Restatement

The Company is restating its consolidated financial statements for the year ended December 31, 2013 to correct errors related to the purchase price allocation for the April 1, 2013 acquisition of our wholly owned subsidiary, Orbital Gas Systems, Ltd. (Orbital), the Company has determined that a deferred tax liability and the related increase in goodwill were not recognized. The deferred tax liability is amortized over the estimated life of the related assets, which reduces the income tax expenses of the Company and results in a positive effect being applied to net income (loss). The Company’s decision to restate the aforementioned consolidated financial statements was made as a result of the determination that a deferred tax liability existed at the date of the business combination when Orbital was acquired. The December 31, 2013 consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and loss, consolidated statements of changes in stockholders’ equity, consolidated statements of cash flows and notes to consolidated financial statements have been restated to correct these errors.

The effect of these error corrections on the consolidated statements of operations was to decrease the net loss by $815,562 for the change in the benefit for taxes. The effect of these corrections on the consolidated statements of comprehensive income and loss was to increase the comprehensive income by $862,433 associated with the decreased net loss and an increase of $46,871 to the foreign currency translation adjustment.

The Company’s consolidated financial statements have been restated as follows:

Consolidated Balance Sheets

	As of December 31, 2013
	As Previously Reported		Adjustments		As Restated
Goodwill, net	$	18,521,427	$	3,927,186	$	22,448,613
Total assets		95,232,405		3,927,186		99,159,591
Accrued tax payables		310,412		(46,608)		263,804
Deferred tax liability		-		3,111,361		3,111,361
Total liabilities		24,736,250		3,064,753		27,801,003
Accumulated deficit		(77,930,497)		815,562		(77,114,935)
Accumulated other comprehnsive income (loss)		1,791,090		46,871		1,837,961

Consolidated Statements of Operations

	For the Year Ended December 31, 2013
	As Previously Reported		Adjustments		As Restated
Provision (benefit) for taxes	$	417,118	$	(815,562)	$	(398,444)
Net (loss) allocable to common stockholders		(1,758,675)		815,562		(943,113)

Consolidated Statements of Comprehensive Income and Loss

	For the Year Ended December 31, 2013
	As Previously Reported		Adjustments		As Restated
Net (loss) allocable to common stockholders	$	(1,758,675)	$	815,562	$	(943,113)
Foreign currency translation adjustment		1,815,426		46,871		1,862,297
Comprehensive Income		56,751		862,433		919,184

	F-10

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Principles of Consolidation

The consolidated financial statements for 2013 include the accounts of CUI Global, Inc. and its wholly owned subsidiaries CUI, Inc., CUI Japan, CUI Properties, LLC and Orbital Gas Systems, Ltd. (included since April 1, 2013), hereafter referred to as the “Company”. The consolidated financial statements for 2012 include the accounts of CUI Global, Inc. and its wholly owned subsidiaries CUI, Inc. and CUI Japan. Significant intercompany accounts and transactions have been eliminated in consolidation.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the U.S., and enhances disclosures about fair value measurements. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

⋅

Level 1 – Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date.

⋅

Level 2 – Pricing inputs are quoted for similar assets, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

⋅

Level 3 – Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, accounts receivable, costs in excess of billings, prepaid expense and other assets, accounts payable, accrued liabilities, billings in excess of costs, unearned revenue, and other liabilities reflected in the accompanying balance sheet approximate fair value at December 31, 2013 due to the relatively short-term nature of these instruments.

	F-11

Cash and Cash Equivalents

Cash includes deposits at financial institutions with maturities of three months or less. The Company at times has cash in banks in excess of FDIC insurance limits and places its temporary cash investments with high credit quality financial institutions. The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents include money market funds, certificates of deposit and commercial paper. At December 31, 2013 and 2012, the Company had $2,964,871 and $250,000, respectively, of cash and cash equivalents balances at domestic financial institutions which were covered under the FDIC insured deposits programs and $137,156 and $0, respectively, at foreign financial institutions covered under the United Kingdom Financial Services Compensation (FSC). At December 31, 2013 the Company held $108,747 in Japanese foreign bank accounts and $6,984,417 in European foreign bank accounts. At December 31, 2012 the Company held $64,497 in Japanese foreign bank accounts and $421 in European foreign bank accounts.

