10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

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

For the transition period from            to

Commission File Number 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)

(847) 672-2300
(Registrant’s Telephone Number, including Area Code)

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

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

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

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

Common shares outstanding as of August 1, 2009: 17,179,979

INDEX

	Page
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements (unaudited)		3
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008		3
Condensed Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008		4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008		5
Notes to Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures about Market Risk		33
Item 4. Controls and Procedures		33
PART II. OTHER INFORMATION		34
Item 1. Legal Proceedings		34
Item 4. Submission of Matters to a Vote of Security Holders		34
Item 6. Exhibits		34
Signatures		35
Exhibit Index		36
EX-31.1
EX-31.2
EX-32.1

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

COLEMAN CABLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands, except per share data)

(unaudited)

	Three months ended June 30,					Six months ended June 30,
	2009			2008		2009			2008
NET SALES	$	112,932		$	267,578	$	230,254		$	520,062
COST OF GOODS SOLD		95,922			239,286		196,696			462,921
GROSS PROFIT		17,010			28,292		33,558			57,141
SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES		9,833			13,480		20,492			26,240
INTANGIBLE ASSET AMORTIZATION		2,073			3,106		4,703			5,768
ASSET IMPAIRMENTS		—			—		69,498			—
RESTRUCTURING CHARGES		1,700			2,835		2,357			3,011
OPERATING INCOME (LOSS)		3,404			8,871		(63,492	)		22,122
INTEREST EXPENSE		6,366			7,531		12,771			15,335
GAIN ON REPURCHASE OF SENIOR NOTES		(2,900	)		—		(2,900	)		—
OTHER (INCOME) LOSS, NET		(732	)		2		(393	)		123
INCOME (LOSS) BEFORE INCOME TAXES		670			1,338		(72,970	)		6,664
INCOME TAX EXPENSE (BENEFIT)		370			495		(8,500	)		2,563
NET INCOME (LOSS)	$	300		$	843	$	(64,470	)	$	4,101
EARNINGS (LOSS) PER COMMON SHARE DATA
NET INCOME (LOSS) PER SHARE
Basic	$	0.02		$	0.05	$	(3.84	)	$	0.24
Diluted		0.02			0.05		(3.84	)		0.24
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		16,809			16,787		16,808			16,787
Diluted		17,195			16,809		16,808			16,804

See notes to condensed consolidated financial statements.

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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands, except per share data)

(unaudited)

	June 30,			December 31,
	2009			2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,078		$	16,328
Accounts receivable, less allowance for uncollectible accounts of $2,719 and $3,020, respectively		69,625			97,038
Inventories		63,477			73,368
Deferred income taxes		3,619			4,202
Assets held for sale		3,535			3,535
Prepaid expenses and other current assets		6,971			10,688
Total current assets		157,305			205,159
PROPERTY, PLANT AND EQUIPMENT, NET		56,855			61,443
GOODWILL		28,929			98,354
INTANGIBLE ASSETS		34,693			39,385
OTHER ASSETS		10,066			7,625
TOTAL ASSETS	$	287,848		$	411,966
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	160		$	30,445
Accounts payable		22,937			27,408
Accrued liabilities		25,284			31,191
Total current liabilities		48,381			89,044
LONG-TERM DEBT		229,120			242,369
OTHER LONG-TERM LIABILITIES		3,780			4,046
DEFERRED INCOME TAXES					7,088
SHAREHOLDERS’ EQUITY:
Common stock, par value $0.001; 75,000 authorized; 17,180 and 16,787 issued and outstanding on June 30, 2009 and December 31, 2008		17			17
Additional paid-in capital		87,346			86,135
Accumulated deficit		(80,438	)		(15,968	)
Accumulated other comprehensive loss		(358	)		(765	)
Total shareholders’ equity		6,567			69,419
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	287,848		$	411,966

See notes to condensed consolidated financial statements.

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COLEMAN CABLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands)

(unaudited)

	Six months ended June 30,
	2009			2008
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(64,470	)	$	4,101
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization		12,039			14,710
Stock-based compensation		1,211			1,322
Foreign currency transaction gain		(393	)		—
Gain on repurchase of Senior Notes		(2,900	)
Asset impairments		69,498
Deferred taxes		(9,363	)		57
Loss on disposal of fixed assets		14			68
Changes in operating assets and liabilities:
Accounts receivable		27,470			5,490
Inventories		10,136			5,811
Prepaid expenses and other assets		4,287			(3,945	)
Accounts payable		(4,252	)		(6,816	)
Accrued liabilities		(6,446	)		(8,488	)
Net cash flow from operating activities		36,831			12,310
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures		(2,078	)		(9,133	)
Acquisition of businesses, net of cash acquired		—			(708	)
Proceeds from sale of fixed assets		16			13
Net cash flow from investing activities		(2,062	)		(9,828	)
CASH FLOW FROM FINANCING ACTIVITIES:
Net repayments under revolving loan facilities		(30,000	)		(5,658	)
Debt amendment fee		(1,012	)		—
Repayment of long-term debt		(10,080	)		(474	)
Net cash flow from financing activities		(41,092	)		(6,132	)
Effect of exchange rate changes on cash and cash equivalents		73			66
DECREASE IN CASH AND CASH EQUIVALENTS		(6,250	)		(3,584	)
CASH AND CASH EQUIVALENTS — Beginning of period		16,328			8,877
CASH AND CASH EQUIVALENTS — End of period	$	10,078		$	5,293
NONCASH ACTIVITY
Unpaid capital expenditures		159			220
Capital lease obligation		—			135
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid (refunded), net		(3,504	)		4,552
Cash interest paid		12,537			15,113

See notes to condensed consolidated financial statements.

5

COLEMAN CABLE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Thousands, except per share data)

(unaudited)

1. BASIS OF PRESENTATION

     The condensed consolidated financial statements included herein are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted. The condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation in conformity with GAAP. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2008. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

2. NEW ACCOUNTING PRONOUNCEMENTS

     In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business Combinations. SFAS No. 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The Statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Our adoption of SFAS No. 141(R) on January 1, 2009 did not have a material impact on our consolidated financial position, results of operations or cash flows. The impact SFAS No. 141(R) will have on our consolidated financial statements in future periods will depend upon the nature, terms and size of any acquisitions we may consummate.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 clarifies the definition of fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The Statement does not require any new fair value measurements. SFAS No. 157 was adopted by the Company in the first quarter of 2008 for financial assets and the first quarter of 2009 for non-financial assets. Our adoption of SFAS No. 157 did not have a material impact on our consolidated financial position, results of operations or cash flows.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin (“ARB”) No. 51 Consolidated Financial Statements. This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Under SFAS No. 160, effective January 1, 2009, noncontrolling interests are to be classified as equity in the consolidated financial statements and income and comprehensive income attributed to the noncontrolling interest are to be included in income and comprehensive income. We do not currently have any minority interest components at any of our subsidiaries. Accordingly, the adoption of SFAS No. 160 did not have a material impact on our consolidated financial position, results of operations or cash flows.

     In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133 . SFAS No. 161 expands the disclosure requirements for derivative instruments and hedging activities. This Statement specifically requires entities to provide enhanced disclosures addressing the following: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 was adopted by the Company during the first quarter of 2009 and did not have a material impact on our consolidated financial position, results of operations or cash flows. The required disclosures have been set forth in Note 12 to the condensed consolidated financial statements.

     In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS 165 establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The adoption of FAS 165 did not have a material impact on our consolidated financial statements. For the second quarter of 2009, we evaluated subsequent events through August 6, 2009, the date the condensed consolidated financial statements were issued.

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     In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standard Codification and the Hierarchy of the Generally Accepted Accounting Principles — a replacement of SFAS No. 162 (SFAS 168), to become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not believe the adoption of SFAS 168 will have a material impact on our consolidated financial statements.

     In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”. FSP FAS 107-1 and APB 28-1 require disclosures about fair value of financial instruments in interim and annual financial statements. FSP FAS 107-1 and APB 28-1 are effective for periods ending after June 15, 2009. We have adopted this statement at its effective date (See Note 7).

     In December 2008, the FASB issued FSP 132(R)-1 “Employers’ Disclosure about Postretirement Benefit Plan Assets.” FSP 132(R)-1 provides additional guidance on employers’ disclosures about the plan assets of defined benefit pension or other postretirement plans. FSP 132(R)-1 requires disclosures about how investment allocation decisions are made, the fair value of each major category of plan assets, valuation techniques used to develop fair value measurements of plan assets, the impact of measurements on changes in plan assets when using significant unobservable inputs and significant concentrations of risk in the plan assets. These disclosures are required for fiscal years ending after December 15, 2009. We are currently assessing the impact of FSP 132(R)-1 on our financial statement disclosures.

     In June 2008, the FASB issued a FASB Staff Position (FSP) EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities”. This staff position addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the allocation in computing earnings per share under the two-class method described in SFAS No. 128, “Earnings Per Share”. The FASB concluded that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. If awards are considered participating securities, we are required to apply the two-class method of computing basic and diluted earnings per share. Effective January 1, 2009, we adopted this standard. We have determined that our outstanding unvested shares are participating securities. Accordingly, effective January 1, 2009, earnings per common share are computed using the two-class method prescribed by SFAS No. 128. All previously reported earnings per common share data has been retrospectively adjusted to conform to the new computation method (see Note 8).

3. ASSET IMPAIRMENTS

     In accordance with SFAS No. 142, 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. 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.

     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 market capitalization, as well as the recessionary economic environment and its then estimated potential impact on our business. Accordingly, we recorded a non-cash goodwill impairment charge of approximately $69,498, representing our best estimate of the impairment loss incurred within three of the four reporting units within our Distribution segment: Electrical distribution, Wire and Cable distribution and Industrial distribution. At the March 31, 2009 test date, no indication of impairment under the goodwill impairment tests existed relative to our Retail distribution reporting unit, and we did not have any goodwill recorded within our Original Equipment Manufacturers (“OEM”) segment. For the purposes of the goodwill impairment analysis, our estimates of fair value were based primarily on estimates generated using the income approach, which estimates the fair value of our reporting units based on their projected future discounted cash flows. We finalized our goodwill impairment testing as of March 31, 2009 during the second quarter of 2009, and in connection therewith determined that no further adjustment to the $69,498 impairment charge was necessary.

