount of our long-lived assets, including finite-lived intangible assets and property, plant and equipment, for recoverability whenever events or circumstances indicate that the
carrying amount of such assets may not be recoverable. An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to
result from the use of the asset and its eventual disposition. The amount of the impairment loss recorded is equal to the excess of the assets carrying value over its fair value. See Note 2 for information regarding our asset impairment
analyses.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been
included in our consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which we expect the differences to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.

The Financial Accounting Standards Board (FASB) guidance stipulates the accounting for uncertainty in income taxes recognized in the
financial statements. This guidance provides that a tax benefit from an uncertain tax position may be recognized in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination, including
resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold. The rules also provide guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.

We have not recorded any reserves, or
related accruals for interest and penalties, or uncertain income tax positions at either December 31, 2010 or 2009. In accordance with this guidance, we have adopted a policy under which, if required to be recognized in the future, we will
classify interest related to the underpayment of income taxes as a component of interest expense and we will classify any related penalties in selling, general and administrative expenses in the consolidated statement of operations.

Derivatives and Other Financial Instruments, and Concentrations of Credit Risk

We are exposed to certain commodity price risks including fluctuations in the price of copper. From time-to-time, we enter into derivative contracts,
including copper futures contracts, to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. All of the copper futures contracts we utilize are tied to the COMEX copper market index and the
value of such contracts varies directly with underlying changes in the related COMEX copper futures prices. We recognize all of our derivative instruments on our balance sheet at fair value, and record changes in the fair value of such contracts
within cost of goods sold in the statement of operations as they occur unless specific hedge accounting criteria are met. For those hedging relationships that meet such criteria, and for which hedge accounting is applied, we formally document our
hedge relationships, including identifying the hedging instruments and the hedged items, as well as the risk management objectives involved. We have no open commodity hedge positions at December 31, 2010 to which hedge accounting is being
applied. However, all of our hedges for which hedge accounting has been



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applied in the past qualified and were designated as cash flow hedges. We assess both at inception and at least quarterly thereafter, whether the derivatives used in these cash flow hedges are
highly effective in offsetting changes in the cash flows associated with the hedged item. The effective portion of the related gains or losses on these derivative instruments are recorded in shareholders equity as a component of Other
Comprehensive Income (OCI), and are subsequently recognized in income or expense in the period in which the related hedged items are recognized. The ineffective portion of these hedges (extent to which a change in the value of the
derivative contract does not perfectly offset the change in value of the designated hedged item) is immediately recognized in income. We calculate the fair value of our copper contracts quarterly based on the quoted market price for the same or
similar financial instruments. Our derivatives have been determined to be Level 1 under the fair value hierarchy due to available market prices. As our derivatives are part of a legally enforceable master netting arrangement, for purposes of
presentation within our consolidated balance sheets, gross values are netted and classified within prepaid expenses and other current assets or accrued liabilities depending upon our aggregate net position at the balance sheet date. Cash settlements
related to derivatives are included in the operating section of the consolidated statement of cash flows, with prepaid expenses and other current assets or accrued liabilities, depending on the position. The Companys derivatives are disclosed
in Note 9.

Financial instruments also include other working capital items and debt. The carrying amounts of our cash and cash equivalents,
trade accounts receivable and trade accounts payable approximate fair value given the immediate or short-term maturity of these financial instruments. The fair value of the Companys debt is disclosed in Note 6.

Concentrations of credit risk arising from trade accounts receivable are due to selling to a number of customers in a particular industry. The Company
performs ongoing credit evaluations of its customers and counterparties financial condition and obtains collateral or other security when appropriate. No customer accounted for more than 10% of accounts receivable as of December 31,
2010 or 2009.

Cash and cash equivalents are placed with financial institutions we believe have adequate credit standings.

Self-Insurance

We are partially self-insured for health benefit costs for covered individuals at a majority of our facilities. The accrual for our self-insurance
liability is determined by management and is based on claims filed and an estimate of actual claims incurred but not yet reported.

Stock-based Compensation

We recognize compensation expense over the related vesting
period for each share-based award we grant, based on the fair value of the instrument at grant date for those awards to be settled in stock, and based on the fair value of the instrument at the balance sheet date for those awards to be settled in
cash. Our stock-based compensation arrangements are further detailed in Note 11.

Earnings per Common Share

We compute earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share
for common stock and participating securities. Our participating securities are our grants of service-condition unvested common shares, as such awards contain non-forfeitable rights to dividends. Security holders are not obligated to fund any
losses, and therefore participating securities are not allocated a portion of any net loss in any period for which a net loss is recorded. Basic earnings per common share is calculated by dividing net income available to common shareholders by the
weighted average number of common shares outstanding for each period. Diluted earnings per common share includes the dilutive effect of exercised stock options and the effect of unvested common shares when dilutive.



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New Accounting Pronouncements

Goodwill

In December 2010, the FASB issued an update to the accounting guidance for evaluating goodwill for impairment. Accordingly, new accounting standards concerning the treatment of goodwill were issued. This
guidance addresses the effects on certain provisions of evaluating reporting units with zero or negative carrying values. The accounting update is effective for a reporting entitys first annual reporting period that begins after December 2010,
for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. We do not anticipate that this guidance, which is effective for the first quarter of 2011, will have a significant impact on our
financial statements.

Variable Interest Entity

In June 2009, the FASB issued an update to the accounting guidance for consolidation. Accordingly, new accounting standards concerning the treatment of variable interest entities were issued. This
guidance addresses the effects on certain provisions of consolidation of variable interest entities as a result of the elimination of the qualifying special-purpose entity concept. This guidance also addresses the ability to provide timely and
useful information about an enterprises involvement in a variable interest entity. This update, which was effective for the first quarter of 2010, did not have a significant impact on our financial statements.

Disclosures about Fair Value Measurements

In January 2010, the FASB issued an accounting standards update to improve disclosures about fair value measurements. The update amends existing accounting rules regarding fair value measurements and
disclosures to add new requirements for disclosures related to transfers into and out of investment Levels 1 and 2, and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 investment measurements. It also
clarifies existing fair value disclosures about the level of disaggregation, as well as inputs and valuation techniques used to measure fair value. The update is effective for the first reporting period beginning after December 15, 2009,
except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for years beginning after December 15, 2010. As this update only related to financial statement
disclosures, it did not have an impact on our results of operations, cash flows or financial position. See Note 14 for further discussion regarding our fair value measurements of financial assets and liabilities.

2.  GOODWILL, INTANGIBLE ASSETS AND ASSET IMPAIRMENTS

Goodwill

Changes in the carrying amount of goodwill by reportable business segment
were as follows:



|                                                    |  |                     |         |   |            |   |         |       |  |   |         |  
|--------------------------------------------------- |  | ------------------- | ------- | - | ---------- | - | ------- | ----- |  | - | ------- | -
|                                                    |  | DistributionSegment |         |   | OEMSegment |   |         | Total | 
|Gross balance                                       |  | $                   | 98,499  |   |            |   | 11,725  |       |  | $ | 110,224 |  
|Cumulative impairment losses                        |  |                     |        |   |            |   | (11,725 | )     |  |   | (11,725 | )
|Cumulative foreign currency translation adjustments |  |                     | (145    | ) |            |   |        |       |  |   | (145    | )
|                                                    |  |                     |         |   |            |   |         |       |  |   |         |  
|Balance as of December 31, 2008                     |  | $                   | 98,354  |   |            | $ |        |       |  | $ | 98,354  |  
|Impairment losses                                   |  |                     | (69,498 | ) |            |   |        |       |  |   | (69,498 | )
|Foreign currency translation adjustments            |  |                     | 208     |   |            |   |        |       |  |   | 208     |  
|                                                    |  |                     |         |   |            |   |         |       |  |   |         |  
|Balance as of December 31, 2009                     |  | $                   | 29,064  |   |            | $ |        |       |  | $ | 29,064  |  
|Foreign currency translation adjustments            |  |                     | 70      |   |            |   |        |       |  |   | 70      |  
|                                                    |  |                     |         |   |            |   |         |       |  |   |         |  
|Balance as of December 31, 2010                     |  | $                   | 29,134  |   |            | $ |        |       |  | $ | 29,134  |  
|                                                    |  |                     |         |   |            |   |         |       |  |   |         |  



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Under goodwill accounting rules, we are required to assess goodwill for impairment annually, or more
frequently if events or circumstances indicate impairment may have occurred. The analysis of potential impairment of goodwill employs a two-step process. The first step involves the estimation of fair value of our reporting units. If step one
indicates that impairment of goodwill potentially exists, the second step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value.

We performed our annual goodwill impairment test as of December 31, 2010, with no indication of potential impairment. Our test indicated
that the estimated fair value of each reporting unit with recorded goodwill as of December 31, 2010 was significantly in excess of its related carrying value, with no such reporting unit having an excess of fair value less than 25% of its
carrying value. As stated below, the use of different assumptions, estimates or judgments in the goodwill impairment testing process may significantly increase or decrease the estimated fair value of a reporting unit. However, as of the
December 31, 2010 annual impairment test date, the above-noted conclusion, that no indication of goodwill impairment existed as of the test date, would not have changed had the test been conducted assuming: 1) a 5% decrease in the
aggregate estimated undiscounted cash flows of our reporting units (without any change in the discount rate), 2) a 100 basis point increase in the discount rate used to discount the aggregate estimated cash flows of our reporting units to
their net present value in determining their estimated fair values (without any change in the aggregate estimated cash flows of our reporting units), or 3) 1% decrease in the estimated sales growth rate without a change in the discount rate of
each reporting unit.

Goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur,
including deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units.

During the first quarter of 2009, we concluded that there were sufficient indicators to require us to perform an interim goodwill impairment
test based on a combination of factors which were in existence at that time, including a significant decline in our market capitalization, as well as the recessionary economic environment and its then estimated potential impact on our business. As a
result of this test, we recorded a non-cash goodwill impairment charge of $69,498, representing our best estimate of the impairment loss incurred within three of the four reporting units comprising our Distribution segment: Electrical distribution,
Wire and Cable distribution and Industrial distribution.

The goodwill impairment testing process involves the use of significant assumptions,
estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating a reporting units projected cash flows involves the use of significant assumptions, estimates and judgments with respect to numerous factors,
including future sales, gross profit, selling, general and administrative expense rates, capital expenditures, and cash flows. These estimates are based on our business plans and forecasts. These estimates are then discounted, which necessitates the
selection of an appropriate discount rate. The discount rates used reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit. The allocation of the estimated fair value of our reporting units to the
estimated fair value of their net assets required under the second step of the goodwill impairment test also involves the use of significant assumptions, estimates and judgments, which are based on the best information available to management as of
the date of the assessment.

We test the carrying amount of our long-lived assets, including finite-lived intangible assets and property,
plant and equipment, for recoverability whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This assessment employs a two-step approach. The first step is used to determine if a
potential impairment exists while the second step measures the associated impairment loss (if any). An impairment loss is recognized if, in performing the impairment review, it is determined that the carrying amount of an asset or asset group
exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The asset groups tested under our impairment tests reflect the shared nature of our facilities and
manufacturing capacity. The second step of the impairment tests involves measuring the amount of the impairment loss to be recorded. The amount of the impairment loss



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recorded is equal to the excess of the asset or asset groups carrying value over its fair value. For 2009 and 2010, no asset impairments were identified relative to either our long-lived
property, plant and equipment or our finite-lived intangible assets, other than among assets held for sale, as discussed below.

The
long-lived asset impairment test uses significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. Estimating projected cash flows associated with our asset groups involved the use of significant
assumptions, estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, general and administrative expense rates, discount rates and cash flows.