Investments

The Company considers all investments with original maturities over 90 days that mature in less than one year from the balance sheet date to be short-term investments. Both short- and long-term investments primarily include money market funds, certificates of deposit, corporate notes, and commercial paper. Preimums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using a method that approximates the effective interest method. Under this method, dividend and interest income are recognized when earned. At December 31, 2013, CUI Global had $10,868,961 of short-term investments classified as held-to-maturity, which are reported at amortized cost, which approximates market. At December 31, 2013, the Company had $9,750,000 of investments in certificates of deposit which were covered under FDIC insured limits and covered under $500,000 of SIPC insured programs for investments.

Accounts Receivable and Allowance for Uncollectible Accounts

Accounts receivable consist of the receivables associated with revenue derived from product sales. An allowance for uncollectible accounts is recorded to allow for any amounts that may not be recoverable, based on an analysis of prior collection experience, customer credit worthiness and current economic trends. Based on management’s review of accounts receivable, an allowance for doubtful accounts of $285,348 and $130,000 at December 31, 2013 and 2012, respectively, is considered adequate. The reserve in both periods takes into account aged receivables that management believes should be specifically reserved for as well as historic experience with bad debts to determine the total reserve appropriate for each period. Receivables are determined to be past due based on the payment terms of original invoices. The Company grants credit to its customers, with standard terms of Net 30 days. The Company routinely assesses the financial strength of its customers and, therefore, believes that its accounts receivable credit risk exposure is limited. Additionally, the Company maintains a foreign credit receivables insurance policy that covers many of the CUI, Inc. foreign customer receivable balances in effort to further reduce credit risk exposure.

Inventory

Inventories consist of finished and un-finished products and are stated at the lower of cost or market; using the first-in, first-out (FIFO) method as a cost flow convention. At December 31, 2013, and 2012, inventory is valued, net of allowances, at $7,027,644, and $4,843,905, respectively. The allowances for inventory were $549,981, and $250,000 at December 31, 2013 and 2012, respectively. The Company provides allowances for inventories estimated to be excess, obsolete or unmarketable. The Company’s estimation process for assessing the net realizable value is based upon its known backlog, projected future demand, historical usage and expected market conditions. At December 31, 2013, CUI had finished goods of $5,776,916, raw materials of $1,290,851, and work in process of $509,858.

	F-12

Land, Buildings, Furniture, Vehicles, Equipment and Software

Land is recorded at cost and includes expenditures made to ready it for use. Land is considered to have an infinite useful life.

Buildings are recorded at cost and are depreciated over their estimated useful lives.

Furniture, vehicles, equipment and software are recorded at cost and include major expenditures, which increase productivity or substantially increase useful lives.

Maintenance, repairs and minor replacements are charged to expenses when incurred. When furniture, vehicles and equipment is sold or otherwise disposed of, the asset and related accumulated depreciation are removed from this account, and any gain or loss is included in the statement of operations.

The cost of furniture, vehicles, equipment and software is depreciated over the estimated useful lives of the related assets.

Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives for land, buildings, furniture, vehicles, equipment and software are as follows:

		Estimated Useful Life
Land		Infinite
Buildings		39 years
Furniture and equipment		3 to 10 years
Vehicles		3 to 5 years
Software		3 to 5 years

Long-Lived Assets

Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. In performing the review for recoverability, the future cash flows expected to result from the use of the asset and its eventual disposition are estimated. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the long -lived asset, an impairment loss is recognized as the excess of the carrying amount over the fair value. Otherwise, an impairment loss is not recognized. Management estimates the fair value and the estimated future cash flows expected. Any changes in these estimates could impact whether there was impairment and the amount of the impairment.

Identifiable Intangible Assets

Intangible assets are stated at cost net of accumulated amortization and impairment. The fair value for intangible assets acquired through acquisitions is measured at the time of acquisition utilizing the following inputs, as needed:

Inputs used to measure fair value are unadjusted quote prices available in active markets for the identical assets or liabilities if available.

	F-13

Inputs used to measure fair value, other than quoted prices included in 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in inactive markets. This includes assets and liabilities valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full life of the asset.

Inputs used to measure fair value are unobservable inputs supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Expert appraisal and fair value measurement as completed by third party experts.

The following are the estimated useful life for the intangible assets:

	Estimated
	Useful
	Life
Finite-lived intangible assets
Order backlog		2
Tradename - Orbital		10
Tradename - V-Infinity		5
Customer list - Orbital		10
Technology rights		20*
Technology-Based Asset-Know How		12
Technology -Based Asset - Software		10
Patents		**
Other intangible assets		***

Indefinite-lived intangible assets
Tradename - CUI		****
Customer list - CUI		****
Patents pending technology		****

* Technology rights are amortized over a twenty year life or the term of the rights agreement.