     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,

7

estimates and judgments with respect to numerous factors, including future sales, gross profit, selling, engineering, 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.

     The use of different assumptions, estimates or judgments in either step of the goodwill impairment testing process, such as the estimated future cash flows of our reporting units, the discount rate used to discount such cash flows, or the estimated fair value of the reporting units’ tangible and intangible assets and liabilities, could significantly increase or decrease the estimated fair value of a reporting unit or its net assets, and therefore, impact the related impairment charge. For example, as of March 31, 2009, (1) a 5% increase or decrease in the aggregate estimated undiscounted cash flows of our reporting units (without any change in the discount rate used in the first step of its goodwill impairment test as of such date) would have resulted in an increase or decrease of approximately $14,000 in the aggregate estimated fair value of our reporting units as of such date, (2) a 100 basis point increase or decrease in the discount rate used to discount the aggregate estimated cash flows of our reporting units to their net present value (without any change in the aggregate estimated cash flows of our reporting units used in the first step of its goodwill impairment test as of such date) would have resulted in a decrease or increase of approximately $18,000 in the aggregate estimated fair value of our reporting units as of such date, and (3) a 1% increase or decrease in the estimated sales growth rate without a change in the discount rate of each reporting unit would have resulted in an increase or decrease of approximately $7,000 in the aggregate estimated fair value of our reporting units as of such date. The goodwill impairment testing process is complex, and can be affected by the inter-relationship between certain assumptions, estimates and judgments that may apply to both the first and second steps of the process and the fact that the maximum potential impairment of the goodwill of any reporting unit is limited to the carrying value of the goodwill of that reporting unit. Accordingly, the above-described sensitivities around changes in the aggregate estimated fair values of our reporting units would not necessarily have a dollar-for-dollar impact on the amount of goodwill impairment we recognized as a result of our analysis. These sensitivities are presented solely to illustrate the effects that a hypothetical change in one or more key variables affecting reporting unit fair value might have on the outcomes produced by the goodwill impairment testing process.

4. RESTRUCTURING ACTIVITIES

     We incurred restructuring charges of $1,700 and $2,357 during the second quarter and first half of 2009, respectively. For the second quarter of 2009, these charges included approximately $1,000 recorded in connection with our closure of our East Longmeadow, Massachusetts manufacturing facility in May 2009 pursuant to a plan we announced in March 2009. This action was taken in order to align our manufacturing capacity and cost structure with reduced volume levels resulting from the current economic environment. Production from this facility has been transitioned to facilities in Bremen, Indiana, with back up capacity to be provided by our Waukegan, Illinois and Texarkana, Arkansas facilities. The $1,000 recorded in connection with the East Longmeadow closure primarily included a charge for our estimated obligation for remaining lease payments associated with the lease for this facility and severance and other costs. The remaining charges for the first half of 2009 primarily consisted of holding costs related to other facilities closed in 2008. We incurred restructuring charges of $2,835 and $3,011 during the second quarter and first half of 2008, respectively, primarily in connection with the integration of our 2007 Acquisitions. We plan to close our Oswego, New York facility during the third quarter of 2009. The production associated with this facility, which is owned, will be shifted to our other facilities, and we anticipate incurring approximately $500 in costs associated with the closure of this facility.

     The $4,586 liability as of June 30, 2009 primarily relates to lease liabilities associated with facilities closed during 2008 in connection with the integration of our 2007 Acquisitions.

	Employee
	Severance
	and			Lease			Equipment			Other
	Relocation			Termination			Relocation			Closing
	Costs			Costs			Costs			Costs			Total
BALANCE — December 31, 2008	$	25		$	4,967		$	—		$	24		$	5,016
Provision		617			927			306			507			2,357
Cash payments		(557	)		(1,410	)		(306	)		(514	)		(2,787	)
BALANCE — June 30, 2009	$	85		$	4,484		$	—		$	17		$	4,586

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5. INVENTORIES

     Inventories consisted of the following:

	June 30,		December 31,
	2009		2008
FIFO cost:
Raw materials	$	16,644	$	14,628
Work in progress		2,460		2,038
Finished products		44,373		56,702
Total	$	63,477	$	73,368

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6. ACCRUED LIABILITIES

     Accrued liabilities consisted of the following:

	June 30,		December 31,
	2009		2008
Salaries, wages and employee benefits	$	4,047	$	3,289
Sales incentives		6,092		10,416
Interest		5,609		5,988
Other		9,536		11,498
Total	$	25,284	$	31,191

7. DEBT

	June 30,			December 31,
	2009			2008
Revolving credit facility expiring April 2012	$	—		$	30,000
9.875% Senior notes due October 2012, including unamortized premium of $1,930 and $2,352, respectively		229,110			242,352
Capital lease obligations		170			462
		229,280			272,814
Less current portion		(160	)		(30,445	)
Long-term debt	$	229,120		$	242,369

   9.875% Senior Notes and Repurchases

     At June 30, 2009, we had $227,180 in aggregate principal amount outstanding of our 9.875% senior notes, all of which mature on October 1, 2012 (the “Senior Notes”). During the second quarter of 2009, we repurchased $12,820 in par value of our Senior Notes at a discount to their par value resulting in a pre-tax gain of $2,900 being recorded in connection with such repurchases. As further explained below, in order to complete these repurchase transactions, we were required to enter into an amendment to our Revolving Credit Facility (defined below). In July 2009, we repurchased an additional $2,200 in par value of our Senior Notes. We may purchase additional 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 purchase any additional amounts of our Senior Notes.

     A portion of our Senior Notes were issued at a premium in 2007, resulting in proceeds in excess of par value. This premium, adjusted for the above-noted subsequent repurchases, is being amortized to par value over the remaining life of the Senior Notes.

   Revolving Credit Facility

     Our five-year revolving credit facility (the “Revolving Credit Facility”) is a senior secured facility that 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. At June 30, 2009, we had no borrowings outstanding under the facility, with $78,366 in remaining excess availability.

     On June 18, 2009, in connection with the above-described Senior Notes repurchases, the Revolving Credit Facility was amended to permit us to spend up to $30,000 to redeem, retire or repurchase our Senior Notes so long as (i) no default or event of default exists at the time of the repurchase or would result from the repurchase and (ii) excess availability under the Revolving Credit Facility after giving effect to the repurchase remains above $40,000. Prior to this amendment, we were prohibited from making prepayments on or repurchases of the Senior Notes. The amendment required us to pay an upfront amendment fee of $1,000, and also increased the applicable interest rate margins by 1.25% and the unused line fee by 0.25%. Accordingly, subsequent to the amendment interest is payable, at our option, at the agent’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.

     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.

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     The Revolving Credit Facility is guaranteed by our domestic subsidiary on a joint and several basis, either as a co-borrower of the Company or a guarantor, 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 foreign subsidiary.

     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 the second quarter of 2009.

     In 2007, the Revolving Credit Facility was amended to allow for our acquisition of certain assets of Woods Industries, Inc and the stock of Woods Industries (Canada) Inc. (“Woods Canada”). The amendment also permitted us to make future investments in our Canadian subsidiaries in an aggregate amount, together with the investment made to acquire Woods Canada, not to exceed $25,000.

     Our Indenture governing the Senior Notes and Revolving Credit Facility contains covenants that limit our ability to pay dividends. As of June 30, 2009, we were in compliance with all of the covenants on our Senior Notes and Revolving Credit Facility.

     The fair value of our debt and capitalized lease obligations was approximately $185,300 at June 30, 2009, with the fair value of our Senior Notes based on sales prices of recent trading activity.

8. 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 restricted stock, as such awards contain non-forfeitable rights to dividends. Security 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 June 30, 2009 and 2008, 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:

	Three Months Ended June 30,						Six Months Ended June 30,
Components of Basic and Diluted Earnings per Share	2009			2008			2009			2008
Numerator:
Net income (loss)		300			843			(64,470	)		4,101
Less: Earnings allocated to participating securities		(6	)		(3	)		—			(16	)
Net income (loss) allocated to common shareholders		294			840			(64,470	)		4,085
Denominator:
Basic weighted average shares outstanding		16,809			16,787			16,808			16,787
Dilutive effect of share-based awards		386			22			—			17
Diluted weighted average share outstanding		17,195			16,809			16,808			16,804

     Options with respect to 1,313 common shares were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2009 because they were antidilutive. Options with respect to 848 common shares were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2008 because they were antidilutive.

9. SHAREHOLDERS’ EQUITY

   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. Of the total 2,440 shares authorized for issuance under the Company’s stock-based incentive plan, 1,706 awards were issued as of June 30, 2009, with the remaining 734 shares available for future grant over the balance of the plan’s ten-year life, which ends in 2016. We recorded $693 and $1,211 in stock compensation expense for the three and six months ended June 30, 2009, respectively, compared to $719 and $1,322 for the three and six months ended June 30, 2008, respectively.

11

  Stock Options

     In February 2009, 290 options with an exercise price equal to the value of a common share at the date of grant, or $3.99 per share, were granted to executives and other key employees. The options become exercisable over a three-year annual vesting period in three equal installments beginning one year from the date of grant, and expire 10 years from the date of grant. Using the Black-Scholes option-pricing model, we estimated the February 2, 2009 grant date fair value of each option to be $2.59, using an estimated 0% dividend yield, an expected term of six years, expected volatility of 83% and a risk-free rate of 1.96%.