Intangible Assets

The following summarizes our intangible assets at December 31, 2010 and 2009, respectively:



|                           |  |                                   |    |  |                         |   |        |                   |  |   |                     |   |  |                         |        |  |                   |   |        |  |  |   |         |   |  |   |        | 
|-------------------------- |  | --------------------------------- | -- |  | ----------------------- | - | ------ | ----------------- |  | - | ------------------- | - |  | ----------------------- | ------ |  | ----------------- | - | ------ |  |  | - | ------- | - |  | - | ------ | 
|                           |  | WeightedAverageAmortizationPeriod |    |  | 2010                    |   |        | 2009              | 
|                           |  | GrossCarryingAmount               |    |  | AccumulatedAmortization |   |        | NetCarryingAmount |  |   | GrossCarryingAmount |   |  | AccumulatedAmortization |        |  | NetCarryingAmount |  
|                           |  |                                   |    |  |                         |  
|                           |  |                                   |    |  |                         |  
|Customer relationships     |  |                                   | 4  |  |                         | $ | 56,500 |                   |  | $ | (39,546             | ) |  | $                       | 16,954 |  |                   | $ | 56,500 |  |  | $ | (33,140 | ) |  | $ | 23,360 | 
|Trademarks and trade names |  |                                   | 11 |  |                         |   | 8,350  |                   |  |   | (1,540              | ) |  |                         | 6,810  |  |                   |   | 8,350  |  |  |   | (1,201  | ) |  |   | 7,149  | 
|Non-competition agreements |  |                                   | 2  |  |                         |   | 1,000  |                   |  |   | (1,000              | ) |  |                         |       |  |                   |   | 1,000  |  |  |   | (925    | ) |  |   | 75     | 
|                           |  |                                   |    |  |                         |   |        |                   |  |   |                     |   |  |                         |        |  |                   |   |        |  |  |   |         |   |  |   |        | 
|Total                      |  |                                   | 5  |  |                         | $ | 65,850 |                   |  | $ | (42,086             | ) |  | $                       | 23,764 |  |                   | $ | 65,850 |  |  | $ | (35,266 | ) |  | $ | 30,584 | 
|                           |  |                                   |    |  |                         |   |        |                   |  |   |                     |   |  |                         |        |  |                   |   |        |  |  |   |         |   |  |   |        | 

Our intangible assets are being amortized over their estimated useful lives. The customer-relationship intangibles are being
amortized using an accelerated amortization method which reflects our estimate of the pattern in which the economic benefit derived from such assets will be consumed. Amortization expense for intangible assets was $6,826 and $8,827 for the years
ended December 31, 2010 and 2009, respectively. Expected amortization expense for intangible assets over the next five years is as follows:



|     |  |   |       | 
|---- |  | - | ----- | 
|2011 |  | $ | 5,425 | 
|2012 |  |   | 4,316 | 
|2013 |  |   | 3,456 | 
|2014 |  |   | 2,768 | 
|2015 |  |   | 2,230 | 

In addition to the above-discussed
non-cash goodwill impairment charges recorded in 2009, we recorded $324 and $1,263 of asset impairment charges in 2010 and 2009, respectively, in relation to certain of our closed properties currently being marketed for sale, with such impairments
reflecting a decline in the estimated fair value of such properties. The resulting adjusted carrying value for such properties represents our estimate of each propertys fair value determined by management after considering the best information
available, including assumptions market participants would use in valuing the asset.

3.  RESTRUCTURING AND INTEGRATION
ACTIVITIES

We incurred restructuring charges of $1,953 and $5,468 during 2010 and 2009, respectively. For both 2009 and 2010, these
expenses were comprised of holding costs incurred relative to a number of facilities we closed in 2008 and 2009, with 2009 restructuring expenses also including severance costs related to such facility closures. In 2009, we closed both our East Long
Meadow, Massachusetts and Oswego, New York facilities and the 2009 charges included $2,554 recorded in connection with the closure of these two facilities. Such closures were executed to align our manufacturing capacity and cost structure with
reduced volume levels which resulted from the economic downturn of late 2008 and 2009. Production from these facilities was transitioned to other facilities.

The $2,383 liability as of December 31, 2010 is comprised of our estimate of the remaining liability related to our closed facilities under lease, with the amount of such liability being equal to our
remaining obligation under



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such leases reduced by estimated sublease rental income either currently being received or reasonably expected to be received in the future. Accordingly, the liability may be increased or
decreased in future periods as facts and circumstances change, including possible negotiation of one or more lease terminations, sublease agreements, or changes in the related markets in which the properties are located. The short-term liability is
classified within accrued expenses and the long-term portion is classified within Other long-term liabilities.

The following table summarizes
restructuring activities:



|                          |  |                    |        |   |                                |   |        |       |  |   |        |  
|------------------------- |  | ------------------ | ------ | - | ------------------------------ | - | ------ | ----- |  | - | ------ | -
|                          |  | Lease HoldingCosts |        |   | Severance 
&OtherClosing Costs |   |        | Total | 
|Restructuring Activities  |  |                    |        |   |                                |   |        |       |  |   |        |  
|BALANCEDecember 31, 2008 |  | $                  | 4,967  |   |                                | $ | 49     |       |  | $ | 5,016  |  
|                          |  |                    |        |   |                                |   |        |       |  |   |        |  
|Provision                 |  |                    | 2,201  |   |                                |   | 3,267  |       |  |   | 5,468  |  
|Uses                      |  |                    | (2,806 | ) |                                |   | (3,293 | )     |  |   | (6,099 | )
|                          |  |                    |        |   |                                |   |        |       |  |   |        |  
|BALANCEDecember 31, 2009 |  | $                  | 4,362  |   |                                | $ | 23     |       |  | $ | 4,385  |  
|                          |  |                    |        |   |                                |   |        |       |  |   |        |  
|Provision                 |  |                    | 242    |   |                                |   | 1,711  |       |  |   | 1,953  |  
|Uses                      |  |                    | (2,221 | ) |                                |   | (1,734 | )     |  |   | (3,955 | )
|                          |  |                    |        |   |                                |   |        |       |  |   |        |  
|BALANCEDecember 31, 2010 |  | $                  | 2,383  |   |                                | $ |       |       |  | $ | 2,383  |  
|                          |  |                    |        |   |                                |   |        |       |  |   |        |  

We do not currently have any significant restructuring initiatives planned for 2011. Accordingly, we anticipate incurring
between $500 and $1,000 in restructuring costs in 2011 related to existing closed facilities, without giving effect to our successfully negotiating any potential sales, alterations to or additional subleases, or lease buy-outs in relation to one or
more of these properties. However, it should be noted that management is continually adjusting plans and production schedules in light of sales trends, the macro-economic environment and other demand indicators, and the possibility exists that we
may determine further plant closings, restructurings and workforce reductions are necessary, some of which may be significant. Restructuring expense is not segregated by reportable segment as our operating segments share common production processes
and manufacturing facilities as discussed in Note 15 below.

4.  INVENTORIES

Inventories consisted of the following:



|                  |  |              |        |  |      |   |        | 
|----------------- |  | ------------ | ------ |  | ---- | - | ------ | 
|                  |  | December 31, |       
|                  |  | 2010         |        |  | 2009 |  
|FIFO cost:        |  |              |        |  |      |   |        | 
|Raw materials     |  | $            | 28,831 |  |      | $ | 20,962 | 
|Work in progress  |  |              | 2,640  |  |      |   | 3,807  | 
|Finished products |  |              | 49,659 |  |      |   | 41,453 | 
|                  |  |              |        |  |      |   |        | 
|Total             |  | $            | 81,130 |  |      | $ | 66,222 | 
|                  |  |              |        |  |      |   |        | 

5.  ACCRUED LIABILITIES

Accrued liabilities consisted of the following:



|                                      |  |              |        |  |      |   |        | 
|------------------------------------- |  | ------------ | ------ |  | ---- | - | ------ | 
|                                      |  | December 31, |       
|                                      |  | 2010         |        |  | 2009 |  
|Salaries, wages and employee benefits |  | $            | 7,084  |  |      | $ | 3,113  | 
|Sales incentives                      |  |              | 9,092  |  |      |   | 8,302  | 
|Interest                              |  |              | 9,537  |  |      |   | 5,824  | 
|Other                                 |  |              | 4,480  |  |      |   | 6,741  | 
|                                      |  |              |        |  |      |   |        | 
|Total                                 |  | $            | 30,193 |  |      | $ | 23,980 | 
|                                      |  |              |        |  |      |   |        | 



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6.  DEBT

Total borrowings were as follows:



|                                                                                       |  |              |         |   |      |   |         |  
|-------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                                                                       |  | December 31, |        
|                                                                                       |  | 2010         |         |   | 2009 |  
|Revolving credit facility expiring April 2, 2012                                       |  | $            |        |   |      | $ | 10,239  |  
|9.875% Senior notes extinguished January 2010, including unamortized premium of $1,617 |  |              |        |   |      |   | 226,597 |  
|9% Senior Notes due February 15, 2018, including unamortized premium of $3,185         |  |              | 271,815 |   |      |   |        |  
|Capital lease obligations                                                              |  |              | 12      |   |      |   | 17      |  
|                                                                                       |  |              |         |   |      |   |         |  
|                                                                                       |  |              | 271,827 |   |      |   | 236,853 |  
|Less current portion                                                                   |  |              | (7      | ) |      |   | (14     | )
|                                                                                       |  |              |         |   |      |   |         |  
|Long-term debt                                                                         |  | $            | 271,820 |   |      | $ | 236,839 |  
|                                                                                       |  |              |         |   |      |   |         |  

Senior Secured Revolving Credit Facility

Our Senior Secured Revolving Credit Facility (Revolving Credit Facility), provides for aggregate borrowings of up to $200,000, subject to
certain limitations as discussed below. The proceeds from the Revolving Credit Facility are available for working capital and other general corporate purposes, including merger and acquisition activity. Our Revolving Credit Facility expires
April 2, 2012.

Interest on borrowings under the Revolving Credit Facility is payable, at our option, at the lenders prime rate
plus a range of 1.25% to 1.75% or the Eurodollar rate plus a range of 2.50% to 3.00%, in each case based on quarterly average excess availability under the Revolving Credit Facility. In addition, we pay a 0.50% unused line fee pursuant to the terms
of the Revolving Credit Facility for unutilized availability.

Pursuant to the terms of the Revolving Credit Facility, we are required to
maintain a minimum of $10,000 in excess availability under the facility at all times. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (i) $200,000 or (ii) the sum of 85% of eligible accounts
receivable, 55% of eligible inventory and an advance rate to be determined of certain appraised fixed assets, with a $10,000 sublimit for letters of credit. Borrowing availability under the Revolving Credit Facility for foreign subsidiaries is
limited to the greater of (i) the sum of 85% of the aggregate book value of accounts receivable of such foreign subsidiaries plus 60% of the aggregate book value of the inventory of such foreign subsidiaries and (ii) $25,000 (excluding
permitted intercompany indebtedness of such foreign subsidiaries).

The Revolving Credit Facility is guaranteed by our domestic subsidiary and
is secured by substantially all of our assets and the assets of our domestic subsidiary, including accounts receivable, inventory and any other tangible and intangible assets (including real estate, machinery and equipment and intellectual property)
as well as by a pledge of all the capital stock of our domestic subsidiary and 65% of the capital stock of our Canadian foreign subsidiary, but not our Chinese 100%-owned entity.

The Revolving Credit Facility contains financial and other covenants that limit or restrict our ability to pay dividends or distributions, incur indebtedness, permit liens on property, make investments,
provide guarantees, enter into mergers, acquisitions or consolidations, conduct asset sales, enter into leases or sale and lease back transactions, and enter into transactions with affiliates. In addition to maintaining a minimum of $10,000 in
excess availability under the facility at all times, the financial covenants in the Revolving Credit Facility require us to maintain a fixed charge coverage ratio of not less than 1.1 to 1.0 for any month during which our excess availability under
the Revolving Credit Facility falls below $30,000. We maintained greater than $30,000 of monthly excess availability during 2010. We have initiated renegotiation of the Revolving Credit Facility and anticipate completing its renegotiation in the
next twelve months.



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##### Table of Contents

Refinancing of 2012 Senior Notes with 2018 Senior Notes

In the first quarter of 2010, in order to take advantage of what we believed were favorable refinancing conditions at the time, we undertook a refinancing
of our 2012 Senior Notes in order to extend the maturity date of such long-term, unsecured debt, and lower the coupon rate on such debt. In total, we issued $275,000 of 2018 Senior Notes (defined below), which resulted in $271,911 in proceeds (after
giving effect to $3,597 in original issuance discounts and $500 of prepaid interest). A portion of these proceeds were used to retire $224,980 in par value of our remaining 2012 Senior Notes, and the remainder is available to be used in the future
for general corporate purposes, including potential acquisitions. As detailed below, the issuance of our 2018 Senior Notes occurred in two parts, both completed during the first quarter of 2010.

On February 3, 2010 we completed a private placement under Rule 144A under the Securities Act of 1933, as amended (the Securities Act)
of $235,000 aggregate principal amount of 9.0% unsecured senior notes due in 2018 (the Initial Private Placement) to refinance our 2012 Senior Notes. The Initial Private Placement resulted in gross proceeds of approximately $231,703,
which reflects a discounted issue price of 98.597% of the principal amount. The proceeds were used, together with other available funds, for payment of consideration and costs relating to a cash tender offer and consent solicitation for our 2012
Senior Notes. A total of $199,429 aggregate principal amount of the 2012 Senior Notes were tendered, which represented approximately 88.6% of the $224,980 aggregate principal amount of the 2012 Senior Notes outstanding. We redeemed the remaining
$25,551 of 2012 Senior Notes on March 22, 2010. On March 23, 2010, we completed another private placement offering under Rule 144A under the Securities Act (the Supplemental Private Placement) of $40,000 aggregate principal
amount of 9.0% unsecured senior notes due in 2018 (together with the senior notes offered in the Initial Private Placement, the 2018 Senior Notes). We received gross proceeds from the Supplemental Private Placement of approximately
$39,700, which reflects a discounted issue price of 99.25% of the principal amount. The proceeds were used, together with the proceeds of the Initial Private Placement, for payment of consideration and costs relating to a cash tender offer for the
final $25,551 of original 2012 Senior Note redemptions. The 2018 Senior Notes mature on February 15, 2018 and interest on these notes accrues at a rate of 9.0% per annum and is payable semi-annually on each February 15 and
August 15. Our payment obligations under the 2018 Senior Notes are guaranteed by our 100% owned subsidiary, CCI International, Inc. (see Note 16).