** Patents are amortized over the life of the patent. Any patents not approved will be expensed at that time.

*** Other intangible assets are amortized over their estimated useful life based.

	F-14

**** Indefinite-lived intangible assets are reviewed annually for impairment and when circumstances suggest.

Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

CUI Global has adopted ASU 2011-08, which simplifies how an entity is required to test goodwill for impairment. The ASU allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under this ASU, CUI is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. We adopted ASU 2011-08 during the year ended December 31, 2013. The adoption of ASU 2011-08 did not have an impact on our consolidated financial statements. The Company tests for goodwill impairment in the second quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

As detailed in ASC 350-20-35-3A, in performing its testing for goodwill, management completes a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete this review, management follows the steps in ASC 350-20-35-3C to evaluate the fair values of the intangibles and goodwill and considers all known events and circumstances that might trigger an impairment of goodwill. In 2011, 2012 and 2013, the analysis, determined that there was no impairment necessary to goodwill. Through these reviews, management concluded that there were no events or circumstances that triggered an impairment (and there was no expectation that a reporting unit or a significant portion of a reporting unit would be sold or otherwise disposed of in the following year), therefore, no further analysis was necessary to prepare for goodwill impairment beyond the steps in 350-20-35-3C in accordance with ASU 2011-08.

Investment – Equity Method

Through the acquisition of CUI, Inc. the Company obtained 352,589 common shares (representing an 11.54% interest at December 31, 2012; and 11.54% interest thru June 30, 2013 and 8.62% thereafter) in Test Products International, Inc., hereafter referred to as TPI. TPI is a provider of handheld test and measurement equipment. Under the equity method, investments are carried at cost, plus or minus the Company’s proportionate share, based on present ownership interests, of: (a) the investee’s profit or loss after the date of acquisition; (b) changes in the Company’s equity that have not been recognized in the investee’s profit or loss; and (c) certain other adjustments. CUI Global enjoys a close association with this affiliate through common Board of Director membership and participation that allows for a significant amount of influence over affiliate business decisions. Accordingly, for financial statement purposes, the Company accounts for its investment in this affiliated entity under the equity method. A summary of the financial statements of the affiliate for the years ended December 31, 2013 and 2012 are as follows:

	F-15

	2013		2012		2011
Current assets	$	6,224,234	$	6,509,736	$	5,532,030
Non-current assets		255,709		540,518		577,335
Total Assets	$	6,479,943	$	7,050,254	$	6,109,365

Current liabilities	$	2,275,489	$	3,272,360	$	2,696,409
Non-current liabilities		687,019		1,203,826		1,355,370
Stockholders' equity		3,517,435		2,574,068		2,057,586
Total Liabilities and Stockholders' Equity	$	6,479,943	$	7,050,254	$	6,109,365

Revenues	$	13,779,288	$	12,538,711	$	12,280,892
Operating income		1,049,083		757,484		598,691
Net profit		299,422		516,482		359,254
Other comprehensive profit (loss):
Foreign currency translation adjustment		33,668		-		-
Comprehensive net profit		333,090		516,482		359,254
Company share of Net Profit (11.54% thru June 30, 2013, 8.62% thereafter)		24,766		59,623		41,472
Equity investment in affiliate	$	283,011	$	258,244	$	198,621

Patent Costs

The Company estimates the patents it has filed have a future beneficial value; therefore it capitalizes the costs associated with filing for its patents. At the time the patent is approved, the patent costs associated with the patent are amortized over the useful life of the patent. If the patent is not approved, at that time the costs will be expensed.

Derivative instruments

The Company uses various derivative instruments including forward currency contracts, and interest rate swaps to manage certain exposures. These instruments are entered into under the Company’s corporate risk management policy to minimize exposure and are not for speculative trading purposes. The Company recognizes all derivatives as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. Changes in the fair value of derivatives are recognized in earnings.

Derivative Liabilities

The Company evaluates embedded conversion features and freestanding warrants pursuant to FASB Accounting Standards Codification No. 815 (“FASB ASC 815”), “Derivatives and Hedging”, which requires a periodic valuation of the fair value of derivative instruments and a corresponding recognition of liabilities associated with such derivatives.