     Changes in stock options were as follows:

						Weighted-
						Average
				Weighted-Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Terms		Value
Outstanding January 1, 2009		1,029		$	14.12		8.1		—
Granted		290			3.99		9.6		—
Exercised		—			—
Forfeited or expired		(7	)		13.74
Outstanding June 30, 2009		1,312		$	11.88		8.0		—
Vested or expected to vest		1,264		$	12.03		—		—
Exercisable		—			—

     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.

   Stock Awards

     In February 2009, the Company awarded unvested common shares to the members of its board of directors and certain executive officers. In total, 326 unvested shares were awarded with an approximate aggregate fair value of $1,300. 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.

     Changes in nonvested shares for the second quarter of 2009 were as follows:

				Weighted-Average
				Grant -Date
	Shares			Fair Value
Nonvested at January 1, 2009		67		$	8.41
Granted		326		$	3.99
Vested		(22	)
Forfeited		—
Nonvested at June 30, 2009		371		$	4.52

   Comprehensive Income

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009			2008
Net income (loss)	$	300	$	843	$	(64,470	)	$	4,101
Other comprehensive income:
Currency translation adjustment, net of tax		174		56		36			(12	)
Derivative gains, net of tax		157		—		371			—
Total comprehensive income (loss)	$	631	$	899	$	(64,063	)	$	4,089

     For the three and six months ended June 30, 2009, the changes in other comprehensive income were net of tax provisions of $99 and $236, respectively, related to the change in fair value of derivatives, and a provision of $85 and $18, respectively, for unrealized foreign currency losses.

12

10. RELATED PARTIES

     We lease our corporate office facility from HQ2 Properties, LLC (“HQ2”). HQ2 is owned by certain members of our Board of Directors and executive management. We made rental payments of $96 and $93 to HQ2 for the three months ended June 30, 2009 and 2008, respectively. We made rental payments of $192 and $187 to HQ2 for the six months ended June 30, 2009 and 2008, respectively. In addition, we lease three manufacturing facilities and three vehicles from DJR Ventures, LLC in which one of our executive officers has substantial minority interest, and we paid a total of $347 and $604 in the three and six months ended June 30, 2009, respectively, and $295 and $582 for the three and six months ended June 30, 2008, respectively.

11. COMMITMENTS AND CONTINGENCIES

   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 $1,497 and $3,121 for the three and six months ended June 30, 2009, respectively, and was $1,750 and $3,979 for the three and six months ended June 30, 2008, respectively.

   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 for cleanup of the site.

     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 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 June 30, 2009, we had a $460 accrual recorded for this liability.

     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 and liquidity, individually or in the aggregate. We cannot, however, provide assurance that this will be the case.

12. DERIVATIVES

     We are exposed to certain commodity price risks including fluctuations in the price of copper. From time-to-time, we enter into copper futures contracts to mitigate the potential impact of fluctuations in the price of copper on our pricing terms with certain customers. In accordance with SFAS No. 133, Accounting for Derivatives Instruments and Hedging Activities, 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. All of our hedges for which hedge accounting is applied qualify and are 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 Accumulated Other Comprehensive Income (Loss), 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 related to an over-hedge (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.

     At June 30, 2009, we had outstanding copper futures contracts, with an aggregate fair value of $242, consisting of contracts to sell 675 pounds of copper in September 2009, as well as contracts to buy 575 pounds of copper at various dates through the end of 2009. These derivatives have been determined to be Level 1 under the fair value hierarchy in accordance with SFAS No. 157.

13

     The following table provides information about the fair value of our derivatives, separating those accounted for as hedges under SFAS No. 133 and those that are not:

	At June 30, 2009
	Fair Value
	Assets		Liabilities
Derivatives accounted for as hedges under SFAS No. 133
Copper commodity contracts accounted for as cash flow hedges	$	325	$	—
Derivatives not accounted for as hedges under SFAS No. 133
Copper commodity contracts	$	—	$	83

     As our derivatives are part of a legally enforceable master netting agreement, for purposes of presentation within our condensed consolidated balance sheets, the above-noted 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 in accordance with FIN 39. At June 30, 2009, we had no cash collateral posted relative to our outstanding derivative positions.

					Location of Gain
	Gain Recognized in OCI		Gain Recognized in Income		Recognized in Income
Derivatives in SFAS No. 133 cash flow hedging relationships	(Effective Portion)		(Ineffective Portion)		(Ineffective portion)
Copper commodity contracts:
Three months ended June 30, 2009	$	256	$	13	Cost of goods sold
Six months ended June 30, 2009	$	611	$	14	Cost of goods sold

	Loss Recognized in		Location of Loss
Derivatives not accounted for as hedges under SFAS No. 133	Income		Recognized in Income
Copper commodity contracts:
Three months ended June 30, 2009	$	430	Cost of goods sold
Six months ended June 30, 2009	$	1,038	Cost of goods sold

     We did not reclassify any amounts from Accumulated Other Comprehensive Income (Loss) into earnings during the three or six month periods ended June 30, 2009. We expect to reclassify the entire amount recorded in Accumulated Other Comprehensive Income (Loss) for such derivative losses at June 30, 2009 into earnings during the next six months. No cash flow hedges were discontinued during the three or six month periods ended June 30, 2009 as a result of the hedged forecasted transaction no longer being probable of occurring. Additionally, no amounts were excluded from our effectiveness tests relative to these cash flow hedges.

13. INCOME TAXES

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Effective Tax Rate		55	%		37	%		12	%		38	%

     The increase in our effective tax rate for the second quarter of 2009, as compared to the second quarter of 2008, reflects the impact of our estimated annual effective tax rate for 2009. The decline in our effective tax rate for the first half of 2009 as compared to the first half of 2008 reflects the $69,498 pre-tax goodwill impairment charge recorded during the first quarter of 2009. A significant amount of book goodwill did not have a corresponding tax basis, thereby reducing the associated tax benefit and our effective tax rate for the first six months of 2009.

14

14. OTHER (INCOME) LOSS

     We recorded other income of $732 and $393 for the second quarter and first half of 2009, respectively, primarily reflecting a favorable exchange rate impact on our Canadian subsidiary.

15. BUSINESS SEGMENT INFORMATION

     We have two reportable segments: (1) Distribution and (2) Original Equipment Manufacturers (“OEMs”). The 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 used as inputs into subassemblies of manufactured finished goods.

     Financial data for the Company’s reportable segments is as follows:

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Net Sales:
Distribution Segment	$	86,826		$	175,875		$	176,926		$	340,500
OEM Segment		26,106			91,703			53,328			179,562
Total	$	112,932		$	267,578		$	230,254		$	520,062
Operating Income(Loss):
Distribution Segment	$	7,161		$	16,644		$	14,559		$	32,922
OEM Segment		1,875			729			2,367			3,464
Total segments		9,036			17,373			16,926			36,386
Corporate		(5,632	)		(8,502	)		(80,418	)		(14,264	)
Consolidated operating income (loss)	$	3,404		$	8,871		$	(63,492	)	$	22,122

     Our operating segments have common production processes and manufacturing facilities. Accordingly, we do not identify all of our net assets to our 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 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 our segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each segment.

     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.

16. SUPPLEMENTAL GUARANTOR INFORMATION

     Our payment obligations under the Senior Notes and the Revolving Credit Facility (see Note 7) are guaranteed by our wholly-owned subsidiary, CCI International, Inc. (“Guarantor Subsidiary”). Such guarantees are full, unconditional and joint and several. The following unaudited supplemental financial information sets forth, on a combined basis, balance sheets, statements of income and statements of cash flows for Coleman Cable, Inc. (the “Parent”) and the Guarantor Subsidiary. The supplemental guarantor financial information set forth below reflects the Company’s current organizational structure including certain changes made effective for the second quarter of 2009. Accordingly, prior period amounts have been recast to reflect the Company’s current structure.

15

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2009

				Guarantor			Non Guarantor
	Parent			Subsidiary			Subsidiaries			Eliminations			Total
NET SALES	$	106,975		$	—		$	5,957		$	—		$	112,932
COST OF GOODS SOLD		91,113			—			4,809			—			95,922
GROSS PROFIT		15,862			—			1,148			—			17,010
SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES		8,817			7			1,009			—			9,833
INTANGIBLE ASSET AMORTIZATION		2,046			—			27			—			2,073
IMPAIRMENT CHARGES		—			—			—			—			—
RESTRUCTURING CHARGES		1,688			—			12			—			1,700
OPERATING INCOME		3,311			(7	)		100			—			3,404
INTEREST EXPENSE, NET		6,249			—			117			—			6,366
GAIN ON REPURCHASE OF SENIOR NOTES		(2,900	)		—			—			—			(2,900	)
OTHER (INCOME) LOSS, NET		—			—			(732	)		—			(732	)
INCOME (LOSS) BEFORE INCOME TAXES		(38	)		(7	)		715			—			670
INCOME (LOSS) FROM SUBSIDIARIES		481			—			—			(481	)		—
INCOME TAX EXPENSE		143			—			227			—			370
NET INCOME (LOSS)	$	300		$	(7	)	$	488		$	(481	)	$	300

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2008

			Guarantor		Non Guarantor
	Parent		Subsidiary		Subsidiaries			Eliminations			Total
NET SALES	$	259,695	$	—	$	7,883		$	—		$	267,578
COST OF GOODS SOLD		233,141		—		6,145			—			239,286
GROSS PROFIT		26,554		—		1,738			—			28,292
SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES		12,327		—		1,153			—			13,480
INTANGIBLE ASSET AMORTIZATION		3,081		—		25			—			3,106
RESTRUCTURING CHARGES		2,835		—		—			—			2,835
OPERATING INCOME		8,311		—		560			—			8,871
INTEREST EXPENSE, NET		7,474		—		57			—			7,531
OTHER (INCOME) LOSS, NET		12		—		(10	)		—			2
INCOME BEFORE INCOME TAXES		825		—		513			—			1,338
INCOME (LOSS) FROM SUBSIDIARIES		328		—		—			(328	)		—
INCOME TAX EXPENSE		310		—		185			—			495
NET INCOME (LOSS)	$	843	$	—	$	328		$	(328	)	$	843