Pursuant to the terms of registration rights agreements we entered into in connection with the issuance of the 2018 Senior Notes, we agreed, among other things, to exchange the 2018 Senior Notes for
registered notes substantially identical in all material respects to the 2018 Senior Notes (the Exchange Notes). With the Exchange Offer, $275,000, or 100%, of the outstanding 2018 Senior Notes were exchanged for Exchange Notes on
July 21, 2010.

We recorded a loss of $8,566 in the first quarter of 2010 on the early extinguishment of our 2012 Senior Notes. This
amount included the write-off of approximately $1,897 of remaining unamortized debt issuance costs and bond premium amounts related to the 2012 Senior Notes, as well as the impact of the call and tender premiums paid in connection with the
refinancing.

In connection with the issuance of 2018 Senior Notes, we incurred approximately $6,706 in costs that have been recorded as
deferred financing costs to be amortized over the term of the 2018 Senior Notes. These costs are classified within Other assets in the consolidated balance sheet.

As of December 31, 2010, we were in compliance with all of the covenants of our 2018 Senior Notes.



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##### Table of Contents

At December 31, 2010, annual maturities of long-term debt for each of the next five years and
thereafter are shown in the below table.



|                                      |  |   |         |  
|------------------------------------- |  | - | ------- | -
|2011                                  |  |   | 7       |  
|2012                                  |  |   | 3       |  
|2013                                  |  |   | 2       |  
|2014                                  |  |   |        |  
|2015                                  |  |   |        |  
|Subsequent to 2015                    |  |   | 275,000 |  
|                                      |  |   |         |  
|Total debt maturities                 |  |   | 275,012 |  
|Revolving Credit Facility             |  |   |        |  
|Unamortized premium on long-term debt |  |   | (3,185  | )
|                                      |  |   |         |  
|Total debt                            |  | $ | 271,827 |  
|                                      |  |   |         |  

Our Indenture governing the Senior Notes and Revolving Credit Facility contains covenants that limit our ability to pay
dividends. Under these covenants, we could not declare excess cash flow dividends for the year ended December 31, 2010. The Company does not anticipate paying any dividends on its common stock in the foreseeable future. The fair value of our
debt and capitalized lease obligations was approximately $285,000 and $225,000 at December 31, 2010 and 2009, respectively.

Debt Issue Costs

We have incurred debt issuance costs in connection with our 2018
Senior Note issuances and our Revolving Credit Facility, including amendment fees related to the Revolving Credit Facility. These fees are being amortized over the remaining term of the senior notes and Revolving Credit Facility, respectively.
Amortization of debt issuance costs was $1,766 and $2,055 in 2010 and 2009, respectively. Accumulated amortization of debt issue costs was $3,964 and $7,712 at December 31, 2010 and 2009, respectively.

7.  INCOME TAXES

Our income
(loss) before income taxes includes the following components:



|                                  |  |      |       |  |      |   |         |  
|--------------------------------- |  | ---- | ----- |  | ---- | - | ------- | -
|                                  |  | 2010 |       |  | 2009 |  
|Income (loss) before income taxes |  |      |       |  |      |   |         |  
|U.S.                              |  | $    | 1,341 |  |      | $ | (75,894 | )
|Foreign                           |  |      | 3,869 |  |      |   | 4,841   |  
|                                  |  |      |       |  |      |   |         |  
|Total income (loss)               |  | $    | 5,210 |  |      | $ | (71,053 | )
|                                  |  |      |       |  |      |   |         |  

The provision for income tax expense (benefit) consists of the following:



|                                   |  |      |       |   |      |   |        |  
|---------------------------------- |  | ---- | ----- | - | ---- | - | ------ | -
|                                   |  | 2010 |       |   | 2009 |  
|Current tax expense                |  | $    | 2,397 |   |      | $ | 177    |  
|Deferred income tax benefit        |  |      | (914  | ) |      |   | (4,211 | )
|                                   |  |      |       |   |      |   |        |  
|Total income tax expense (benefit) |  | $    | 1,483 |   |      | $ | (4,034 | )
|                                   |  |      |       |   |      |   |        |  

Our current tax expense for 2010 consisted of US and foreign current tax amounts of $1,335 and $1,062 respectively, and our
deferred tax expense (benefit) for 2010 consisted of US and foreign deferred tax amounts of $(1,029), and $115 respectively.

Our deferred
taxes result primarily from the tax effect of differences between the financial and tax basis of assets and liabilities based on enacted tax laws. Valuation allowances, if necessary, are provided against deferred tax assets that are not likely to be
realized. We believe our deferred tax assets will be fully utilized based on projections for future earnings and tax planning strategies. Additionally, we believe our income tax filing positions and deductions will be sustained and, thus, we have
not recorded any reserves related to our deferred tax assets, or related accruals for interest and penalties, or uncertain income tax positions under the accounting guidance at either December 31, 2010 or 2009.



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##### Table of Contents

Significant components of deferred tax (assets) and liabilities as of December 31, 2010 and 2009 are
as follows:



|                                      |  |      |        |   |      |   |        |  
|------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                      |  | 2010 |        |   | 2009 |  
|Deferred tax assets:                  |  |      |        |   |      |   |        |  
|Reserves not deducted for tax:        |  |      |        |   |      |   |        |  
|Allowances for uncollectible accounts |  | $    | (431   | ) |      | $ | (453   | )
|Legal reserves                        |  |      | (155   | ) |      |   | (151   | )
|Employee benefits                     |  |      | (570   | ) |      |   |       |  
|Insurance receivable                  |  |      | (616   | ) |      |   | (601   | )
|Tax credits                           |  |      | (822   | ) |      |   | (1,652 | )
|Inventories                           |  |      | (1,367 | ) |      |   | (1,459 | )
|Stock-based compensation              |  |      | (4,378 | ) |      |   | (3,551 | )
|Other                                 |  |      | (1,726 | ) |      |   | (2,289 | )
|Deferred tax liabilities:             |  |      |        |   |      |   |        |  
|Depreciation and amortization         |  |      | 7,244  |   |      |   | 8,266  |  
|Other                                 |  |      | 944    |   |      |   | 825    |  
|                                      |  |      |        |   |      |   |        |  
|Net deferred tax asset                |  | $    | (1,877 | ) |      | $ | (1,065 | )
|                                      |  |      |        |   |      |   |        |  

The reconciliation between income tax amounts at the statutory tax rate to income tax expense recorded on our consolidated
income statement is as follows:



|                                                    |  |      |       |   |      |   |         |  
|--------------------------------------------------- |  | ---- | ----- | - | ---- | - | ------- | -
|                                                    |  | 2010 |       |   | 2009 |  
|Income taxes (benefit) at federal statutory rate    |  | $    | 1,824 |   |      | $ | (24,868 | )
|Increase (decrease) in income taxes resulting from: |  |      |       |   |      |   |         |  
|Nondeductible goodwill impairments                  |  |      |      |   |      |   | 20,846  |  
|State tax benefit (net of federal tax effect)       |  |      | 81    |   |      |   | (393    | )
|Section 179 deduction                               |  |      | (179  | ) |      |   |        |  
|Change in state tax rates                           |  |      |      |   |      |   | (121    | )
|Tax credit                                          |  |      | (309  | ) |      |   |        |  
|Other                                               |  |      | 66    |   |      |   | 502     |  
|                                                    |  |      |       |   |      |   |         |  
|Income taxes                                        |  | $    | 1,483 |   |      | $ | (4,034  | )
|                                                    |  |      |       |   |      |   |         |  

We are subject to taxation in the U.S. and various states and foreign jurisdictions. We provide for U.S. deferred
taxes and foreign withholding tax on undistributed earnings not considered permanently reinvested in our non-U.S. subsidiaries. The Internal Revenue Service has completed reviews of our federal income tax returns through 2004 and is currently
reviewing our 2008 and 2009 federal income tax returns.

8.  COMMITMENTS AND CONTINGENCIES

Capital and Operating Leases

We lease certain of our buildings, machinery and equipment under lease agreements that expire at various dates over the next ten years. Rental expense under operating leases was $5,910 and $7,661 for 2010
and 2009, respectively. Minimum future lease payments under capital and operating leases, with non-cancelable initial lease terms in excess of one year as of December 31, 2010, were as follows:



|                                               |  |               |    |  |                 |   |        | 
|---------------------------------------------- |  | ------------- | -- |  | --------------- | - | ------ | 
|                                               |  | CapitalLeases |    |  | OperatingLeases |  
|2011                                           |  | $             | 7  |  |                 | $ | 6,450  | 
|2012                                           |  |               | 4  |  |                 |   | 6,377  | 
|2013                                           |  |               | 2  |  |                 |   | 5,072  | 
|2014                                           |  |               |   |  |                 |   | 3,998  | 
|2015                                           |  |               |   |  |                 |   | 3,436  | 
|After 2015                                     |  |               |   |  |                 |   | 8,065  | 
|                                               |  |               |    |  |                 |   |        | 
|Total                                          |  | $             | 13 |  |                 | $ | 33,398 | 
|                                               |  |               |    |  |                 |   |        | 
|Less: Amounts representing interest            |  |               | 1  |  |                 |   |        | 
|                                               |  |               |    |  |                 |   |        | 
|Present value of future minimum lease payments |  |               | 12 |  |                 |   |        | 
|Less: Current obligations under capital leases |  |               | 7  |  |                 |   |        | 
|                                               |  |               |    |  |                 |   |        | 
|Long-term obligations under capital leases     |  | $             | 5  |  |                 |   |        | 
|                                               |  |               |    |  |                 |   |        | 



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##### Table of Contents

We record our obligation under capital leases within debt in the accompanying consolidated balance sheets
(see Note 6). The gross amount of assets recorded under capital leases as of December 31, 2010 and 2009 was $885 and $875, respectively. Accumulated depreciation was $861 and $847 at December 31, 2010 and 2009, respectively. We depreciate
these assets over the shorter of their related lease terms or estimated useful lives.

Legal Matters

We are party to one environmental claim. The Leonard Chemical Company Superfund site consists of approximately 7.1 acres of land in an industrial
area located a half mile east of Catawba, York County, South Carolina. The Leonard Chemical Company operated this site until the early 1980s for recycling of waste solvents. These operations resulted in the contamination of soils and
groundwaters at the site with hazardous substances. In 1984, the U.S. Environmental Protection Agency (the EPA) listed this site on the National Priorities List. Riblet Products Corporation, with which the Company merged in
2000, was identified through documents as a company that sent solvents to the site for recycling and was one of the companies receiving a special notice letter from the EPA identifying it as a party potentially liable under the Comprehensive
Environmental Response, Compensation, and Liability Act (CERCLA).

In 2004, along with other potentially responsible
parties (PRPs), we entered into a joint and several Consent Decree with the EPA requiring the performance of a remedial design and remedial action (RD/RA) for this site. We have entered into a Site Participation
Agreement with the other PRPs for fulfillment of the requirements of the Consent Decree. Under the Site Participation Agreement, we are responsible for 9.19% share of the costs for the RD/RA. As of December 31, 2010 and 2009, we had a $400
accrual recorded for this liability.

Although no assurances are possible, we believe that our accruals related to the environmental
litigation and other claims are sufficient and that these items and our rights to available insurance and indemnity will be resolved without material adverse effect on our financial position, results of operations or cash flows.

9.  DERIVATIVES

We are
exposed to certain commodity price risks including fluctuations in the price of copper. We use exchange traded futures contracts to mitigate the potential impact of fluctuations in the price of copper. We calculate the fair value of futures
contracts quarterly based on the quoted market price for the same or similar financial instruments. These derivatives have been determined to be Level 1 under the fair value hierarchy due to available market prices. At December 31, 2010,
we had outstanding copper futures contracts, with an aggregate fair value of $(509), consisting of contracts to sell 875 pounds of copper in March 2011. At December 31, 2009, we had outstanding copper futures contracts, with an aggregate fair
value of $91, consisting of contracts to sell 625 pounds of copper in March 2010.

As our derivatives are part of a legally enforceable master
netting agreement, for purposes of presentation within our consolidated balance sheets, gross values are netted and classified within Prepaid expenses and other current assets or Accrued liabilities depending upon our aggregate net position at the
balance sheet date. At December 31, 2010, we had $1,249 cash collateral posted relative to our outstanding derivative positions. At December 31, 2009, we had $215 cash collateral posted relative to our outstanding derivative positions.



|                                                                   |  |                          |       |  |                                       |  |                    | 
|------------------------------------------------------------------ |  | ------------------------ | ----- |  | ------------------------------------- |  | ------------------ | 
|Derivatives Not Accounted for as Hedges Under the Accounting Rules |  | Loss Recognizedin
Income |       |  | Location of 
LossRecognized in Income | 
|Copper commodity contracts:                                        |  |                          |       |  |                                       |  |                    | 
|Twelve months ended December 31, 2010                              |  | $                        | 1,264 |  |                                       |  | Cost of goods sold | 
|Twelve months ended December 31, 2009                              |  |                          | 1,726 |  |                                       |  | Cost of goods sold | 

10.  EARNINGS PER SHARE

We compute earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for
common stock and participating securities. Our participating securities are our grants of time-based vesting restricted stock, as such awards contain non-forfeitable rights to dividends. Security



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##### Table of Contents

holders are not obligated to fund the Companys losses, and therefore participating securities are not allocated a portion of these losses in periods where a net loss is recorded. As of
December 31, 2010, there were 406 shares of time-based vesting restricted stock outstanding.