Stock-Based Compensation

The Company accounts for stock based compensation using FASB Accounting Standards Codification No. 718 (“FASB ASC 718”), “Compensation – Stock Compensation”. FASB Codification No. 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related vesting period. Employee stock compensation is recorded at fair value using the Black Scholes Pricing Model. The underlying assumptions used in the Black Scholes Pricing Model by the Company are taken from publicly available sources including: (1) volatility which is calculated using historic stock price information from online finance websites such as Google Finance and Yahoo Finance; (2) the stock price on the date of grant is obtained from online finance websites such as those previously noted; (3) the appropriate discount rates are obtained from the United States Federal Reserve economic research; and (4) data website and other inputs are determined based on previous experience and related estimates. With regards to expected volatility, the Company determined the use of the volatility for the most recent twelve month period historical share prices for CUI Global best reflect the expected volatility for determining the fair value of our stock options due to the significant changes to the Company, including the 2013 equity raise, acquisition of Orbital, increased institutional ownership and other such factors that have impacted volatility. The Company may change its expected volatility factor to include a longer historical period, once the Company has remained consistent with regards to the aforementioned factors.

	F-16

See Note 12., for additional disclosure and discussion of the employee stock plan and activity.

Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by FASB ASC 505, which is measured as of the date required by FASB ASC 505, “Equity – Based Payments to Non-Employees”. In accordance with FASB ASC 505, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the performance completion date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed based off an estimate of the fair value of the stock award as valued under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

Revenue Recognition

Product revenue is recognized in the period when persuasive evidence of an arrangement with a customer exists, the products are shipped and title has transferred to the customer, the price is fixed or determinable, and collection is reasonably assured. The Company sells to distributors pursuant to distribution agreements that have certain terms and conditions such as the right of return and price protection which inhibit revenue recognition unless they can be reasonably estimated as we cannot assert the price is fixed and determinable and estimate returns. For one distributor that comprises 33% of revenue, we have such history and ability to estimate and therefore recognized revenue upon sale to the distributor and record a corresponding reserve for the estimated returns. For a different distributor arrangement that represents 2% of revenue, we do not have sufficient history to reasonably estimate price protection reserve and the right of return and accordingly defer revenue and the related costs until such time as the distributor resells the product.

Revenues and related costs on production type contracts, are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Contract costs plus recognized profits are accumulated as deferred assets, and billings and/or cash received are recorded to a deferred revenue liability account. The net of these two accounts for any individual project is presented as "Costs in excess of billings," an asset account, or "Billings in excess of costs," a liability account.At December 31, 2013, the Costs in excess of billings balance was $552,012 and the Bilings in excess of costs balance was $6,787,231.

Production type contracts that do not qualify for use of the percentage of completion method are accounted for using the “completed contract method” of accounting in accordance with ASC 605-35-25-57. Under this method, contract costs are accumulated as deferred assets, and billings and/or cash received is recorded to a deferred revenue liability account, during the periods of construction, but no revenues, costs, or profits are recognized in operations until the period within which completion of the contract occurs. A contract is considered complete when all costs except insignificant items have been incurred; the equipment is operating according to specifications and has been accepted by the customer.

	F-17

Shipping and Handling Costs

Amounts billed to customers in sales transactions related to shipping and handling represent revenues earned for the goods provided and are included in sales, and were $41,312, $53,539 and $60,628 for the years ended December 31, 2013, 2012 and 2011, respectively. The Company expenses inbound shipping and handling costs as cost of revenues.

Warranty Reserves

A warranty reserve liability is recorded based on estimates of future costs on sales recognized. At December 31, 2013, the balance of approximately $0.2 million for warranty reserve liability is included in accrued expenses on the balance sheet. There was no warranty reserve recorded at December 31, 2012 or 2011.

Advertising

The costs incurred for producing and communicating advertising are charged to operations as incurred. Advertising expense for the years ended December 31, 2013, 2012 and 2011 were $1,129,898, $872,250 and $837,584, respectively. In addition to these advertising costs, the Company also incurs advertising related costs for advertising completed in partnership with our distributors. These costs are offset against revenues. During 2013, 2012 and 2011, the advertising costs offset against revenues were $312,557, $0 and $0, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method of FASB Accounting Standards Codification No. 740 (“FASB ASC 740”), “Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date.