16

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009

				Guarantor		Non Guarantor
	Parent			Subsidiary		Subsidiaries			Eliminations			Total
NET SALES	$	217,452		$	—	$	12,802		$	—		$	230,254
COST OF GOODS SOLD		186,863			—		9,833			—			196,696
GROSS PROFIT		30,589			—		2,969			—			33,558
SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES		18,517			—		1,975			—			20,492
INTANGIBLE ASSET AMORTIZATION		4,645			—		58			—			4,703
IMPAIRMENT CHARGES		69,498			—		—			—			69,498
RESTRUCTURING CHARGES		2,297			—		60			—			2,357
OPERATING INCOME (LOSS)		(64,368	)		—		876			—			(63,492	)
INTEREST EXPENSE, NET		12,558			—		213			—			12,771
GAIN ON REPURCHASE OF SENIOR NOTES		(2,900	)		—		—			—			(2,900	)
OTHER (INCOME) LOSS, NET		—			—		(393	)		—			(393	)
INCOME (LOSS) BEFORE INCOME TAXES		(74,026	)		—		1,056			—			(72,970	)
INCOME (LOSS) FROM SUBSIDIARIES		725			—		—			(725	)		—
INCOME TAX EXPENSE (BENEFIT)		(8,831	)		—		331			—			(8,500	)
NET INCOME (LOSS)	$	(64,470	)	$	—	$	725		$	(725	)	$	(64,470	)

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008

			Guarantor		Non Guarantor
	Parent		Subsidiary		Subsidiaries		Eliminations			Total
NET SALES	$	503,211	$	—	$	16,851	$	—		$	520,062
COST OF GOODS SOLD		450,840		—		12,081		—			462,921
GROSS PROFIT		52,371		—		4,770		—			57,141
SELLING, ENGINEERING, GENERAL AND ADMINISTRATIVE EXPENSES		24,036		—		2,204		—			26,240
INTANGIBLE ASSET AMORTIZATION		5,710		—		58		—			5,768
RESTRUCTURING CHARGES		3,011		—		—		—			3,011
OPERATING INCOME		19,614		—		2,508		—			22,122
INTEREST EXPENSE, NET		15,217		—		118		—			15,335
OTHER LOSS, NET		24		—		99		—			123
INCOME BEFORE INCOME TAXES		4,373		—		2,291		—			6,664
INCOME (LOSS) FROM SUBSIDIARIES		1,466		—		—		(1,466	)		—
INCOME TAX EXPENSE		1,738		—		825		—			2,563
NET INCOME (LOSS)	$	4,101	$	—	$	1,466	$	(1,466	)	$	4,101

17

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2009

				Guarantor		Non Guarantor
	Parent			Subsidiary		Subsidiaries			Eliminations			Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,494		$	54	$	2,530		$	—		$	10,078
Accounts receivable—net of allowances		65,938			—		3,687			—			69,625
Inventories		56,818			—		6,659			—			63,477
Deferred income taxes		3,560			—		59			—			3,619
Asset held for sale		3,535			—		—			—			3,535
Prepaid expenses and other current assets		4,589			12		2,370			—			6,971
Total current assets		141,934			66		15,305			—			157,305
PROPERTY, PLANT AND EQUIPMENT, NET		56,431			—		424			—			56,855
GOODWILL		27,598			—		1,331			—			28,929
INTANGIBLE ASSETS, NET		34,519			—		174			—			34,693
OTHER ASSETS, NET		19,363			—		61			(9,358	)		10,066
INVESTMENT IN SUBSIDIARIES		3,176			—		—			(3,176	)		—
TOTAL ASSETS	$	283,021		$	66	$	17,295		$	(12,534	)	$	287,848
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	160		$	—	$	—		$	—		$	160
Accounts payable		20,535			—		2,402			—			22,937
Intercompany payable		760			44		(804	)		—			—
Accrued liabilities		22,099			22		3,163			—			25,284
Total current liabilities	$	43,554		$	66	$	4,761		$	—		$	48,381
LONG-TERM DEBT		229,120			—		—			—			229,120
OTHER LONG-TERM LIABILITIES		3,780			—		9,358			(9,358	)		3,780
DEFERRED INCOME TAXES		—			—		—			—			—
SHAREHOLDERS’ EQUITY:
Common stock		17			—		—			—			17
Additional paid-in capital		87,346			—		—			—			87,346
Retained earnings (accumulated deficit)		(80,438	)		—		3,764			(3,764	)		(80,438	)
Accumulated other comprehensive loss		(358	)		—		(588	)		588			(358	)
Total shareholders’ equity		6,567			—		3,176			(3,176	)		6,567
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	283,021		$	66	$	17,295		$	(12,534	)	$	287,848

18

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2008

				Guarantor		Non Guarantor
	Parent			Subsidiary		Subsidiaries			Eliminations			Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,617		$	49	$	3,662		$	—		$	16,328
Accounts receivable—net of allowances		90,636			—		6,402			—			97,038
Inventories, net		68,002			—		5,366			—			73,368
Deferred income taxes		4,159			—		43			—			4,202
Assets held for sale		3,535			—		—			—			3,535
Prepaid expenses and other current assets		10,626			9		53			—			10,688
Total current assets		189,575			58		15,526			—			205,159
PROPERTY, PLANT AND EQUIPMENT, NET		60,993			—		450			—			61,443
GOODWILL		97,096			—		1,258			—			98,354
INTANGIBLE ASSETS, NET		39,164			—		221			—			39,385
OTHER ASSETS, NET		16,913			—		70			(9,358	)		7,625
INVESTMENT IN SUBSIDIARIES		2,410			—		—			(2,410	)		—
TOTAL ASSETS	$	406,151		$	58	$	17,525		$	(11,768	)	$	411,966
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	30,445		$	—	$	—		$	—		$	30,445
Accounts payable		25,263			10		2,135			—			27,408
Intercompany payable		(818	)		17		801			—			—
Accrued liabilities		27,957			31		3,203			—			31,191
Total current liabilities	$	82,847		$	58		6,139		$	—		$	89,044
LONG-TERM DEBT		242,369					—			—			242,369
OTHER LONG-TERM LIABILITIES		4,046			—		9,358			(9,358	)		4,046
DEFERRED INCOME TAXES		7,470			—		(382	)		—			7,088
SHAREHOLDERS’ EQUITY:
Common stock		17			—		—			—			17
Additional paid-in capital		86,135			—		—			—			86,135
Retained earnings (accumulated deficit)		(15,968	)		—		3,039			(3,039	)		(15,968	)
Accumulated other comprehensive loss		(765	)		—		(629	)		629			(765	)
Total shareholders’ equity		69,419			—		2,410			(2,410	)		69,419
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	406,151		$	58	$	17,525		$	(11,768	)	$	411,966

19

COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2009

				Guarantor			Non Guarantor
	Parent			Subsidiary			Subsidiaries			Eliminations			Total
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(64,470	)	$	—		$	725		$	(725	)	$	(64,470	)
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization		11,902			—			137			—			12,039
Stock-based compensation		1,211			—			—			—			1,211
Foreign currency translation gain					—			(393	)		—			(393	)
Gain on repurchase of Senior notes		(2,900	)		—			—			—			(2,900	)
Asset Impairments		69,498			—			—			—			69,498
Deferred taxes		(9,769	)		—			406			—			(9,363	)
Loss on disposal of fixed assets		14			—			—			—			14
Equity in consolidated subsidiaries		(725	)		—			—			725			—
Changes in operating assets and liabilities:
Accounts receivable		24,698			—			2,772			—			27,470
Inventories		11,184			—			(1,048	)		—			10,136
Prepaid expenses and other assets		6,649			(3	)		(2,359	)		—			4,287
Accounts payable		(4,752	)		(10	)		510			—			(4,252	)
Intercompany accounts		1,578			27			(1,605	)		—			—
Accrued liabilities		(6,125	)		(9	)		(312	)		—			(6,446	)
Net cash flow from operating activities		37,993			5			(1,167	)		—			36,831
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures		(2,040	)		—			(38	)		—			(2,078	)
Proceeds from sale of fixed assets		16			—			—			—			16
Net cash flow from investing activities		(2,024	)		—			(38	)		—			(2,062	)
CASH FLOW FROM FINANCING ACTIVITIES:
Net repayments under revolving loan facilities		(30,000	)		—			—			—			(30,000	)
Debt amendment fee		(1,012	)		—			—			—			(1,012	)
Repayment of long -term debt		(10,080	)		—			—			—			(10,080	)
Net cash flow from financing activities		(41,092	)		—			—			—			(41,092	)
Effect of exchange rate on cash and cash equivalents		—			—			73			—			73
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(5,123	)		5			(1,132	)		—			(6,250	)
CASH AND CASH EQUIVALENTS — Beginning of period		12,617			49			3,662			—			16,328
CASH AND CASH EQUIVALENTS — End of period	$	7,494		$	54		$	2,530		$	—		$	10,078
NONCASH ACTIVITY
Unpaid capital expenditures		159			—			—			—			159
Capital lease obligation		—			—			—			—			—
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid (refunded), net		(4,126	)		—			622			—			(3,504	)
Cash interest paid		12,537			—			—			—			12,537

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COLEMAN CABLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008