For the respective years ended
December 31, the impact of participating securities on net income allocated to common shareholders and the dilutive effect of share-based awards outstanding on weighted average shares outstanding was as follows:



|                                                               |  |                         |        |   |      |   |         |  
|-------------------------------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------- | -
|                                                               |  | Year Ended December 31, |       
|Components of Basic and Diluted Earnings (Loss) per Share      |  | 2010                    |        |   | 2009 |  
|Basic EPS Numerator:                                           |  |                         |        |   |      |   |         |  
|Net income (loss)                                              |  | $                       | 3,727  |   |      | $ | (67,019 | )
|Less: Earnings allocated to participating securities           |  |                         | (87    | ) |      |   |        |  
|Net income (loss) allocated to common shareholders             |  | $                       | 3,640  |   |      | $ | (67,019 | )
|                                                               |  |                         |        |   |      |   |         |  
|Basic EPS Denominator:                                         |  |                         |        |   |      |   |         |  
|Weighted average shares outstanding                            |  |                         | 16,925 |   |      |   | 16,809  |  
|Basic earnings (loss) per common share                         |  | $                       | 0.22   |   |      | $ | (3.99   | )
|Diluted EPS Numerator:                                         |  |                         |        |   |      |   |         |  
|Net income (loss)                                              |  | $                       | 3,727  |   |      | $ | (67,019 | )
|Less: Earnings allocated to participating securities           |  |                         | (87    | ) |      |   |        |  
|                                                               |  |                         |        |   |      |   |         |  
|Net income (loss) allocated to common shareholders             |  | $                       | 3,640  |   |      | $ | (67,019 | )
|                                                               |  |                         |        |   |      |   |         |  
|Diluted EPS Denominator:                                       |  |                         |        |   |      |   |         |  
|Weighted average shares outstanding                            |  |                         | 16,925 |   |      |   | 16,809  |  
|Dilutive common shares issuable upon exercise of stock options |  |                         | 66     |   |      |   |        |  
|                                                               |  |                         |        |   |      |   |         |  
|Diluted weighted average shares outstanding                    |  |                         | 16,991 |   |      |   | 16,809  |  
|                                                               |  |                         |        |   |      |   |         |  
|Diluted earnings (loss) per common share                       |  | $                       | 0.21   |   |      | $ | (3.99   | )

To the extent stock options and awards are
anti-dilutive, they are excluded from the calculation of diluted weighted average shares outstanding. Awards with respect to 1,121 and 1,671 common shares were not included in the computation of diluted earnings per share for 2010 and 2009,
respectively, because they were anti-dilutive.

11.  STOCK-BASED COMPENSATION

Stock-Based Compensation

The Company has a stock-based compensation plan for its directors, executives and certain key employees under which the grant of stock options and other share-based awards is authorized. In April 2008, an
amended and restated plan was approved by shareholders that, among other things, added stock appreciation rights, restricted or unvested stock, restricted stock units, performance shares, performance units and incentive performance bonuses as
available awards under the plan. Total stock-based compensation expense was $2,575 and $2,340 in 2010 and 2009, respectively. At December 31, 2010, there was $2,076 of total unrecognized compensation cost related to nonvested share-based
compensation arrangements that we expect will vest and be recognized over a weighted-average period of 1.8 years.

Stock Options

Option awards are granted with an exercise price equal to the market price of our common stock at the date of grant. The stock options we granted in 2010
have a ten-year life and vest over a four-year period in three equal installments beginning two years from the date of grant. The 2009 options, like all of our prior options grants, are exercisable over a three-year annual vesting period and expire
10 years from the date of grant. We utilize the fair value method in accounting for stock-compensation expense, estimating the fair value of options granted under our plan at each related grant date using a Black-Scholes option-pricing model.
We determine the value of all stock options using the simplified method, as prescribed in the accounting guidance, due to our lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term and due to
the limited



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##### Table of Contents

period of time our equity shares have been publicly traded. The following table sets forth information about the weighted-average fair value of options granted during 2010 and 2009, and the
weighted-average assumptions used for such grants:



|                                                |  |         |  |        
|----------------------------------------------- |  | ------- |  | -------
|                                                |  | 2010    |  | 2009   
|Fair value of options at grant date (per share) |  | $3.30   |  | $2.59  
|Dividend yield                                  |  | 0%      |  | 0%     
|Expected volatility                             |  | 88.5%   |  | 83%    
|Risk-free interest rate                         |  | 2.70%   |  | 1.96%  
|Expected term of options                        |  | 6 years |  | 6 years

We do not expect to pay
dividends in the foreseeable future and therefore used a zero-percent dividend yield in our estimates. The risk-free interest rate for the period matching the expected term of the option is based on the U.S. Treasury yield curve in effect at
the time of the grant. Given the limited history of our own common shares, the expected volatility factors above are based in part on average volatilities relative to a group of U.S. public companies which we believe are comparable to us.

Changes in stock options for 2010 were as follows:



|                                 |  |        |       |   |                                |   |       |                                            |  |  |                         |  |  |  |     | 
|-------------------------------- |  | ------ | ----- | - | ------------------------------ | - | ----- | ------------------------------------------ |  |  | ----------------------- |  |  |  | --- | 
|                                 |  | Shares |       |   | Weighted-AverageExercise
Price |   |       | Weighted-AverageRemaining
ContractualTerms |  |  | AggregateIntrinsicValue | 
|Outstanding on January 1, 2010   |  |        | 1,300 |   |                                | $ | 11.86 |                                            |  |  | 7.5                     |  |  |  |    | 
|Granted                          |  |        | 150   |   |                                |   | 4.42  |                                            |  |  | 9.2                     |  |  |  | 279 | 
|Exercised                        |  |        |      |   |                                |   |      |                                            |  |  |                         |  |  |  |     | 
|Forfeited or expired             |  |        | (42   | ) |                                |   | 13.00 |                                            |  |  | 6.2                     |  |  |  |    | 
|                                 |  |        |       |   |                                |   |       |                                            |  |  |                         |  |  |  |     | 
|Outstanding on December 31, 2010 |  |        | 1,408 |   |                                | $ | 11.03 |                                            |  |  | 6.8                     |  |  |  | 936 | 
|                                 |  |        |       |   |                                |   |       |                                            |  |  |                         |  |  |  |     | 
|At December 31, 2010:            |  |        |       |   |                                |   |       |                                            |  |  |                         |  |  |  |     | 
|Vested or expected to vest       |  |        | 1,372 |   |                                | $ | 11.21 |                                            |  |  | 6.8                     |  |  |  | 860 | 
|Exercisable                      |  |        | 96    |   |                                |   | 3.99  |                                            |  |  | 8.1                     |  |  |  | 219 | 

Intrinsic value for stock options is
defined as the difference between the current market value of the Companys common stock and the exercise price of the stock option. When the current market value is less than the exercise price, there is no aggregate intrinsic value. We have
no policy or plan to repurchase common shares to mitigate the dilutive impact of options.

Additional information regarding options
outstanding as of December 31, 2010 is as follows (options in thousands):



|                         |  |                    |     |  |                                |   |       |                                            |  |  |     | 
|------------------------ |  | ------------------ | --- |  | ------------------------------ | - | ----- | ------------------------------------------ |  |  | --- | 
|Range of Exercise Prices |  | OptionsOutstanding |     |  | Weighted-AverageExercise
Price |   |       | Weighted-AverageRemaining
ContractualTerms | 
|$3.39-$4.42              |  |                    | 437 |  |                                | $ | 4.14  |                                            |  |  | 8.5 | 
|$8.38-$11.39             |  |                    | 203 |  |                                | $ | 8.45  |                                            |  |  | 7.0 | 
|$15.00-$23.62            |  |                    | 768 |  |                                | $ | 15.63 |                                            |  |  | 5.8 | 

Stock Awards

In January 2010, the Company awarded restricted stock to members of its board of directors. In total, non-management board members
were awarded 166 unvested shares with an approximate aggregate fair value of $557. One-third of the shares vest on the first, second and third anniversary of the grant date. These awarded shares are participating securities which provide the
recipient with both voting rights and, to the extent dividends, if any, are paid by the Company, non-forfeitable dividend rights with respect to such shares. Additionally, in



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##### Table of Contents

March 2010, we awarded 775 performance shares to certain executives and key employees. Of the total performance shares awarded, 517 are convertible to stock, on a one-to-one basis, contingent
upon future stock price performance. If, at any time up to ten years after the date of grant, the Companys common stock attains three separate incrementally increasing stock price goals beginning with a price representing approximately 350% of
the average stock price on the date of grant, a portion of the awards will vest. Of the total 517 performance shares convertible to stock, 117, 200, and 200 awards will vest upon reaching the first, second and third stock price targets,
respectively. For accounting purposes, performance shares convertible to stock were measured on the grant date using a Monte Carlo model, with an assumption of 88.5% volatility, and a risk-free rate of 3.6%, resulting in an estimated aggregate fair
value of approximately $1,974, which is required to be amortized as non-cash stock compensation expense over the estimated derived service period (also estimated using a Monte Carlo model) of approximately 2.5 years.

Changes in nonvested shares for 2010 were as follows:



|                               |  |        |      |   |                                       |   |      | 
|------------------------------ |  | ------ | ---- | - | ------------------------------------- | - | ---- | 
|                               |  | Shares |      |   | Weighted-AverageGrant
-DateFair Value |  
|Nonvested at January 1, 2010   |  |        | 371  |   |                                       | $ | 4.52 | 
|Granted                        |  |        | 683  |   |                                       |   | 3.98 | 
|Vested                         |  |        | (131 | ) |                                       |   | 4.75 | 
|Forfeited                      |  |        |     |   |                                       |   |     | 
|                               |  |        |      |   |                                       |   |      | 
|Nonvested at December 31, 2010 |  |        | 923  |   |                                       | $ | 4.09 | 
|                               |  |        |      |   |                                       |   |      | 

The remaining 258 performance shares vest under the same terms as those performance awards to be settled in stock, but are
settled in cash rather than stock. Of the total 258 performance shares settled in cash, 58, 100, and 100 awards will vest upon reaching the first, second and third stock price targets, respectively. The estimated fair value of these cash-settled
shares is remeasured and the estimated service period is recalculated each balance sheet date using a Monte Carlo model (using the same criteria noted above updated for any necessary changes since the date of the initial grant) and recorded as a
liability. These awards had an estimated aggregate fair value of approximately $1,434 as of December 31, 2010, which will be recorded as stock compensation expense over the estimated derived service period (also estimated using a Monte Carlo
model), which was approximately 1.3 years as of December 31, 2010.

12.  RELATED PARTIES

We lease our corporate office facility from certain members of our Board of Directors and executive management, and we made rental payments of $330 and
$388 in 2010 and 2009, respectively. In addition, we lease three manufacturing facilities from an entity in which one of our executive officers has a substantial minority interest, and we paid a total of $1,176 and $1,069 in 2010 and 2009,
respectively.

Tax Matters Agreement

As part of our conversion from conducting business as an S corporation to a C corporation for federal and state income tax purposes in 2006, we entered into a tax matters agreement with our
then-existing S corporation shareholders (the Tax Matters Agreement) that provides for, among other things, the indemnification of these shareholders for any increase in their tax liability, including interest and penalties, and
reimbursement of their expenses (including attorneys fees) related to the period prior to our conversion to a C corporation.

In 2006,
the Internal Revenue Service (IRS) issued a Notice of Proposed Adjustment claiming that we were not entitled to tax deductions in connection with our then-existing practice involving the prepayment of certain management fees and our
payment of certain factoring costs to CCI Enterprises, Inc., our then-existing wholly-owned C corporation subsidiary. We settled this matter with the IRS in 2008 and as a result, under the above-noted Tax Matters Agreement, we are obligated to
indemnify our S corporation shareholders on record as of the effective date of the Tax Matters Agreement, for amounts owed as a result of the settlement. Throughout 2010,



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we made payments of $557 to settle this obligation. Amounts expensed for this matter have been classified in SG&A expenses in the accompanying consolidated statements of operations. As this
matter has been resolved, we have no accrual related to this matter as of December 31, 2010.

13.  BENEFIT PLANS

Employee Savings Plan

We provide defined contribution savings plans for employees meeting certain age and service requirements. In the past, we have made matching contributions for a portion of employee contributions to the
plans. Including such matching contributions, we recorded expenses totaling $952 and $300, related to these savings plans during 2010 and 2009, respectively. Early in 2009, we suspended our discretionary matching contributions to such plans for our
non-union participants. We reinstated our discretionary matching contributions effective January 1, 2010.

Riblet
Pension Plan

As a result of its merger with Riblet Products Corporation (Riblet) in 2000, the Company is responsible for a
defined-benefit pension plan of Riblet. The Riblet plan was frozen in 1990 and no additional benefits have been earned by plan participants since that time. A total of 85 former employees of Riblet currently receive or may be eligible to receive
future benefits under the plan.