Valuation allowances have been established against domestic based deferred tax assets due to uncertainties in the Company’s ability to generate sufficient taxable income in future periods to make realization of such assets more likely than not. An income tax benefit has not been recognized for its operating losses generated during 2013 and 2012 based on uncertainties concerning the ability to generate taxable income in future periods. There was no income tax receivable at December 31, 2013 and 2012. In future periods, tax benefits and related domestic deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense.

The Company’s Federal and State tax returns for the years 2010-2013 remain open to examination by the tax authorities.

Net Loss per Share

In accordance with FASB Accounting Standards Codification No. 260 (“FASB ASC 260”), “Earnings per Share”, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. The weighted average shares outstanding includes 11,804 of shares that are outstanding but unissued as of December 31, 2013 for strategic consulting services regarding the testing and demonstration of the GasPT2 technology rendered since August 6, 2013 and to be rendered thru August 5, 2014 in accordance with the terms of the contract agreement as well as shares to be issued in accordance with a royalty agreement pertaining to sales of the GasPT2 devices.

	F-18

Diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares outstanding as of December 31, 2013, 2012 and 2011, which consist of options, warrants, and convertible preferred stock, have been excluded from the diluted net loss per common share calculations because they are anti-dilutive. Accordingly, diluted net loss per share is the same as basic net loss per share for 2013, 2012 and 2011. The following table summarizes the potential common stock shares at December 31, 2013, 2012 and 2011, which may dilute future earnings per share.

	2013		2012		2011
Convertible preferred stock		-		-		9,266
Warrants and options, vested		410,593		262,952		211,861
		410,593		262,952		221,127

Any common shares issued as a result of stock options or warrants would come from newly issued common shares, from our remaining authorized shares.

Foreign Currency Translation

The financial statements of the Company's foreign offices have been translated into U.S. dollars in accordance with FASB ASC 830, “Foreign Currency Matters” (FASB ASC 830). All balance sheet accounts have been translated using the exchange rate in effect at the balance sheet date. Income statement amounts have been translated using an appropriately weighted average exchange rate for the year. The translation gains and losses resulting from the changes in exchange rates during 2013, 2012 and 2011 have been reported in accumulated other comprehensive income, except for gains and losses resulting from the translation of intercompany receivables and payables, which are included in earnings for the period.

Segment Reporting

For the years ended December 31, 2012 and 2011, the Company operated in one operating segment based on the activities for the company in accordance with ASC 280-10. Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

The Company did not disaggregate profit and loss information on a segment basis for internal management reporting purposes to our chief operating decision maker group which consists of our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, and therefore such information is not presented for the years ended December 31, 2012 and 2011.

The 10-K filing for the year ended 2011 presented five operating segments based on the products offered, which included: External Power, Internal Power, Industrial Controls, Discontinued Operations and Other. Management determined that presenting these as a consolidated segment is the best presentation as the business activities of CUI Global in 2011 were not organized on the basis of differences related to products, services or geography. The Company’s chief operating decision maker looked at the operations as a whole when making operating decisions and allocating resources for the year ended December 31, 2011.

	F-19

Following the acquisition of Orbital Gas Systems Limited in April 2013, management has identified three operating segments based on the activities of the company in accordance with the ASC 280-10. The three segments are Power and Electro-Mechanical, Gas and Other. The Power and Electro-Mechanical segment is focused on the operations of CUI, Inc. and CUI Japan for the sale of internal and external power supplies and related components, industrial controls and test and measurement devices. The Gas segment is focused on the operations of Orbital Gas Systems Limited which includes gas related test and measurement systems, including the GasPT2. The Other segment represents the remaining activities that do not meet the threshold for segment reporting and are combined.

The following information represents segment activity for the year ended December 31, 2013:

	Power and Electro- Mechanical		Gas (restated)		Other		Totals (restated)
Revenues from external customers	$	42,795,060	$	17,856,605	$	-	$	60,651,665
Depreciation and amortization	$	864,587	$	2,411,112	$	3,375	$	3,279,074
Earning from equity investment	$	24,766	$	-	$	-	$	24,766
Interest expense	$	113,694	$	6,293	$	322,862	$	442,849
Income (loss) from operations	$	3,406,967	$	(37,860)	$	(3,475,944)	$	(106,837)
Segment assets	$	40,445,788	$	42,127,016	$	16,586,787	$	99,159,591
Intangible assets	$	8,339,470	$	15,161,486	$	11,438	$	23,512,394
Goodwill, net	$	13,036,471	$	9,412,142	$	-	$	22,448,613
Expenditures for segment assets	$	2,003,037	$	935,081	$	-	$	2,938,118

Reclassification

Certain amounts from the prior period have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” This update simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. This updated guidance did not have a material impact on our results of operations, cash flows or financial condition.