				Guarantor			Non Guarantor
	Parent			Subsidiary			Subsidiaries			Eliminations			Total
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	4,101		$	—		$	1,466		$	(1,466	)	$	4,101
Adjustments to reconcile net income to net cash flow from operating activities:
Depreciation and amortization		14,574			—			136			—			14,710
Stock-based compensation		1,322			—			—			—			1,322
Deferred taxes		157			—			(100	)		—			57
Loss on disposal of fixed assets		63			—			5			—			68
Equity in consolidated subsidiaries		(1,466	)		—			—			1,466			—
Changes in operating assets and liabilities:
Accounts receivable		2,755			—			2,735			—			5,490
Inventories		7,606			—			(1,795	)		—			5,811
Prepaid expenses and other assets		(2,732	)		—			(1,213	)					(3,945	)
Accounts payable		(6,973	)		(9	)		166			—			(6,816	)
Intercompany accounts		3,240			67			(3,307	)		—			—
Accrued liabilities		(8,432	)		4			(60	)					(8,488	)
Net cash flow from operating activities		14,215			62			(1,967	)		—			12,310
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures		(9,001	)		—			(132	)		—			(9,133	)
Acquisition of businesses, net of cash acquired		(708	)		—			—			—			(708	)
Proceeds from sale of fixed assets		13			—			—			—			13
Net cash flow from investing activities		(9,696	)		—			(132	)		—			(9,828	)
CASH FLOW FROM FINANCING ACTIVITIES:
Net repayments under revolving loan facilities		(5,658	)		—			—			—			(5,658	)
Repayment of long-term debt		(474	)		—			—			—			(474	)
Net cash flow from financing activities		(6,132	)		—			—			—			(6,132	)
Effect of exchange rate on cash and cash equivalents		—			—			66			—			66
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,613	)		62			(2,033	)		—			(3,584	)
CASH AND CASH EQUIVALENTS — Beginning of period		3,835			1			5,041			—			8,877
CASH AND CASH EQUIVALENTS — End of period	$	2,222		$	63		$	3,008		$	—		$	5,293
NONCASH ACTIVITY
Unpaid capital expenditures		220						—			—			220
Capital lease obligation		135			—			—			—			135
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid,net		3,086						1,466			—			4,552
Cash interest paid		15,113			—			—			—			15,113

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ITEM 2. 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 in this report under “Cautionary Note Regarding Forward-Looking Statements” and under “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2008. We assume no obligation to update any of these forward-looking statements. You should read the following discussion in conjunction with our condensed consolidated financial statements and the notes thereto included in this report.

Overview

General

     We are a leading designer, developer, manufacturer and supplier of electrical wire and cable products for consumer, commercial and industrial applications, with operations primarily in the U.S. and, to a lesser degree, Canada. We manufacture and supply a broad line of wire and cable products, which enables us to offer our customers a single source of supply for many of their wire and cable product requirements. We manufacture our products in eight domestic manufacturing facilities and supplement our domestic production with both international and domestic sourcing. We sell our products to a variety of customers, including a wide range of specialty distributors, retailers and original equipment manufacturers (“OEMs”). Virtually all of our products are sold to customers located in the U.S. and Canada.

     Raw materials, primarily copper, comprise the primary component of our cost of goods sold. As the price of copper is particularly volatile, price fluctuations can significantly affect of our sales and profitability. We generally attempt to pass along changes in the price of copper and other raw materials to our customers. However, this has proven difficult recently, reflecting lower overall demand and excess capacity in the wire and cable industry. When the price of copper declines only marginally and slowly over time, we are more likely to maintain our prices. However, the ability to maintain product pricing is limited in the event of significant and rapid declines in the price of copper, particularly when such a decline is coupled with a decline in demand for volume within the industry. The average copper price on the COMEX was $2.15 per pound for the second quarter of 2009, as compared to $3.80 per pound for the second quarter of 2008.

     While our business continues to face recessionary conditions, we did note indications of demand stabilization during the second quarter of 2009 which have continued into the third quarter. Our sales volumes for the second quarter of 2009, while declining significantly from the same quarter last year, showed improvement in latter part of the quarter when compared to earlier periods in 2009. We are encouraged by such signs of demand stabilization, as well as by the positive impact generated from our recent cost-reduction and capacity adjustments. If these factors continue, we believe our performance for the second half of 2009 will improve as compared to our first half results. We continue, however, to manage our business with caution in view of existing recessionary factors. Additionally, we believe our sales volumes for the remainder of 2009, as compared to 2008 levels, will continue to be negatively impacted by the combined impact of difficult macro-economic conditions coupled with our planned downsizing of our OEM segment. Our ability to timely and effectively match our plant capacity to forecasted demand will continue to be a key determinant in our profitability in coming quarters. 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. In this regard, we closed our manufacturing facility in East Longmeadow, Massachusetts in the second quarter of this year and plan to close our Oswego, New York facility in the third quarter of 2009, as further discussed in the “Consolidated Results of Operations” section that follows.

     We made two acquisitions during 2007 (the “2007 Acquisitions”). On April 2, 2007, we acquired 100% of the outstanding equity interests of Copperfield, LLC for $215.4 million and on November 30, 2007 we acquired certain assets of Woods Industries, Inc. and all of the common stock of Woods Industries (Canada) Inc. from Katy Industries, Inc. for $53.8 million.

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Consolidated Results of Operations

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

	Three Months Ended June 30,											Six Months Ended June 30,
	2009						2008					2009						2008
	Amount			%			Amount		%			Amount			%			Amount		%
	(In thousands)											(In thousands)
Net sales	$	112,932			100.0	%	$	267,578		100.0	%	$	230,254			100.0	%	$	520,062		100.0	%
Gross profit		17,010			15.1			28,292		10.6			33,558			14.6			57,141		11.0
Selling, engineering, general and administrative expenses		9,833			8.7			13,480		5.0			20,492			8.9			26,240		5.0
Intangible amortization expense		2,073			1.8			3,106		1.2			4,703			2.0			5,768		1.1
Asset impairments		—			—			—		—			69,498			30.2			—		—
Restructuring charges		1,700			1.5			2,835		1.1			2,357			1.0			3,011		0.6
Operating income (loss)		3,404			3.0			8,871		3.3			(63,492	)		(27.6	)		22,122		4.3
Interest expense		6,366			5.6			7,531		2.8			12,771			5.5			15,335		2.9
Gain on Senior Notes repurchases		(2,900	)		(2.6	)		—		—			(2,900	)		(1.3	)		—		—
Other (income) expense, net		(732	)		(0.6	)		2		—			(393	)		(0.2	)		123		—
Income (loss) before income taxes		670			0.6			1,338		0.5			(72,970	)		(31.7	)		6,664		1.3
Income tax expense (benefit)		370			0.3			495		0.2			(8,500	)		(3.7	)		2,563		0.5
Net income (loss)	$	300			0.3		$	843		0.3		$	(64,470	)		(28.0	)	$	4,101		0.8

     The following is a reconciliation, for the periods indicated, of net income (loss), as determined in accordance with GAAP, to earnings from continuing operations before net interest, income taxes, depreciation and amortization expense (“EBITDA”).

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009			2008
	(In thousands)				(In thousands)
Net income (loss)	$	300	$	843	$	(64,470	)	$	4,101
Interest expense		6,366		7,531		12,771			15,335
Income tax expense (benefit)		370		495		(8,500	)		2,563
Depreciation and amortization expense		5,318		7,052		11,413			13,890
EBITDA	$	12,354	$	15,921	$	(48,786	)	$	35,889

     In addition to GAAP earnings, we also use earnings from continuing operations before net interest, income taxes, depreciation and amortization expense (“EBITDA”) as a means to evaluate the liquidity and performance of our business, including the preparation of annual operating budgets and the determination of levels of operating and capital investments. In particular, we believe EBITDA allows us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. For example, we believe the inclusion of items such as taxes, interest expense and intangible asset amortization can make it more difficult to identify and assess operating trends affecting our business and industry. We also believe EBITDA is a performance measure that provides investors, securities analysts and other interested parties a measure of operating results unaffected by differences in capital structures, business acquisitions, capital investment cycles and ages of related assets among otherwise comparable companies in our industry. However, EBITDA’s usefulness as a performance measure is limited by the fact that it excludes the impact of interest expense, depreciation and amortization expense and taxes. We borrow money in order to finance our operations; therefore, interest expense is a necessary element of our costs and ability to generate revenue. Similarly, our use of capital assets makes depreciation and amortization expense a necessary element of our costs and ability to generate income. Since we are subject to state and federal income taxes, any measure that excludes tax expense has material limitations. Due to these limitations, we do not, and you should not, use EBITDA as the only measure of our performance and liquidity. We also use, and recommend that you consider, net income in accordance with GAAP as a measure of our performance or cash flows from operating activities in accordance with GAAP as a measure of our liquidity. Finally, other companies may define EBITDA differently and, as a result, our measure of EBITDA may not be directly comparable to EBITDA of other companies.

     Note that depreciation and amortization shown in the schedule above excludes amortization of debt issuance costs, which is included in interest expense.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
	(In thousands)						(In thousands)
Net cash flow from operating activities	$	(2,025	)	$	15,842		$	36,831		$	12,310
Interest expense		6,366			7,531			12,771			15,335
Income tax expense (benefit)		370			495			(8,500	)		2,563
Deferred taxes		(432	)		(320	)		9,363			(57	)
Loss on sale of fixed assets		(14	)		—			(14	)		(68	)
Stock-based compensation		(693	)		(719	)		(1,211	)		(1,322	)
Gain on repurchase of Senior Notes		2,900			—			2,900			—
Asset impairments		—			—			(69,498	)		—
Foreign currency translation gain		732			—			393			—
Changes in operating assets and liabilities		5,150			(6,908	)		(31,821	)		7,128
EBITDA	$	12,354		$	15,921		$	(48,786	)	$	35,889

Three Months Ended June 30, 2009 Compared with Three Months Ended June 30, 2008

     Net sales — Net sales for the quarter were $112.9 million compared to $267.6 million for the second quarter of 2008, a decrease of $154.7 million or 57.8%. The decline reflected decreased volumes and lower average copper prices during the second quarter of 2009 as compared to the same quarter last year. For the quarter, our total sales volume (measured in total pounds shipped) decreased 42.5% compared to the second quarter of 2008, with a significant contraction in demand across our business in the face of recessionary conditions prevalent throughout the quarter. While overall volumes were down for the second quarter relative to the same quarter last year, we did note sales volume trends improved in the latter part of the second quarter, as compared to earlier periods in 2009. In addition to the impact of volume declines, a lower average daily selling price of copper cathode on the COMEX, which averaged $2.15 per pound during the second quarter of 2009, as compared to an average of $3.80 per pound for the second quarter of 2008, also negatively impacted net sales for the second quarter of 2009, as compared to the same quarter last year.