Plan benefit costs and funded status

The components of net periodic benefit cost are as follows:



|                                         |  |                         |     |   |      |   |     |  
|---------------------------------------- |  | ----------------------- | --- | - | ---- | - | --- | -
|                                         |  | Year Ended December 31, |    
|Components of Net Periodic Benefit Cost: |  | 2010                    |     |   | 2009 |  
|Service Cost                             |  |                         | N/A |   |      |   | N/A |  
|Interest cost                            |  | $                       | 58  |   |      | $ | 65  |  
|Expected return on plan assets           |  |                         | (79 | ) |      |   | (37 | )
|Recognized net actuarial loss            |  |                         | (12 | ) |      |   |    |  
|                                         |  |                         |     |   |      |   |     |  
|Net periodic benefit cost                |  | $                       | (33 | ) |      | $ | 28  |  
|                                         |  |                         |     |   |      |   |     |  

The following table shows changes in the benefit obligation, plan assets and funded status of the Riblet pension plan:



|                              |  |              |       |   |      |   |       |  
|----------------------------- |  | ------------ | ----- | - | ---- | - | ----- | -
|                              |  | December 31, |      
|                              |  | 2010         |       |   | 2009 |  
|Change in benefit obligation: |  |              |       |   |      |   |       |  
|Beginning balance             |  | $            | 1,261 |   |      | $ | 1,190 |  
|Interest cost                 |  |              | 58    |   |      |   | 65    |  
|Actuarial (gain) loss         |  |              | (138  | ) |      |   | 82    |  
|Benefits paid                 |  |              | (70   | ) |      |   | (76   | )
|                              |  |              |       |   |      |   |       |  
|Ending balance                |  | $            | 1,111 |   |      | $ | 1,261 |  
|                              |  |              |       |   |      |   |       |  
|Change in plan assets:        |  |              |       |   |      |   |       |  
|Beginning balance             |  | $            | 1,490 |   |      | $ | 267   |  
|Actual return on plan assets  |  |              | 207   |   |      |   | 332   |  
|Employer contribution         |  |              |      |   |      |   | 968   |  
|Benefits paid                 |  |              | (70   | ) |      |   | (77   | )
|                              |  |              |       |   |      |   |       |  
|Ending balance                |  | $            | 1,627 |   |      | $ | 1,490 |  
|                              |  |              |       |   |      |   |       |  
|Funded status:                |  | $            | 516   |   |      | $ | 229   |  
|                              |  |              |       |   |      |   |       |  



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Amounts recognized in Other Comprehensive Income (Loss) for the periods presented and in Accumulated Other
Comprehensive Loss at December 31, are as follows:



|                                                                               |  |                         |     |  |      |   |     | 
|------------------------------------------------------------------------------ |  | ----------------------- | --- |  | ---- | - | --- | 
|                                                                               |  | Year Ended December 31, |    
|                                                                               |  | 2010                    |     |  | 2009 |  
|Other comprehensive income, net of tax provisions of $94 and $81, respectively |  | $                       | 148 |  |      | $ | 132 | 

Assumptions

Weighted average assumptions used to determine the Riblet pension plan obligation:



|                               |  |              |      |   |      |  |      |  
|------------------------------ |  | ------------ | ---- | - | ---- |  | ---- | -
|                               |  | December 31, |     
|                               |  | 2010         |      |   | 2009 | 
|Discount rate                  |  |              | 5.05 | % |      |  | 5.50 | %
|Rate of compensation increases |  |              | N/A  |   |      |  | N/A  |  

Weighted average assumptions used to
determine net cost for years ended are as follows:



|                               |  |              |      |   |      |  |      |  
|------------------------------ |  | ------------ | ---- | - | ---- |  | ---- | -
|                               |  | December 31, |     
|                               |  | 2010         |      |   | 2009 | 
|Discount rate                  |  |              | 5.50 | % |      |  | 5.72 | %
|Expected return on plan assets |  |              | 5.50 | % |      |  | 5.72 | %
|Rate of compensation increase  |  |              | N/A  |   |      |  | N/A  |  

The discount rate is determined based
on examination of long-term corporate bond yields and expectations of yields over the foreseeable future. The expected return on plan assets is based principally on the asset allocation and the historic returns for the plans asset classes
determined from both actual returns and the long-term market returns for those assets.

Plan Assets

The plans overall investment objective is to provide a long-term return that, along with Company contributions, is expected to meet future benefit
payment requirements. A long-term horizon has been adopted in establishing investment policy such that the likelihood and duration of investment losses are carefully weighed against the long-term potential for appreciation of assets. The plans
investment policy requires investments to be diversified across individual securities, industries, market capitalization, and valuation characteristics.

Plan assets were invested in the following classes of securities (none of which were securities of the Company):



|                            |  |              |     |   |      |  |     |  
|--------------------------- |  | ------------ | --- | - | ---- |  | --- | -
|                            |  | December 31, |    
|                            |  | 2010         |     |   | 2009 | 
|Plan Asset Composition:     |  |              |     |   |      |  |     |  
|Cash and other mutual funds |  |              | 11  | % |      |  | 12  | %
|Equity securities           |  |              | 37  | % |      |  | 44  | %
|Fixed-income securities     |  |              | 52  | % |      |  | 44  | %
|                            |  |              |     |   |      |  |     |  
|Total                       |  |              | 100 | % |      |  | 100 | %
|                            |  |              |     |   |      |  |     |  

The plans target allocation is determined by taking into consideration the amounts and timing of projected
liabilities, our funding policies and expected returns on various asset classes. At December 31, 2010, the plans target asset allocation was 35% equity, 55% fixed income, and 10% cash and other, which is comprised of real estate and other
mutual fund investment strategies. To develop the expected long-term rate of return on assets assumption, we considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of
the pension portfolio.



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The table below presents the Riblet pension plan assets using the fair value hierarchy as of
December 31, 2010. The plans investments are held in the form of cash, group fixed and variable deferred annuities, real estate, and other investments.



|                            |  |       |       |  |         |   |    |         |  |   |         |  |  |   |   | 
|--------------------------- |  | ----- | ----- |  | ------- | - | -- | ------- |  | - | ------- |  |  | - | - | 
|                            |  | Total |       |  | Level 1 |   |    | Level 2 |  |   | Level 3 | 
|Cash and other mutual funds |  | $     | 173   |  |         | $ | 25 |         |  | $ | 148     |  |  | $ |  | 
|Equity securities           |  |       | 611   |  |         |   |   |         |  |   | 611     |  |  |   |  | 
|Fixed-income securities     |  |       | 843   |  |         |   |   |         |  |   | 843     |  |  |   |  | 
|                            |  |       |       |  |         |   |    |         |  |   |         |  |  |   |   | 
|Total                       |  | $     | 1,627 |  |         | $ | 25 |         |  | $ | 1,602   |  |  | $ |  | 
|                            |  |       |       |  |         |   |    |         |  |   |         |  |  |   |   | 

The investments classified as Level 1 under the hierarchy, which means their fair values are based on quoted prices in
active markets, consist entirely of cash investments. All investments classified as Level 2 under the hierarchy, which means their fair values are estimated or calculated based on observable inputs for the asset or liability either directly or
indirectly, are held in the form of group fixed and variable deferred annuities invested in a series of fixed-income, real estate, commodity-based, and equity-related mutual funds.

Information regarding expected future cash flows for the Riblet pension plan is as follows:



|                                 |  |   |     | 
|-------------------------------- |  | - | --- | 
|Pension Benefits:                |  |   |     | 
|Expected employer contributions: |  |   |     | 
|Fiscal 2011                      |  | $ |    | 
|Expected benefit payments:       |  |   |     | 
|Fiscal 2011                      |  | $ | 102 | 
|Fiscal 2012                      |  |   | 98  | 
|Fiscal 2013                      |  |   | 97  | 
|Fiscal 2014                      |  |   | 95  | 
|Fiscal 2015                      |  |   | 97  | 
|Fiscal 2016-2020                 |  |   | 425 | 
|                                 |  |   |     | 
|Total benefit payments           |  | $ | 914 | 
|                                 |  |   |     | 

14.  FAIR VALUE DISCLOSURE

Accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants
would use based upon market data obtained from independent sources or reflect our own assumptions of market participant valuation. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 Inputs  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
reporting entity has the ability to access at the measurement date.

Level 2 Inputs  Level 2 inputs are inputs other than
quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3
Inputs  Level 3 inputs are unobservable inputs for the asset or liability.

As of the periods ending December 31, 2010 and
December 31, 2009, we utilized Level 1 inputs to determine the fair value of cash and cash equivalents, derivatives, and equity securities. There were no transfers of assets between levels for year ended December 31, 2010.

We classify cash on hand and deposits in banks, including money market accounts, commercial paper, and other investments with an original maturity of
three months or less, that we hold from time to time, as cash and cash equivalents. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations.



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##### Table of Contents

Financial assets measured at fair value on a recurring basis are summarized below:



|                                     |  |                        |        |  |                   |   |   |         |  |   |            |  |  |         |        |  |         |   |       |         |  |   |            |  |  |   |   |  |  |   |       | 
|------------------------------------ |  | ---------------------- | ------ |  | ----------------- | - | - | ------- |  | - | ---------- |  |  | ------- | ------ |  | ------- | - | ----- | ------- |  | - | ---------- |  |  | - | - |  |  | - | ----- | 
|                                     |  | Fair Value Measurement |       
|                                     |  | December 31, 2010      |        |  | December 31, 2009 |  
|                                     |  | Level 1                |        |  | Level 2           |   |   | Level 3 |  |   | Fair Value |  |  | Level 1 |        |  | Level 2 |   |       | Level 3 |  |   | Fair Value | 
|Assets:                              |  |                        |        |  |                   |   |   |         |  |   |            |  |  |         |        |  |         |   |       |         |  |   |            |  |  |   |   |  |  |   |       | 
|Cash & Cash Equivalents              |  | $                      | 33,454 |  |                   | $ |  |         |  | $ |           |  |  | $       | 33,454 |  |         | $ | 7,599 |         |  | $ |           |  |  | $ |  |  |  | $ | 7,599 | 
|Derivative Assets, Net of Collateral |  |                        | 740    |  |                   |   |  |         |  |   |           |  |  |         | 740    |  |         |   | 91    |         |  |   |           |  |  |   |  |  |  |   | 91    | 
|Available for Sale Securities        |  |                        | 1,243  |  |                   |   |  |         |  |   |           |  |  |         | 1,243  |  |         |   |      |         |  |   |           |  |  |   |  |  |  |   |      | 
|                                     |  |                        |        |  |                   |   |   |         |  |   |            |  |  |         |        |  |         |   |       |         |  |   |            |  |  |   |   |  |  |   |       | 
|Total                                |  | $                      | 35,437 |  |                   | $ |  |         |  | $ |           |  |  | $       | 35,437 |  |         | $ | 7,690 |         |  | $ |           |  |  | $ |  |  |  | $ | 7,690 | 
|                                     |  |                        |        |  |                   |   |   |         |  |   |            |  |  |         |        |  |         |   |       |         |  |   |            |  |  |   |   |  |  |   |       | 

15.  BUSINESS SEGMENT INFORMATION

We currently have two reportable business segments: (1) Distribution, and (2) OEM. These reportable segment classifications are based on an aggregation of customer groupings and distribution
channels reflective of the manner in which our chief operating decision maker, the chief executive officer, evaluates the Companys results. Our Distribution segment serves our customers in distribution businesses, who are resellers of our
products, while our OEM segment serves our OEM customers, who generally purchase more tailored products from us which are in turn used as inputs into subassemblies of manufactured finished goods.

We have aggregated our operating segments, as set forth in the table below, into the above-noted reportable business segments in accordance with the
applicable criteria set forth in the relevant accounting rules. Our operating segments have common production processes and manufacturing facilities. Accordingly, we do not identify our net assets to our operating segments. Thus, we do not report
capital expenditures at the segment level. Additionally, depreciation expense is not allocated to our segments but is included in our manufacturing overhead cost pools and is absorbed into product cost (and inventory) as each product passes through
our manufacturing work centers. Accordingly, as products are sold across multiple segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each operating segment.

Revenues by business segment represent sales to unaffiliated customers and no one customer or group of customers under common control accounted for more
than 10% of consolidated net sales. No sales were made among reportable segments for the periods ended December 31, 2010 and December 31, 2009.



|                            |  |                                                                                                                                                                   |  |                                                                                                |  |                                                                                                                            
|--------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|End Markets                 |  | Principal Products                                                                                                                                                |  | Applications                                                                                   |  | Customers                                                                                                                  
|Distribution Segment        |  |                                                                                                                                                                   |  |                                                                                                |  |                                                                                                                            
|                            |  |                                                                                                                                                                   | 
|Retail 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 retailers
|                            |  |                                                                                                                                                                   | 
|Electrical Distribution     |  | Industrial power, electronic and communication cables, low voltage wire and assembled products                                                                    |  | Construction and industrial MRO applications                                                   |  | Buying groups, national chains and independent distributors                                                                
|                            |  |                                                                                                                                                                   | 
|Wire and Cable Distribution |  | Industrial power, electronic and communication cables and low voltage wire                                                                                        |  | Construction and industrial MRO applications                                                   |  | Independent distributors                                                                                                   
|                            |  |                                                                                                                                                                   | 
|Industrial 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 houses     
|                            |  |                                                                                                                                                                   | 
|                            |  | 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 distributors                                                          
|                            |  |                                                                                                                                                                   | 
|OEM Segment                 |  |                                                                                                                                                                   |  |                                                                                                |  |                                                                                                                            
|OEM                         |  | Custom cables and specialty copper products                                                                                                                       |  | Various applications across various OEM businesses                                             |  | OEMs                                                                                                                       



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##### Table of Contents

Segment operating income represents income from continuing operations before interest income or expense,
other income or expense, and income taxes. Corporate consists of items not charged or allocated to the segments, including costs for employee relocation, discretionary bonuses, professional fees, restructuring expenses, asset impairments and
intangible amortization. The Companys segments have common production processes, and manufacturing and distribution capacity. Accordingly, we do not identify net assets to our segments. The accounting policies of the segments are the same as
those described in Note 1.

Financial data for our business segments are as follows:



|                                     |  |                         |         |   |      |   |         |  
|------------------------------------ |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                     |  | Year Ended December 31, |        
|                                     |  | 2010                    |         |   | 2009 |  
|                                     |  | (In thousands)          |        
|Net sales:                           |  |                         |         |   |      |   |         |  
|Distribution                         |  | $                       | 525,274 |   |      | $ | 390,911 |  
|OEM                                  |  |                         | 178,489 |   |      |   | 113,241 |  
|                                     |  |                         |         |   |      |   |         |  
|Total                                |  | $                       | 703,763 |   |      | $ | 504,152 |  
|                                     |  |                         |         |   |      |   |         |  
|Operating income (loss):             |  |                         |         |   |      |   |         |  
|Distribution                         |  | $                       | 47,834  |   |      | $ | 36,666  |  
|OEM                                  |  |                         | 13,089  |   |      |   | 7,074   |  
|                                     |  |                         |         |   |      |   |         |  
|Total                                |  |                         | 60,923  |   |      |   | 43,740  |  
|Corporate                            |  |                         | (19,941 | ) |      |   | (93,950 | )
|                                     |  |                         |         |   |      |   |         |  
|Consolidated operating income (loss) |  | $                       | 40,982  |   |      | $ | (50,210 | )
|                                     |  |                         |         |   |      |   |         |  

Net sales to external customers by our product groups are as follows:



|                                  |  |                         |         |  |      |   |         | 
|--------------------------------- |  | ----------------------- | ------- |  | ---- | - | ------- | 
|                                  |  | Year Ended December 31, |        
|Net Sales by Groups of Products   |  | 2010                    |         |  | 2009 |  
|Industrial Wire and Cable         |  | $                       | 328,405 |  |      | $ | 187,671 | 
|Assembled Wire and Cable Products |  |                         | 196,523 |  |      |   | 167,734 | 
|Electronic Wire                   |  |                         | 154,825 |  |      |   | 133,090 | 
|Fabricated Bare Wire              |  |                         | 24,010  |  |      |   | 15,657  | 
|                                  |  |                         |         |  |      |   |         | 
|Total                             |  | $                       | 703,763 |  |      | $ | 504,152 | 
|                                  |  |                         |         |  |      |   |         | 

In 2010 and 2009, our consolidated net sales included a total of $47,673 and $36,550, respectively, of net sales in Canada.
In addition, we had a total of approximately $261 and $394 in tangible long-lived assets in Canada at December 31, 2010 and 2009, respectively. In addition, we did not have any significant sales outside of the U.S. and Canada in 2010 or
2009.

16.  SUPPLEMENTAL GUARANTOR INFORMATION

The 2018 Senior Notes and the Revolving Credit Facility are instruments of the parent, and are reflected in their respective balance sheets. Our payment obligations under the 2018 Senior Notes and the
Revolving Credit Facility (see Note 6) are guaranteed by our 100% owned subsidiary, CCI International, Inc. (Guarantor Subsidiary). Such guarantees are full, unconditional and joint and several. The following supplemental
financial information sets forth, on a combined basis, balance sheets, statements of income and statements of cash flows for Coleman Cable, Inc. (Parent) and the Companys Guarantor Subsidiary  CCI International, Inc. which is 100% owned
by the Parent. The consolidating financial statements have been prepared on the same basis as the consolidated financial statements of Coleman Cable, Inc. The equity method of accounting is followed within these financials.



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CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010



|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |         |   |  |   |         |  
|-------------------------------------------- |  | ------ | ------- | - | ------------------- | - | - | ------------------------ |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                             |  | Parent |         |   | GuarantorSubsidiary |   |   | Non 
GuarantorSubsidiary |  |   | Eliminations |   |  | Total |        
|Net sales                                    |  | $      | 667,273 |   |                     | $ |  |                          |  | $ | 47,673       |   |  | $     | (11,183 | ) |  | $ | 703,763 |  
|Cost of goods sold                           |  |        | 579,548 |   |                     |   |  |                          |  |   | 38,369       |   |  |       | (11,183 | ) |  |   | 606,734 |  
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Gross profit                                 |  |        | 87,725  |   |                     |   |  |                          |  |   | 9,304        |   |  |       |        |   |  |   | 97,029  |  
|Selling, general and administrative expenses |  |        | 41,557  |   |                     |   |  |                          |  |   | 5,387        |   |  |       |        |   |  |   | 46,944  |  
|Intangible amortization                      |  |        | 6,783   |   |                     |   |  |                          |  |   | 43           |   |  |       |        |   |  |   | 6,826   |  
|Asset impairments                            |  |        | 324     |   |                     |   |  |                          |  |   |             |   |  |       |        |   |  |   | 324     |  
|Restructuring charges                        |  |        | 1,953   |   |                     |   |  |                          |  |   |             |   |  |       |        |   |  |   | 1,953   |  
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Operating income                             |  |        | 37,108  |   |                     |   |  |                          |  |   | 3,874        |   |  |       |        |   |  |   | 40,982  |  
|Interest expense                             |  |        | 27,202  |   |                     |   |  |                          |  |   | 234          |   |  |       |        |   |  |   | 27,436  |  
|Loss on extinguishment of debt               |  |        | 8,566   |   |                     |   |  |                          |  |   |             |   |  |       |        |   |  |   | 8,566   |  
|Other income                                 |  |        | (1      | ) |                     |   |  |                          |  |   | (229         | ) |  |       |        |   |  |   | (230    | )
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Income before income taxes                   |  |        | 1,341   |   |                     |   |  |                          |  |   | 3,869        |   |  |       |        |   |  |   | 5,210   |  
|Income from subsidiaries                     |  |        | 2,646   |   |                     |   |  |                          |  |   |             |   |  |       | (2,646  | ) |  |   |        |  
|Income tax expense                           |  |        | 260     |   |                     |   |  |                          |  |   | 1,223        |   |  |       |        |   |  |   | 1,483   |  
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Net income                                   |  | $      | 3,727   |   |                     | $ |  |                          |  | $ | 2,646        |   |  | $     | (2,646  | ) |  | $ | 3,727   |  
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |         |   |  |   |         |  

CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009



|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |        |   |  |   |         |  
|-------------------------------------------- |  | ------ | ------- | - | ------------------- | - | - | ------------------------ |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                             |  | Parent |         |   | GuarantorSubsidiary |   |   | Non 
GuarantorSubsidiary |  |   | Eliminations |   |  | Total |       
|Net sales                                    |  | $      | 467,602 |   |                     | $ |  |                          |  | $ | 36,550       |   |  | $     |       |   |  | $ | 504,152 |  
|Cost of goods sold                           |  |        | 400,575 |   |                     |   |  |                          |  |   | 27,910       |   |  |       |       |   |  |   | 428,485 |  
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |        |   |  |   |         |  
|Gross profit                                 |  |        | 67,027  |   |                     |   |  |                          |  |   | 8,640        |   |  |       |       |   |  |   | 75,667  |  
|Selling, general and administrative expenses |  |        | 36,315  |   |                     |   |  |                          |  |   | 4,506        |   |  |       |       |   |  |   | 40,821  |  
|Intangible amortization                      |  |        | 8,724   |   |                     |   |  |                          |  |   | 103          |   |  |       |       |   |  |   | 8,827   |  
|Asset impairments                            |  |        | 70,761  |   |                     |   |  |                          |  |   |             |   |  |       |       |   |  |   | 70,761  |  
|Restructuring charges                        |  |        | 5,405   |   |                     |   |  |                          |  |   | 63           |   |  |       |       |   |  |   | 5,468   |  
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |        |   |  |   |         |  
|Operating income (loss)                      |  |        | (54,178 | ) |                     |   |  |                          |  |   | 3,968        |   |  |       |       |   |  |   | (50,210 | )
|Interest expense                             |  |        | 25,004  |   |                     |   |  |                          |  |   | 319          |   |  |       |       |   |  |   | 25,323  |  
|Gain on repurchase of Senior Notes           |  |        | (3,285  | ) |                     |   |  |                          |  |   |             |   |  |       |       |   |  |   | (3,285  | )
|Other income                                 |  |        | (3      | ) |                     |   |  |                          |  |   | (1,192       | ) |  |       |       |   |  |   | (1,195  | )
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) before income taxes            |  |        | (75,894 | ) |                     |   |  |                          |  |   | 4,841        |   |  |       |       |   |  |   | (71,053 | )
|Income from subsidiaries                     |  |        | 2,887   |   |                     |   |  |                          |  |   |             |   |  |       | (2,887 | ) |  |   |        |  
|Income tax expense (benefit)                 |  |        | (5,988  | ) |                     |   |  |                          |  |   | 1,954        |   |  |       |       |   |  |   | (4,034  | )
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                            |  | $      | (67,019 | ) |                     | $ |  |                          |  | $ | 2,887        |   |  | $     | (2,887 | ) |  | $ | (67,019 | )
|                                             |  |        |         |   |                     |   |   |                          |  |   |              |   |  |       |        |   |  |   |         |  



F-28



---

##### Table of Contents

CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2010



|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------- |  | ------ | ------- | - | ------------------- | - | -- | ------------------------ |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                          |  | Parent |         |   | GuarantorSubsidiary |   |    | Non 
GuarantorSubsidiary |  |   | Eliminations |   |  | Total |        
|ASSETS                                    |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|CURRENT ASSETS:                           |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Cash and cash equivalents                 |  | $      | 30,493  |   |                     | $ | 77 |                          |  | $ | 2,884        |   |  | $     |        |   |  | $ | 33,454  |  
|Accounts receivable, net of allowances    |  |        | 100,285 |   |                     |   |   |                          |  |   | 10,489       |   |  |       |        |   |  |   | 110,774 |  
|Intercompany receivable                   |  |        | 2,188   |   |                     |   |   |                          |  |   |             |   |  |       | (2,188  | ) |  |   |        |  
|Inventories                               |  |        | 75,001  |   |                     |   |   |                          |  |   | 6,129        |   |  |       |        |   |  |   | 81,130  |  
|Deferred income taxes                     |  |        | 3,008   |   |                     |   |   |                          |  |   | 163          |   |  |       |        |   |  |   | 3,171   |  
|Assets held for sale                      |  |        | 546     |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 546     |  
|Prepaid expenses and other current assets |  |        | 8,340   |   |                     |   | 1  |                          |  |   | 778          |   |  |       | (5,358  | ) |  |   | 3,761   |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Total current assets                      |  |        | 219,861 |   |                     |   | 78 |                          |  |   | 20,443       |   |  |       | (7,546  | ) |  |   | 232,836 |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|PROPERTY, PLANT AND EQUIPMENT, NET        |  |        | 45,470  |   |                     |   |   |                          |  |   | 261          |   |  |       |        |   |  |   | 45,731  |  
|GOODWILL                                  |  |        | 27,598  |   |                     |   |   |                          |  |   | 1,536        |   |  |       |        |   |  |   | 29,134  |  
|INTANGIBLE ASSETS                         |  |        | 23,657  |   |                     |   |   |                          |  |   | 107          |   |  |       |        |   |  |   | 23,764  |  
|DEFERRED INCOME TAXES                     |  |        |        |   |                     |   |   |                          |  |   | 301          |   |  |       |        |   |  |   | 301     |  
|OTHER ASSETS                              |  |        | 9,345   |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 9,345   |  
|INVESTMENT IN SUBSIDIARIES                |  |        | 9,538   |   |                     |   |   |                          |  |   |             |   |  |       | (9,538  | ) |  |   |        |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|TOTAL ASSETS                              |  | $      | 335,469 |   |                     | $ | 78 |                          |  | $ | 22,648       |   |  | $     | (17,084 | ) |  | $ | 341,111 |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY      |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|CURRENT LIABILITIES:                      |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Current portion of long-term debt         |  | $      | 7       |   |                     | $ |   |                          |  | $ |             |   |  | $     |        |   |  | $ | 7       |  
|Accounts payable                          |  |        | 19,075  |   |                     |   |   |                          |  |   | 2,941        |   |  |       |        |   |  |   | 22,016  |  
|Intercompany payable                      |  |        |         |   |                     |   | 73 |                          |  |   | 2,115        |   |  |       | (2,188  | ) |  |   |        |  
|Accrued liabilities                       |  |        | 27,492  |   |                     |   | 5  |                          |  |   | 2,696        |   |  |       |        |   |  |   | 30,193  |  
|Other liabilities                         |  |        |        |   |                     |   |   |                          |  |   | 5,358        |   |  |       | (5,358  | ) |  |   |        |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Total current liabilities                 |  |        | 46,574  |   |                     |   | 78 |                          |  |   | 13,110       |   |  |       | (7,546  | ) |  |   | 52,216  |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|LONG-TERM DEBT                            |  |        | 271,820 |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 271,820 |  
|OTHER LONG-TERM LIABILITIES               |  |        | 4,258   |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 4,258   |  
|DEFERRED INCOME TAXES                     |  |        | 1,595   |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 1,595   |  
|Common stock                              |  |        | 17      |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 17      |  
|Additional paid in capital                |  |        | 90,483  |   |                     |   |   |                          |  |   | 1,000        |   |  |       | (1,000  | ) |  |   | 90,483  |  
|Retained earnings (accumulated deficit)   |  |        | (79,260 | ) |                     |   |   |                          |  |   | 8,572        |   |  |       | (8,572  | ) |  |   | (79,260 | )
|Accumulated other comprehensive loss      |  |        | (18     | ) |                     |   |   |                          |  |   | (34          | ) |  |       | 34      |   |  |   | (18     | )
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Total shareholders equity                |  |        | 11,222  |   |                     |   |   |                          |  |   | 9,538        |   |  |       | (9,538  | ) |  |   | 11,222  |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|TOTAL LIABILITIES AND EQUITY              |  | $      | 335,469 |   |                     | $ | 78 |                          |  | $ | 22,648       |   |  | $     | (17,084 | ) |  | $ | 341,111 |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  