     Gross profit — We generated $17.0 million in total gross profit for the quarter, as compared to $28.3 million in the second quarter of 2008, a decline of $11.3 million, or 39.9%. The decline primarily reflects the impact of the above-noted volume declines, with lower gross profit being recorded for the quarter in both our Distribution and OEM segments as compared to the same quarter last year. Our gross profit as a percentage of net sales (“gross profit rate”) for the quarter was 15.1% compared to 10.6% for the second quarter of 2008. Gross profit rates improved within both our Distribution and OEM segments, with significant improvement in our OEM segment gross profit rate. In part, our OEM gross profit rate improvement reflects the positive margin impact of our having reduced sales levels in this segment in late 2008 in areas where we had failed to secure adequate pricing for our products. This was done in order to improve the overall gross profit rate and profitability of the OEM segment. Additionally, the improvement reflects the fact that a significant portion of our business involves the production and sale of products which are priced to earn a fixed dollar margin, which causes our gross profit rate to compress in higher copper price environments, which occurred in the second quarter of 2008.

     Selling, engineering, general and administrative (“SEG&A”) expense — We incurred total SEG&A expense of $9.8 million for the second quarter of 2009, as compared to $13.5 million for the second quarter of 2008. The $3.7 million decrease primarily reflects the impact of lower payroll-related expense as a result of lower total headcounts and lower commission expense given lower overall sales levels. These two factors accounted for $1.5 million and $0.8 million of the total decline, respectively. The remaining $1.4 million decrease reflects lower spending across a number of general and administrative expense areas. Our SEG&A as a percentage of total net sales increased to 8.7% for the second quarter of 2009, as compared to 5.0% for the second quarter of 2008, reflecting the impact of lower expense leverage as our fixed costs were spread over a lower net sales base.

     Intangible amortization expense — Intangible amortization expense for the second quarter of 2009 was $2.1 million as compared to $3.1 million for the second quarter of 2008, with the expense in both periods arising from the amortization of intangible assets recorded in relation to our 2007 Acquisitions. 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 for the second quarter of 2009 was lower than the second quarter of 2008, as a result of lower amortization expense brought about by an impairment charge we recorded during the fourth quarter of 2008 against our then-existing balance in intangible assets and the impact of the aforementioned accelerated amortization methodology.

     Restructuring charges — Restructuring charges for the three months ended June 30, 2009 were $1.7 million, as compared to $2.8 million for the second quarter of 2008. For the second quarter of 2009, these expenses included approximately $1.0 million incurred in

24

connection with our closure of our East Longmeadow, Massachusetts manufacturing facility in May 2009 pursuant to a plan we announced in March 2009. This action was taken in order to align our manufacturing capacity and cost structure with reduced volume levels resulting from the current economic environment. Production from this facility has been transitioned to facilities in Bremen, Indiana, with back up capacity to be provided by our Waukegan, Illinois and Texarkana, Arkansas facilities. The $1.0 million recorded in connection with the East Longmeadow closure primarily included a charge for our estimated obligation for remaining lease payments associated with the lease for this facility and severance and other costs. The remaining $0.7 million primarily consisted of holding costs related to other facilities closed in 2008. For the second quarter of 2008, restructuring charges primarily reflect costs incurred in connection with the integration of our 2007 Acquisitions. We plan to close our Oswego, New York facility during the third quarter of 2009. The production associated with this facility, which is owned, will be shifted to our other facilities, and we anticipate incurring approximately $0.5 million in costs associated with the closure of this facility.

     Interest expense — We incurred $6.4 million in interest expense for the second quarter of 2009, as compared to $7.5 million for the three months ended June 30, 2008. The decrease in interest expense was due primarily to lower average outstanding borrowings in the second quarter of 2009 as compared to the same quarter last year. We had no outstanding borrowings under our Revolving Credit Facility during the second quarter of 2009.

     Gain on Senior Notes repurchases — We recorded a $2.9 million gain in the second quarter of 2009 resulting from our repurchase of $12.8 million in par value of our Senior Notes.

     Income tax expense — We recorded income tax expense of $0.4 million for the quarter compared to an expense of $0.5 million for the second quarter of 2008. The increase in our effective tax rate for the second quarter of 2009, as compared to the second quarter of 2008, reflects the impact of our estimated annual effective tax rate for 2009.

Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008

     Net sales — Net sales for the six months ended June 30, 2009 were $230.3 million compared to $520.1 million for the six months ended June 30, 2008, a decrease of $289.8 million or 55.7%. The decline reflected decreased volumes and lower average copper prices during the six months ended June 30, 2009 as compared to the first half of 2008. For the six months ended June 30, 2009, our total sales volume (measured in total pounds shipped) decreased 41.0% compared to the six months ended June 30, 2008, with a significant contraction in demand across our business in the face of recessionary conditions throughout the first half of 2009. In addition to volume declines, a lower average daily selling price of copper cathode on the COMEX, which averaged $1.86 per pound during the six months ended June 30, 2009, as compared to an average of $3.67 per pound for the six months ended June 30, 2008, also negatively impacted net sales for the six months ended June 30, 2009, as compared to the first half of 2008.

     Gross profit — We generated $33.6 million in total gross profit for the six months ended June 30, 2009, as compared to $57.1 million in the six months ended June 30, 2008, a decline of $23.5 million, or 41.2%. The decline primarily reflects the impact of the above-noted volume declines, with lower gross profit being recorded for the six months ended June 30, 2009, in both our Distribution and OEM segments as compared to the same time period last year. Our gross profit rate for the six months ended June 30, 2009, was 14.6% compared to 11.0% for the six months ended June 30, 2008. Gross profit rates improved within both our Distribution and OEM segments, with significant improvement within our OEM segment as noted above in the discussion of second quarter results.

     Selling, engineering, general and administrative (“SEG&A”) expense — We incurred total SEG&A expense of $20.5 million for the six months ended June 30, 2009, as compared to $26.2 million for the six months ended June 30, 2008. The $5.7 million decrease primarily reflects the impact of lower payroll-related expense as a result of lower total headcounts and lower commission expense given lower overall sales levels. These factors accounted for $3.0 million and $1.5 million of the total decrease, respectively, with the remaining $1.2 million decrease reflecting lower spending across a number of general and administrative expense areas. Our SEG&A as a percentage of total net sales increased to 8.9% for the six months ended June 30, 2009, as compared to 5.0% for the six months ended June 30, 2008, reflecting the impact of lower expense leverage as our fixed costs were spread over a lower net sales base.

     Intangible amortization expense — Intangible amortization expense for the six months ended June 30, 2009 was $4.7 million as compared to $5.8 million for the six months ended June 30, 2008, with the expense in both periods arising from the amortization of intangible assets recorded in relation to our 2007 Acquisitions. As noted above, lower amortization expense in 2009 reflects the impact of an impairment charge we recorded during the fourth quarter of 2008 against our then-existing balance in intangible assets and the accelerated amortization methodology used to amortize these assets.

     Asset impairments — 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 market capitalization, as well as the recessionary economic environment and its then estimated potential

25

impact on our business. Accordingly, we recorded a non-cash goodwill impairment charge of approximately $69.5 million, representing our best estimate of the impairment loss incurred within three of the four reporting units within our Distribution segment: Electrical distribution, Wire and Cable distribution and Industrial distribution. We subsequently finalized this goodwill impairment analysis during the second quarter of 2009, and in connection therewith determined that no further adjustment to the $69.5 million impairment charge was necessary.

     Restructuring charges — Restructuring charges for the six months ended June 30, 2009 were $2.4 million, as compared to $3.0 million for the six months ended June 30, 2008. For the six months ended June 30, 2009, these expenses were primarily incurred in connection with severance for headcount reductions and for certain holding costs incurred relative to the closure of our East Longmeadow facility as noted above in the discussion of our second quarter results, and relative to those facilities closed during 2008. For the six months ended June 30, 2008, restructuring charges primarily reflect costs incurred in connection with the integration of our 2007 Acquisitions.

     Interest expense — We incurred $12.8 million in interest expense for the six months ended June 30, 2009, as compared to $15.3 million for the six months ended June 30, 2008. The decrease in net interest expense was due primarily to lower average outstanding borrowings in the six months ended June 30, 2009 as compared to the same time period last year. We had no outstanding borrowings under our Revolving Credit Facility during the six months ended June 30, 2009.

     Gain on Senior Notes repurchases — As noted above the discussion of second quarter results, we recorded a $2.9 million gain in the second quarter of 2009 resulting from our repurchase of $12.8 million in par value of our Senior Notes.

     Income tax expense (benefit)— We recorded an income tax benefit of $8.5 million for the six months ended June 30, 2009, compared to income tax expense of $2.6 million for the six months ended June 30, 2008. The decline in our effective tax rate for the six months ended June 30, 2009, as compared to the six months ended June 30, 2008, reflects the $69.5 million pre-tax goodwill impairment charge recorded during the six months ended June 30, 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.

Segment Results

     The following table sets forth, for the periods indicated, statements of operations data by segment in thousands of dollars, segment net sales as a percentage of total net sales and segment operating income as a percentage of segment net sales.