F-29



---

##### Table of Contents

CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2009



|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|----------------------------------------- |  | ------ | ------- | - | ------------------- | - | -- | ------------------------ |  | - | ------------ | - |  | ----- | ------- | - |  | - | ------- | -
|                                          |  | Parent |         |   | GuarantorSubsidiary |   |    | Non 
GuarantorSubsidiary |  |   | Eliminations |   |  | Total |        
|ASSETS                                    |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|CURRENT ASSETS:                           |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Cash and cash equivalents                 |  | $      | 4,018   |   |                     | $ | 57 |                          |  | $ | 3,524        |   |  | $     |        |   |  | $ | 7,599   |  
|Accounts receivable, net of allowances    |  |        | 78,904  |   |                     |   |   |                          |  |   | 7,489        |   |  |       |        |   |  |   | 86,393  |  
|Intercompany receivable                   |  |        | 2,674   |   |                     |   |   |                          |  |   |             |   |  |       | (2,674  | ) |  |   |        |  
|Inventories                               |  |        | 61,277  |   |                     |   |   |                          |  |   | 4,945        |   |  |       |        |   |  |   | 66,222  |  
|Deferred income taxes                     |  |        | 2,770   |   |                     |   |   |                          |  |   | 359          |   |  |       |        |   |  |   | 3,129   |  
|Assets held for sale                      |  |        | 3,624   |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 3,624   |  
|Prepaid expenses and other current assets |  |        | 4,499   |   |                     |   | 12 |                          |  |   | 1,448        |   |  |       |        |   |  |   | 5,959   |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Total current assets                      |  |        | 157,766 |   |                     |   | 69 |                          |  |   | 17,765       |   |  |       | (2,674  | ) |  |   | 172,926 |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|PROPERTY, PLANT AND EQUIPMENT, NET        |  |        | 50,272  |   |                     |   |   |                          |  |   | 394          |   |  |       |        |   |  |   | 50,666  |  
|GOODWILL                                  |  |        | 27,598  |   |                     |   |   |                          |  |   | 1,466        |   |  |       |        |   |  |   | 29,064  |  
|INTANGIBLE ASSETS                         |  |        | 30,440  |   |                     |   |   |                          |  |   | 144          |   |  |       |        |   |  |   | 30,584  |  
|DEFERRED INCOME TAXES                     |  |        |        |   |                     |   |   |                          |  |   | 434          |   |  |       |        |   |  |   | 434     |  
|OTHER ASSETS                              |  |        | 10,785  |   |                     |   |   |                          |  |   | 6            |   |  |       | (4,358  | ) |  |   | 6,433   |  
|INVESTMENT IN SUBSIDIARIES                |  |        | 6,581   |   |                     |   |   |                          |  |   |             |   |  |       | (6,581  | ) |  |   |        |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|TOTAL ASSETS                              |  | $      | 283,442 |   |                     | $ | 69 |                          |  | $ | 20,209       |   |  | $     | (13,613 | ) |  | $ | 290,107 |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY      |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|CURRENT LIABILITIES:                      |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Current portion of long-term debt         |  | $      | 14      |   |                     | $ |   |                          |  | $ |             |   |  | $     |        |   |  | $ | 14      |  
|Accounts payable                          |  |        | 15,106  |   |                     |   |   |                          |  |   | 2,587        |   |  |       |        |   |  |   | 17,693  |  
|Intercompany payable                      |  |        |         |   |                     |   | 56 |                          |  |   | 2,618        |   |  |       | (2,674  | ) |  |   |        |  
|Accrued liabilities                       |  |        | 19,988  |   |                     |   | 13 |                          |  |   | 3,979        |   |  |       |        |   |  |   | 23,980  |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Total current liabilities                 |  |        | 35,108  |   |                     |   | 69 |                          |  |   | 9,184        |   |  |       | (2,674  | ) |  |   | 41,687  |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|LONG-TERM DEBT                            |  |        | 236,839 |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 236,839 |  
|OTHER LONG-TERM LIABILITIES               |  |        | 3,823   |   |                     |   |   |                          |  |   | 4,358        |   |  |       | (4,358  | ) |  |   | 3,823   |  
|DEFERRED INCOME TAXES                     |  |        | 2,412   |   |                     |   |   |                          |  |   | 86           |   |  |       |        |   |  |   | 2,498   |  
|Common stock                              |  |        | 17      |   |                     |   |   |                          |  |   |             |   |  |       |        |   |  |   | 17      |  
|Additional paid in capital                |  |        | 88,475  |   |                     |   |   |                          |  |   | 1,000        |   |  |       | (1,000  | ) |  |   | 88,475  |  
|Retained earnings (accumulated deficit)   |  |        | (82,987 | ) |                     |   |   |                          |  |   | 5,926        |   |  |       | (5,926  | ) |  |   | (82,987 | )
|Accumulated other comprehensive loss      |  |        | (245    | ) |                     |   |   |                          |  |   | (345         | ) |  |       | 345     |   |  |   | (245    | )
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|Total shareholders equity                |  |        | 5,260   |   |                     |   |   |                          |  |   | 6,581        |   |  |       | (6,581  | ) |  |   | 5,260   |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  
|TOTAL LIABILITIES AND EQUITY              |  | $      | 283,442 |   |                     | $ | 69 |                          |  | $ | 20,209       |   |  | $     | (13,613 | ) |  | $ | 290,107 |  
|                                          |  |        |         |   |                     |   |    |                          |  |   |              |   |  |       |         |   |  |   |         |  



F-30



---

##### Table of Contents

CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010



|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|------------------------------------------------------------------------------- |  | ------ | -------- | - | ------------------- | - | -- | ----------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | -------- | -
|                                                                                |  | Parent |          |   | GuarantorSubsidiary |   |    | Non-GuarantorSubsidiary |  |   | Eliminations |   |  | Total |       
|CASH FLOW FROM OPERATING ACTIVITIES:                                            |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net income                                                                      |  | $      | 3,727    |   |                     | $ |   |                         |  | $ | 2,646        |   |  | $     | (2,646 | ) |  | $ | 3,727    |  
|Adjustments to reconcile net income to net cash flow from operating activities: |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Depreciation and amortization                                                   |  |        | 19,886   |   |                     |   |   |                         |  |   | 191          |   |  |       |       |   |  |   | 20,077   |  
|Stock-based compensation                                                        |  |        | 2,575    |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 2,575    |  
|Foreign currency transaction gain                                               |  |        | (1       | ) |                     |   |   |                         |  |   | (229         | ) |  |       |       |   |  |   | (230     | )
|Loss on extinguishment of Senior Notes                                          |  |        | 8,566    |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 8,566    |  
|Asset impairments                                                               |  |        | 324      |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 324      |  
|Deferred tax                                                                    |  |        | (1,029   | ) |                     |   |   |                         |  |   | 115          |   |  |       |       |   |  |   | (914     | )
|Loss on disposal of fixed assets                                                |  |        | 608      |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 608      |  
|Equity in consolidated subsidiary                                               |  |        | (2,646   | ) |                     |   |   |                         |  |   |             |   |  |       | 2,646  |   |  |   |         |  
|Changes in operating assets and liabilities:                                    |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Accounts receivable                                                             |  |        | (21,381  | ) |                     |   |   |                         |  |   | (3,297       | ) |  |       |       |   |  |   | (24,678  | )
|Inventories                                                                     |  |        | (13,723  | ) |                     |   |   |                         |  |   | (1,205       | ) |  |       |       |   |  |   | (14,928  | )
|Prepaid expenses and other assets                                               |  |        | 1,516    |   |                     |   | 11 |                         |  |   | 808          |   |  |       |       |   |  |   | 2,335    |  
|Accounts payable                                                                |  |        | 3,354    |   |                     |   |   |                         |  |   | 518          |   |  |       |       |   |  |   | 3,872    |  
|Intercompany accounts                                                           |  |        | 488      |   |                     |   | 17 |                         |  |   | (505         | ) |  |       |       |   |  |   |         |  
|Accrued liabilities                                                             |  |        | 6,975    |   |                     |   | (8 | )                       |  |   | (1,217       | ) |  |       |       |   |  |   | 5,750    |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash flow from operating activities                                         |  |        | 9,239    |   |                     |   | 20 |                         |  |   | (2,175       | ) |  |       |       |   |  |   | 7,084    |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                            |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Capital expenditures                                                            |  |        | (6,383   | ) |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | (6,383   | )
|Purchase of investments                                                         |  |        | (1,577   | ) |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | (1,577   | )
|Proceeds from the disposal of fixed assets                                      |  |        | 2,894    |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 2,894    |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash flow from investing activities                                         |  |        | (5,066   | ) |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | (5,066   | )
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                            |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Borrowings under revolving loan facilities                                      |  |        | 34,961   |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 34,961   |  
|Repayments under revolving loan facilities                                      |  |        | (45,200  | ) |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | (45,200  | )
|Payment of debt financing and amendment fees                                    |  |        | (6,706   | ) |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | (6,706   | )
|Repayment of long-term debt                                                     |  |        | (231,664 | ) |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | (231,664 | )
|Proceeds from the issuance of 2018 Senior Notes, net of discount                |  |        | 271,911  |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 271,911  |  
|Intercompany Note                                                               |  |        | (1,000   | ) |                     |   |   |                         |  |   | 1,000        |   |  |       |       |   |  |   |         |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash flow from financing activities                                         |  |        | 22,302   |   |                     |   |   |                         |  |   | 1,000        |   |  |       |       |   |  |   | 23,302   |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                    |  |        |         |   |                     |   |   |                         |  |   | 535          |   |  |       |       |   |  |   | 535      |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                |  |        | 26,475   |   |                     |   | 20 |                         |  |   | (640         | ) |  |       |       |   |  |   | 25,855   |  
|CASH AND CASH EQUIVALENTSBeginning of year                                     |  |        | 4,018    |   |                     |   | 57 |                         |  |   | 3,524        |   |  |       |       |   |  |   | 7,599    |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|CASH AND CASH EQUIVALENTSEnd of year                                           |  | $      | 30,493   |   |                     | $ | 77 |                         |  | $ | 2,884        |   |  | $     |       |   |  | $ | 33,454   |  
|                                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|NONCASH ACTIVITY                                                                |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Capital lease obligations                                                       |  | $      | 10       |   |                     | $ |   |                         |  | $ |             |   |  | $     |       |   |  | $ | 10       |  
|Unpaid capital expenditures                                                     |  |        | 640      |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 640      |  
|SUPPLEMENTAL CASH FLOW INFORMATION                                              |  |        |          |   |                     |   |    |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Income taxes paid (refunded)                                                    |  | $      | (755     | ) |                     |   |   |                         |  | $ | 1,049        |   |  |       |       |   |  | $ | 294      |  
|Cash interest paid                                                              |  |        | 22,208   |   |                     |   |   |                         |  |   |             |   |  |       |       |   |  |   | 22,208   |  



F-31



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##### Table of Contents

CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2009



|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|-------------------------------------------------------------------------------------- |  | ------ | -------- | - | ------------------- | - | --- | ----------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | -------- | -
|                                                                                       |  | Parent |          |   | GuarantorSubsidiary |   |     | Non-GuarantorSubsidiary |  |   | Eliminations |   |  | Total |       
|CASH FLOW FROM OPERATING ACTIVITIES:                                                   |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net income (loss)                                                                      |  | $      | (67,019  | ) |                     | $ |    |                         |  | $ | 2,887        |   |  | $     | (2,887 | ) |  | $ | (67,019  | )
|Adjustments to reconcile net income (loss) to net cash flow from operating activities: |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Depreciation and amortization                                                          |  |        | 23,059   |   |                     |   |    |                         |  |   | 272          |   |  |       |       |   |  |   | 23,331   |  
|Asset impairments                                                                      |  |        | 70,761   |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 70,761   |  
|Stock-based compensation                                                               |  |        | 2,340    |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 2,340    |  
|Foreign currency transaction gain                                                      |  |        |         |   |                     |   |    |                         |  |   | (1,195       | ) |  |       |       |   |  |   | (1,195   | )
|Gain on repurchase of Senior Notes                                                     |  |        | (3,285   | ) |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | (3,285   | )
|Deferred tax                                                                           |  |        | (4,621   | ) |                     |   |    |                         |  |   | 410          |   |  |       |       |   |  |   | (4,211   | )
|Loss on disposal of fixed assets                                                       |  |        | 484      |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 484      |  
|Equity in consolidated subsidiary                                                      |  |        | (2,887   | ) |                     |   |    |                         |  |   |             |   |  |       | 2,887  |   |  |   |         |  
|Changes in operating assets and liabilities:                                           |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Accounts receivable                                                                    |  |        | 11,732   |   |                     |   |    |                         |  |   | (1,570       | ) |  |       |       |   |  |   | 10,162   |  
|Inventories                                                                            |  |        | 6,725    |   |                     |   |    |                         |  |   | 228          |   |  |       |       |   |  |   | 6,953    |  
|Prepaid expenses and other assets                                                      |  |        | 6,481    |   |                     |   | (3  | )                       |  |   | (1,301       | ) |  |       |       |   |  |   | 5,177    |  
|Accounts payable                                                                       |  |        | (10,186  | ) |                     |   | (10 | )                       |  |   | 524          |   |  |       |       |   |  |   | (9,672   | )
|Intercompany accounts                                                                  |  |        | (1,262   | ) |                     |   | 39  |                         |  |   | 1,223        |   |  |       |       |   |  |   |         |  
|Accrued liabilities                                                                    |  |        | (8,209   | ) |                     |   | (18 | )                       |  |   | 2,087        |   |  |       |       |   |  |   | (6,140   | )
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash flow from operating activities                                                |  |        | 24,113   |   |                     |   | 8   |                         |  |   | 3,565        |   |  |       |       |   |  |   | 27,686   |  
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|CASH FLOW FROM INVESTING ACTIVITIES:                                                   |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Capital expenditures                                                                   |  |        | (4,037   | ) |                     |   |    |                         |  |   | (50          | ) |  |       |       |   |  |   | (4,087   | )
|Investment in subsidiaries                                                             |  |        | (1,000   | ) |                     |   |    |                         |  |   | 1,000        |   |  |       |       |   |  |   |         |  
|Proceeds from the disposal of fixed assets                                             |  |        | 123      |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 123      |  
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash flow from investing activities                                                |  |        | (4,914   | ) |                     |   |    |                         |  |   | 950          |   |  |       |       |   |  |   | (3,964   | )
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|CASH FLOW FROM FINANCING ACTIVITIES:                                                   |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Borrowings under revolving loan facilities                                             |  |        | 105,342  |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 105,342  |  
|Repayments under revolving loan facilities                                             |  |        | (125,103 | ) |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | (125,103 | )
|Debt amendment fee                                                                     |  |        | (1,012   | ) |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | (1,012   | )
|Repayment of long-term debt                                                            |  |        | (7,025   | ) |                     |   |    |                         |  |   | (5,000       | ) |  |       |       |   |  |   | (12,025  | )
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Net cash flow from financing activities                                                |  |        | (27,798  | ) |                     |   |    |                         |  |   | (5,000       | ) |  |       |       |   |  |   | (32,798  | )
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                           |  |        |         |   |                     |   |    |                         |  |   | 347          |   |  |       |       |   |  |   | 347      |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       |  |        | (8,599   | ) |                     |   | 8   |                         |  |   | (138         | ) |  |       |       |   |  |   | (8,729   | )
|CASH AND CASH EQUIVALENTSBeginning of year                                            |  |        | 12,617   |   |                     |   | 49  |                         |  |   | 3,662        |   |  |       |       |   |  |   | 16,328   |  
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|CASH AND CASH EQUIVALENTSEnd of year                                                  |  | $      | 4,018    |   |                     | $ | 57  |                         |  | $ | 3,524        |   |  | $     |       |   |  | $ | 7,599    |  
|                                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|NONCASH ACTIVITY                                                                       |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Capital lease obligations                                                              |  | $      |         |   |                     | $ |    |                         |  | $ |             |   |  | $     |       |   |  | $ |         |  
|Unpaid capital expenditures                                                            |  |        | 162      |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 162      |  
|SUPPLEMENTAL CASH FLOW INFORMATION                                                     |  |        |          |   |                     |   |     |                         |  |   |              |   |  |       |        |   |  |   |          |  
|Income taxes paid (refunded)                                                           |  | $      | (5,494   | ) |                     |   |    |                         |  | $ | 1,238        |   |  |       |       |   |  | $ | (4,256   | )
|Cash interest paid                                                                     |  |        | 24,380   |   |                     |   |    |                         |  |   |             |   |  |       |       |   |  |   | 24,380   |  



F-32



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 7th day of March 2011.



COLEMAN CABLE, INCBy

/s/    G. Gary
YetmanG. Gary YetmanPresident and Chief Executive Officer


POWER OF ATTORNEY

The undersigned officers and directors of Coleman
Cable, Inc. hereby severally constitute G. Gary Yetman and Richard N. Burger and each of them singly our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below the
Annual Report on Form 10-K filed herewith and any and all amendments thereto, and generally do all such things in our name and on our behalf in our capacities as officers and directors to enable Coleman Cable, Inc. to comply with the provisions
of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them on this Annual Report on Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on this 7th day of March 2011.



|                                             |  |                                                                                                                        
|-------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------
|                                             | 
|/S/    G. GARY
YETMAN G. Gary Yetman         |  | Director, President and Chief Executive Officer                                                                        
|                                             | 
|/S/    RICHARD N.
BURGER Richard N. Burger   |  | Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)
|                                             | 
|/S/    DAVID
BISTRICER David Bistricer       |  | Director                                                                                                               
|                                             | 
|/S/    NACHUM
STEIN Nachum Stein             |  | Director                                                                                                               
|                                             | 
|/S/    SHMUEL D.
LEVINSON Shmuel D. Levinson |  | Director                                                                                                               
|                                             | 
|/S/    JAMES G.
LONDON James G. London       |  | Director                                                                                                               
|                                             | 
|/S/    DENIS
SPRINGER Denis Springer         |  | Director                                                                                                               
|                                             | 
|/S/    ISAAC
NEUBERGER Isaac Neuberger       |  | Director                                                                                                               
|                                             | 
|/S/    HARMON
SPOLAN Harmon Spolan           |  | Director                                                                                                               
|                                             | 
|/S/    DENNIS
MARTIN Dennis Martin           |  | Director                                                                                                               



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##### Table of Contents

Index to Exhibits



| |      |  |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---- |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | 
| | 1.1  |  |  |  |  | Purchase Agreement, dated January 26, 2010, by and among Coleman Cable, Inc., certain subsidiary guarantors and the initial purchasers of the Notes, incorporated by
reference to our Annual Report on Form 10-K for the year ended December 31, 2009.                                                                                                                                                                                                                                  
| |      | 
| | 1.2  |  |  |  |  | Purchase Agreement dated March 18, 2010 by and among Coleman Cable, Inc., certain subsidiary guarantors and bank of America Securities LLC, incorporated by reference to our
Current Report on Form 8-K filed on March 18, 2010.                                                                                                                                                                                                                                                        
| |      | 
| | 3.1  |  |  |  |  | Certificate of Incorporation of Coleman Cable, Inc., as filed with the Delaware Secretary of State on October 10, 2006, incorporated herein by reference to our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006.                                                                                                                                                                                                                                                 
| |      | 
| | 3.2  |  |  |  |  | Amended and Restated By-Laws of Coleman Cable, Inc., incorporated herein by reference to our Current Report on Form 8-K filed on May 5, 2008.                                                                                                                                                                                                                                                                                                                                           
| |      | 
| | 4.2  |  |  |  |  | Registration Rights Agreement, dated October 11, 2006, between Coleman Cable, Inc. and Friedman, Billings, Ramsey & Co., Inc., incorporated herein by reference to
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.                                                                                                                                                                                                                                          
| |      | 
| | 4.3  |  |  |  |  | Registration Rights Agreement, dated as of February 3, 2010, among Coleman Cable, the guarantors from time to time party thereto and the initial purchasers of the Notes,
incorporated herein by reference to our Current Report on Form 8-K filed on February 3, 2010.                                                                                                                                                                                                                 
| |      | 
| | 4.6  |  |  |  |  | Indenture, dated February 3, 2010, among Coleman Cable, the guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, as trustee (including
the Form of 9% Senior Note due 2018 attached as Exhibit A thereto), incorporated herein by reference to our Current Report on Form 8-K filed on February 3, 2010.                                                                                                                                                
| |      | 
| | 4.7  |  |  |  |  | Shareholders Agreement, dated October 11, 2006, between Coleman Cable, Inc. and its Existing Holders, incorporated herein by reference to our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006.                                                                                                                                                                                                                                                                   
| |      | 
| | 10.1 |  |  |  |  | Amended and Restated Credit Agreement, dated 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 November 1, 2007, by and among Coleman Cable, Inc., certain of its Subsidiaries, the Lenders named therein,
and Wachovia Bank, National Association, as administrative agent, incorporated herein by reference to our Form 8-K filed on November 2, 2007.                                                                                                                                                               
| |      | 
| | 10.3 |  |  |  |  | Second Amendment to Amended and Restated Credit Agreement, dated June 18, 2009, by and among Coleman Cable, Inc., the Subsidiaries that are signatories thereto, and the
lenders that are signatories thereto, incorporated herein by reference to our Current Report on Form 8-K as filed on June 18, 2009.                                                                                                                                                                            
| |      | 
| | 10.4 |  |  |  |  | Third Amendment to Amended and Restated Credit Agreement, dated January 19, 2010, by and among Coleman Cable, Inc., the Subsidiaries that are signatories thereto, and the
lenders that are signatories thereto, incorporated herein by reference to our Current Report on Form 8-K filed on January 20, 2010.                                                                                                                                                                          
| |      | 
| | 10.5 |  |  |  |  | Lease, dated 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.



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##### Table of Contents

| |        |  |  |   |  |                                                                                                                                                                                                                                      
| | ------ |  |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        | 
| | *10.6  |  |  |  |  | Coleman Cable, Inc. Long-Term Incentive Plan, incorporated herein by reference to our Definitive 14A Proxy Statement filed on April 3, 2008.                                                                                         
| |        | 
| | *10.7  |  |  |  |  | Form of Non-Qualified Stock Option Agreement Under the Coleman Cable, Inc. Long-Term Incentive Plan, incorporated herein by reference to our Form S-1 filed on
November 16, 2006.                                                    
| |        | 
| | *10.8  |  |  |  |  | Form of Restricted Stock Award Agreement under the Coleman Cable, Inc. Long-Term Incentive Plan, incorporated herein by reference to our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009.                         
| |        | 
| | 10.9   |  |  |  |  | Indemnification Agreement, dated November 13, 2007, by and between Morgan Capital LLC and Coleman Cable, Inc., incorporated herein by reference to our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007.       
| |        | 
| | *10.10 |  |  |  |  | Amended and Restated Employment Agreement, dated December 29, 2008, by and between Coleman Cable, Inc. and Richard N. Burger incorporated herein by reference to our Annual
Report on Form 10-K for the year ended December 31, 2008.
| |        | 
| | *10.11 |  |  |  |  | Amended and Restated Employment Agreement, dated December 29, 2008, between Coleman Cable, Inc. and Richard Carr incorporated herein by reference to our Annual Report on
Form 10-K for the year ended December 31, 2008.            
| |        | 
| | *10.12 |  |  |  |  | Amended and Restated Employment Agreement, dated December 30, 2008, by and between Coleman Cable, Inc. and G. Gary Yetman incorporated herein by reference to our Annual
Report on Form 10-K for the year ended December 31, 2008.   
| |        | 
| | *10.13 |  |  |  |  | Amended and Restated Employment Agreement, dated December 30, 2008, between Coleman Cable, Inc. and Mike Frigo incorporated herein by reference to our Annual Report on
Form 10-K for the year ended December 30, 2008.              
| |        | 
| | *10.14 |  |  |  |  | Form of performance-based restricted stock unit award agreement, incorporated herein by reference to our quarterly report on Form 10-Q for the quarter ended March 31,
2010.                                                         
| |        | 
| | **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.
|- | ----------------------------------------------------------------

|** | Filed herewith
|-- | --------------