	Three Months Ended June 30,												Six Months Ended June 30,
	2009						2008						2009						2008
	Amount			%			Amount			%			Amount			%			Amount			%
	(In thousands)												(In thousands)
Net Sales:
Distribution	$	86,826			76.9	%	$	175,875			65.7	%	$	176,926			76.8	%	$	340,500			65.5	%
OEM		26,106			23.1			91,703			34.3			53,328			23.2			179,562			34.5
Total	$	112,932			100.0	%	$	267,578			100.0	%	$	230,254			100.0	%	$	520,062			100.0	%
Operating Income (Loss):
Distribution	$	7,161			8.2	%	$	16,644			9.5	%	$	14,559			8.2	%	$	32,922			9.7	%
OEM		1,875			7.2			729			0.8			2,367			4.4			3,464			1.9
Total segments		9,036						17,373						16,926						36,386
Corporate		(5,632	)					(8,502	)					(80,418	)					(14,264	)
Consolidated operating income (loss)	$	3,404			3.0	%	$	8,871			3.3	%	$	(63,492	)		(27.6	)%	$	22,122			4.3	%

     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. Depreciation expense is not allocated to segments but is included in manufacturing overhead cost pools and is absorbed into product cost (and inventory) as each product passes through our numerous manufacturing work centers.

Accordingly, as products are sold across our segments, it is impracticable to determine the amount of depreciation expense included in the operating results of each segment.

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Three Months Ended June 30, 2009 Compared with Three Months Ended June 30, 2008

Distribution Segment

     For the quarter, net sales were $86.8 million, as compared to $175.9 million for the second quarter of 2008, a decrease of $89.1 million, or 50.7%. As noted above in our discussion of consolidated results, this decrease was due primarily to a decline in sales volumes and copper prices as compared to the same quarter last year. For the quarter, our total sales volume (measured in total pounds shipped) decreased 35.1% compared to the second quarter of 2008.

     Operating income was $7.2 million for the second quarter of 2009, as compared to $16.6 million for the second quarter of 2008, a decline of $9.4 million, primarily reflecting the above-noted impact on gross profit of decreased sales volumes in 2009, partially offset by lower SEG&A expense. Our segment operating income rate was 8.2% for the quarter, as compared to 9.5% for the same period last year. The decline in the operating income rate was primarily due to lower expense leverage of SEG&A expenses given the lower sales base for the second quarter of 2009 as compared to the same quarter last year.

OEM Segment

     For the quarter, OEM net sales were $26.1 million compared to $91.7 million for the second quarter of 2008, a decrease of $65.6 million, or 71.5%. As noted above in our discussion of consolidated results, this decrease was due primarily to a decline in sales volumes and copper prices as compared to the same quarter last year. For the quarter, our total sales volume (measured in total pounds shipped) decreased 54.6% compared to the second quarter of 2008, in part reflecting decreased demand from existing customers which have been particularly affected by the current economic environment. In addition, as we have noted in the past, our OEM volumes in 2009 relative to 2008 levels reflect our decision in late 2008 to reduce sales to customers within this segment in 2009 as a result of failing to secure adequate pricing for our products from such customers. We believe this decision, while significantly reducing the volume done with certain customers within the segment, was necessary to improve the overall financial performance of the segment.

     Operating income was $1.9 million for the second quarter of 2009, as compared to $0.7 million for the second quarter of 2008, an increase of $1.2 million, as a significant improvement in our OEM gross profit rate and lower SEG&A costs more than offset the impact of the above-noted lower sales levels in 2009. Our segment operating income rate was 7.2% for the quarter, as compared to 0.8% for the same quarter last year, as we generated increased operating income despite significantly lower sales levels, in part due to the above-noted customer and cost rationalization efforts.

Six Months Ended June 30, 2009 Compared with Six Months Ended June 30, 2008

Distribution Segment

     For the six months ended June 30, 2009, net sales were $176.9 million, as compared to $340.5 million for the six months ended June 30, 2008, a decrease of $163.6 million, or 48.0%. As noted above in our discussion of consolidated results, this decrease was due primarily to a decline in sales volumes and copper prices as compared to the six months ended June 30, 2008. For the six months ended June 30, 2009, our Distribution segment sales volume (measured in total pounds shipped) decreased 33.5% compared to the six months ended June 30, 2008.

     Operating income was $14.6 million for the six months ended June 30, 2009, as compared to $32.9 million for the six months ended June 30, 2008, a decline of $18.3 million, primarily reflecting the above-noted impact on gross profit of decreased sales volumes in 2009, partially offset by lower SEG&A expense. Our segment operating income rate was 8.2% for the six months ended June 30, 2009, as compared to 9.7% for the same period last year. The decline in the operating income rate was primarily due to lower expense leverage of SEG&A expenses given the lower sales base for the six months ended June 30, 2009 as compared to the same quarter last year.

OEM Segment

     For the six months ended June 30, 2009, net sales were $53.3 million compared to $179.6 million for the six months ended June 30, 2008, a decrease of $126.3 million, or 70.3%. As noted above in our discussion of consolidated results, this decrease was due primarily to a decline in sales volumes and copper prices as compared to the same quarter last year. For the six months ended June 30, 2009, our total sales volume (measured in total pounds shipped) decreased 52.6% compared to the same time period last year. As

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noted above in the discussion of our second quarter results within the OEM segment, the decline in volume reflects, in part, decreased demand from existing customers which have been particularly affected by the current economic environment, as well as our decision in late 2008 to reduce sales to customers within this segment in 2009 as a result of failing to secure adequate pricing for our products from such customers.

     Operating income was $2.4 million for the six months ended June 30, 2009, as compared to $3.5 million for the six months ended June 30, 2008, a decline of $1.1 million, primarily reflecting a $2.2 million decline in first quarter operating income, partially offset by the above-noted increase in second quarter OEM operating income. Our segment operating income rate was 4.4% for the six months ended June 30, 2009, as compared to 1.9% for the same time period last year, with the increase reflecting the above-noted second quarter improvement in operating income despite significantly lower sales levels, in part due to the above-noted customer and cost rationalization efforts.

Liquidity and Capital Resources

Debt

     The following summarizes long-term debt (including current portion and capital lease obligations) outstanding in thousands of dollars:

	As of		As of
	June 30,		December 31,
	2009		2008
Revolving credit facility expiring April 2, 2012	$	—	$	30,000
Senior notes due October 1, 2012		229,110		242,352
Capital lease obligations		170		462
Total long-term debt, including current portion	$	229,280	$	272,814

     As of June 30, 2009, we had a total of $10.1 million in cash and cash equivalents and no outstanding borrowings under our Revolving Credit Facility. Also, as of June 30, 2009, we have no required debt repayments until our Senior Notes mature in 2012.

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9.875% Senior Notes and Repurchases

     At June 30, 2009, we had $227.2 million in aggregate principal amount outstanding of our 9.875% senior notes, all of which mature on October 1, 2012 (the “Senior Notes”). During the second quarter of 2009, we repurchased $12.8 million in par value of our Senior Notes at a discount to their par value resulting in a pre-tax gain of $2.9 million being recorded in connection with such repurchases. As further explained below, in order to complete these repurchase transactions, we were required to enter into an amendment to our Revolving Credit Facility (defined below). In July 2009, we repurchased an additional $2.2 million in par value of our Senior Notes. We may purchase additional 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 purchase any additional amounts of our Senior Notes.

     A portion of our Senior Notes were issued at a premium in 2007, resulting in proceeds in excess of par value. This premium, adjusted for the above-noted subsequent repurchases, is being amortized to par value over the remaining life of the 2007 Notes.

Revolving Credit Facility

     Our five-year revolving credit facility (the “Revolving Credit Facility”) is a senior secured facility that provides for aggregate borrowings of up to $200 million, 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. At June 30, 2009, we had no borrowings outstanding under the facility, with approximately $78.4 million in remaining excess availability.

     On June 18, 2009, in connection with the above-described Senior Notes repurchases, the Revolving Credit Facility was amended to permit us to spend up to $30 million to redeem, retire or repurchase our Senior Notes so long as (i) no default or event of default exists at the time of the repurchase or would result from the repurchase and (ii) excess availability under the Revolving Credit Facility after giving effect to the repurchase remains above $40 million. Prior to this amendment, we were prohibited from making prepayments on or repurchases of the Senior Notes. The amendment required us to pay an upfront amendment fee of $1 million, and also increased the applicable interest rate margins by 1.25% and the unused line fee increased by 0.25%. Accordingly effective with the June 18, 2009 amendment, interest is payable, at our option, at the agent’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. After taking into consideration the $2.2 million of par value Senior Note repurchases in July 2009, we have the capacity under the amended credit agreement to spend approximately an additional $18.5 million on future Senior Note repurchases.

     Pursuant to the terms of the Revolving Credit Facility, we are required to maintain a minimum of $10 million in excess availability under the facility at all times. Borrowing availability under the Revolving Credit Facility is limited to the lesser of (i) $200 million 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 million sublimit for letters of credit.

     The Revolving Credit Facility is guaranteed by our domestic subsidiary on a joint and several basis, either as a co-borrower of the Company or a guarantor, 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 foreign subsidiary.

     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 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 million. We maintained greater than $30 million of monthly excess availability during the second quarter of 2009.

     In 2007, the Revolving Credit Facility was amended to allow for our acquisition of certain assets of Woods Industries, Inc and the stock of Woods Industries (Canada) Inc. (“Woods Canada”). The amendment also permitted us to make future investments in our Canadian subsidiaries in an aggregate amount, together with the investment made to acquire Woods Canada, not to exceed $25 million.

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     Our Indenture governing the Senior Notes and Revolving Credit Facility contains covenants that limit our ability to pay dividends. As of June 30, 2009, we were in compliance with all of the covenants on our Senior Notes and Revolving Credit Facility.

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 demand for products or significant copper price increases. Conversely, when demand declines or copper prices fall, our working capital requirements generally decline as well. We had no borrowings under our Revolving Credit Facility at June 30, 2009. We may, however, be required to borrow against our Revolving Credit Facility in the future if, among a number of other potential factors, the price of copper increases, 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, debt service and capital expenditures for the foreseeable future. We had no outstanding borrowings against our $200.0 million Revolving Credit Facility and had $78.4 million in excess availability at June 30, 2009, as well as $10.1 million in cash on hand. We have no required debt repayments until our Senior Notes mature in 2012.

     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, debt service and 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 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.

     Net cash provided by operating activities for the six months ended June 30, 2009 was $36.8 million, compared to net cash provided by operating activities of $12.3 million for the six months ended June 30, 2008. The primary factors contributing to the increase in cash provided by operating activities for the second quarter of 2009 compared to the same quarter of 2008 were: (1) a $39.1 million increase in net cash provided from working capital primarily as a function of a decline in the price of copper which remained lower during the first half of 2009 compared to the first half of 2008, and lower volume levels both factors have which , in turn, resulted in lower working capital needs, and (2) a total of $70.1 million in non-cash items contained in net income for the first half of 2009, primarily goodwill impairment charges. In the event volumes either stabilize or decline and copper prices either stabilize or increase during the remainder of 2009, we would not expect continued improvement in our operating cash flows during the balance of 2009, as compared to the first half of 2009, as our first half operating cash flows benefited in large part from a decline in working capital requirements primarily reflecting declines in both copper prices and volumes.

     Net cash used in investing activities for the six months ended June 30, 2009 was $2.1 million due primarily to capital expenditures.

     Net cash used by financing activities for six months ended June 30, 2009 was $41.1 million due to $30.0 million in repayments made under our Revolving Credit Facility during the first quarter of 2009, and $10.8 million used to repurchase a portion of our Senior Notes and amend our Revolving Credit Facility. In July 2009, we used cash on hand as of June 30, 2009 to repurchase an additional $2.2 million of par value of our Senior Notes.

     New Accounting Pronouncements

     In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business Combinations. SFAS No. 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The Statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statement to evaluate the nature and financial effects of the business combination. Our adoption of SFAS No. 141(R) on January 1, 2009 did not have a material impact on our consolidated financial position, results of

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operations or cash flows. The impact SFAS No. 141(R) will have on our consolidated financial statements in future periods will depend upon the nature, terms and size of any acquisitions we may consummate.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 clarifies the definition of fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The Statement does not require any new fair value measurements. SFAS No. 157 was adopted by the Company in the first quarter of 2008 for financial assets and the first quarter of 2009 for non-financial assets. Our adoption of SFAS No. 157 did not have a material impact on our consolidated financial position, results of operations or cash flows.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51. This statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest (minority interest) in a subsidiary and for the deconsolidation of a subsidiary. Under SFAS No. 160, effective January 1, 2009, noncontrolling interests are to be classified as equity in the consolidated financial statements and income and comprehensive income attributed to the noncontrolling interest are to be included in income and comprehensive income. We do not currently have any minority interest components at any of our subsidiaries. Accordingly, the adoption of SFAS No. 160 did not have a material impact on our consolidated financial position, results of operations or cash flows.

     In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133 . SFAS No. 161 expands the disclosure requirements for derivative instruments and hedging activities. This Statement specifically requires entities to provide enhanced disclosures addressing the following: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 was adopted by the Company during the first quarter of 2009 and did not have a material impact on our consolidated financial position, results of operations or cash flows. The required disclosures have been set forth in Note 12 to the condensed consolidated financial statements.

     In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS 165 establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The adoption of FAS 165 did not have a material impact on our consolidated financial statements. For the second quarter of 2009, we evaluated subsequent events through August 6, 2009, the date the condensed consolidated financial statements were issued.

     In June 2009, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 168, The FASB Accounting Standard Codification and the Hierarchy of the Generally Accepted Accounting Principles — a replacement of SFAS No. 162 (SFAS 168), to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We do not believe the adoption of SFAS 168 will have a material impact on our consolidated financial statements.

     There were no significant changes to our critical accounting policies during the second quarter of 2009.

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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 “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 “Item 1A. Risk Factors,” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (available at www.sec.gov) , 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;

• further adverse changes in general economic conditions and capital market conditions;

• changes in the demand for our products by key customers;

• additional impairment charges related to our goodwill and long-lived assets;

• failure of customers to make expected purchases, including customers of acquired companies;

• changes in the cost of labor or raw materials, including PVC and fuel costs;

• failure to identify, finance or integrate acquisitions;

• failure to accomplish integration activities on a timely basis;

• failure to achieve expected efficiencies in our manufacturing and integration consolidations;

• unforeseen developments or expenses with respect to our acquisition, integration and consolidation efforts; and

• other risks and uncertainties, including those described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

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     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. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

     As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, our principal market risks are exposure to changes in commodity prices, primarily copper prices, and exchange rate risk relative to our operations in Canada. As of June 30, 2009, we have no variable-rate borrowings outstanding which would expose us to interest rate risk from variable-rate debt.

     Commodity Risk. Certain raw materials used in our products are subject to price volatility, most notably copper, which is the primary raw material used in our products. The price of copper is particularly volatile and can affect our net sales and profitability. We purchase copper at prevailing market prices and, through multiple pricing strategies, generally attempt to pass along to our customers changes in the price of copper and other raw materials. 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. We do not speculate on copper prices. We record these derivative contracts at fair value on our consolidated balance sheet as either an asset or liability. At June 30, 2009, we had contracts with an aggregate fair value of $0.2 million, consisting of contracts to sell 675,000 pounds of copper in September 2009 and contracts to buy 575,000 pounds of copper at various dates through the end of 2009. A hypothetical adverse movement of 10% in the price of copper at June 30, 2009, with all other variables held constant, would have resulted in a loss in the fair value of our commodity futures contracts of approximately $0.3 million as of June 30, 2009.

     Interest Rate Risk. As of June 30, 2009, we had no variable-rate debt outstanding as we had no outstanding borrowings under our Revolving Credit Facility for which interest costs are based on either the lenders’ prime rate or LIBOR.

     Foreign Currency Exchange Rate Risk. We have exposure to changes in foreign currency exchange rates related to our Canadian operations. Currently, we do not manage our foreign currency exchange rate risk using any financial or derivative instruments, such as foreign currency forward contracts or hedging activities. The strengthening of the Canadian dollar relative to the U.S. dollar had a positive impact on our Canadian results in the second quarter of 2009. We recorded aggregate pre-tax gains of approximately $0.7 and $0.4 million related to exchange rate fluctuations between the U.S. dollar and Canadian dollar for the second quarter and first half of 2009, respectively.

ITEM 4. Controls and Procedures

     Our management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of June 30, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

     There were no changes in our internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(d) and 15d-15(f)) during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II —OTHER INFORMATION

ITEM 1. Legal Proceedings

     We are involved in legal proceedings and litigation arising in the ordinary course of business. In those cases in which 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 litigation that we now face, individually or in the aggregate, will have a material effect on our consolidated financial position, cash flow or results of operations. We maintain insurance coverage for litigation that arises in the ordinary course of our business and believe such coverage is adequate.

ITEM 4. Submission of Matters to a Vote of Security Holders

     We held our Annual Shareholders’ Meeting on April 30, 2009, for the purpose of (i) electing directors and (ii) ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2009.

Each of the nominees for director, as listed in the proxy statement, was elected with the number of votes set forth below.

Name	Votes For		Votes Withheld
David Bistricer (Class III)		14,009,301		196,775
Dennis J. Martin (Class III)		12,492,512		1,713,564
Denis E. Springer (Class III)		14,139,564		66,512

The terms of office of the Class I directors, G. Gary Yetman, Nachum Stein and Isaac M. Neuberger, and the Class II directors, Shmuel D. Levinson, Harmon S. Spolan and James G. London, continued after the 2009 Annual Meeting.

The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2009 was ratified. Of the total votes cast, 14,174,230 were cast for the proposal, 27,725 shares were cast against the proposal, 4,121 shares abstained, and there were no broker non-votes.

ITEM 6. Exhibits

     See Index to Exhibits

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SIGNATURES

     Pursuant to the requirements 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.

	COLEMAN CABLE, INC. (Registrant)
Date: August 6, 2009	By	/s/ G. Gary Yetman
		Chief Executive Officer and President
Date: August 6, 2009	By	/s/ Richard N. Burger
		Chief Financial Officer, Executive
		Vice President, Secretary and Treasurer

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INDEX TO EXHIBITS

Item No.	Description
3.1 —	Certificate of Incorporation of Coleman Cable, Inc., as filed with the Delaware Secretary of State on October 10, 2006, incorporated herein by reference to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
3.2 —	Amended and Restated By-Laws of Coleman Cable, Inc., incorporated herein by reference to our Current Report on Form 8-K as filed on May 5, 2008.
10.1 —	Second Amendment to Amended and Restated Credit Agreement, dated as of June 18, 2009, by and among Coleman Cable, Inc., the Subsidiaries that are signatories thereto, and the lenders that are signatories thereto, incorporated herein by reference to our Current Report on Form 8-K as filed on June 18, 2009.
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.

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EX-31.1

EXHIBIT 31.1

Certification

I, G. Gary Yetman, certify that:

1. I have reviewed this report on Form 10-Q of Coleman Cable, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2009	/s/ G. Gary Yetman
	Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

Certification

I, Richard N. Burger, certify that:

1. I have reviewed this report on Form 10-Q of Coleman Cable, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2009	/s/ Richard N. Burger
	Chief Financial Officer, Executive
	Vice President, Secretary and Treasurer

EX-32.1

EXHIBIT 32.1

     The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re: Coleman Cable, Inc.

Ladies and Gentlemen:

     In accordance with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), each of the undersigned hereby certifies that:

     (i) this Quarterly Report on Form 10-Q, for the period ended June 30, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

     (ii) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Coleman Cable, Inc.

Dated as of this 6th day of August 2009.

/s/ G. Gary Yetman G. Gary Yetman	/s/ Richard N. Burger Richard N. Burger
Chief Executive Officer and President	Chief Financial Officer, Executive
	Vice President, Secretary and Treasurer