In December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet (Topic 21): Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update were retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

	F-20

In July 2012, the FASB issued Accounting Standards Update 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” This update updated guidance on the periodic testing of indefinite-lived intangible assets, other than goodwill, for impairment. This updated guidance will allow companies the option to first assess qualitative factors to determine if it is more-likely-than-not that an indefinite-lived intangible asset might be impaired and whether it is necessary to perform the quantitative impairment test required under current accounting standards. This guidance became applicable for reporting periods beginning after September 15, 2012. This updated guidance did not have a material impact on our results of operations, cash flows or financial condition.

In January 2013, the FASB issued Accounting Standards Update 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This update is applicable to entities that have derivatives accounted for in accordance with Topic 815 that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The ASU became effective for fiscal years beginning on or after January 1, 2013. This update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

In February 2013, the FASB issued Accounting Standards Update 2013-02, “Comprehensive Income (Topice 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. This guidance becane effective prospectively for reporting periods beginning after December 15, 2012. This update only requires additional disclosures, as such, the adoption of this standard did not have a material impact on our results of operations, cash flows or financial condition.

In March 2013, the FASB issued Accounting Standards Update 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 provides updated guidance to clarify a parent company’s accounting for the release of the cumulative translation adjustment into net income upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. This guidance will be effective for periods beginning after December 15, 2013, and is to be applied prospectively to derecognition events occurring after the effective date. This ASU is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures.

In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Credit Carryforward Exists.” ASU No 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carry forward exists. The amendments in this update will be effective for fiscal years and interim reporting periods beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively for all unrecognized tax benefits that exist as of the effective date. Retrospective application is permitted. The adoption of this provision is not expected to have a material impact on the Company’s financial condition or results of operations.

	F-21

3. INVESTMENTS AND FAIR VALUE MEASUREMENTS

The Company’s fair value hierarchy for its cash equivalents, marketable securities and derivative instruments as of December 31, 2013 and December 31, 2012, respectively, was as follows:

December 31, 2013	Level 1		Level 2		Level 3		Total
Money market securities	$	5,367,633	$	-	$	-	$	5,367,633
Certificates of Deposit	$	9,750,000	$	-	$	-		9,750,000
Commerical Paper	$	-	$	999,789	$	-		999,789
Corporate Notes	$	-	$	1,118,961	$	-		1,118,961
Total assets	$	15,117,633	$	2,118,750	$	-	$	17,236,383
Derivative instrument payable	$	-	$	-	$	427,818		427,818
Total liabilities	$	-	$	-	$	427,818	$	427,818

December 31, 2012	Level 1		Level 2		Level 3		Total
Money market securities	$	2,242,076	$	-	$	-	$	2,242,076
Total	$	2,242,076	$	-	$	-	$	2,242,076

4. ACQUISITION

Effective April 1, 2013, CUI Global closed on a share purchase agreement to acquire 100% of the equity interest in Orbital Gas Systems Limited, a company organized under the laws of England and Wales (“Orbital”), from Orbital’s sole shareholder. The purchase price for the acquisition of Orbital was £17,000,000 British pounds sterling (“£”), ($26,205,500), subject to purchase price adjustments, 100% of the purchase price was paid in cash. To secure indemnification obligation, 5.0% of the purchase price, or £850,000, was held in escrow through December 1, 2013.

	F-22

We funded the consideration paid to the shareholder of Orbital with a portion of the net proceeds received from a public offering of our $0.001 par value common stock that was registered on an SEC Form S-1 registration statement declared effective by the SEC on April 11, 2013. Subsequent to closing on this acquisition, Orbital Gas Systems, Ltd. became a wholly owned subsidiary of CUI Global, Inc.

The acquisition was accounted for using the acquisition method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.

The allocation of the purchase price is as follows:

Purchase price	$	26,205,500
Cash and cash equivalents		8,495,993
Trade accounts receivable		5,597,361
Unbilled accounts receivable		66,109
Inventory		445,119
Costs in excess of billings		350,943
Other current assets		20,892
Property & equipment		1,562,908
Intangible, customer lists		7,180,307
Intangible, order backlog		3,434,462
Intangible, tradename		1,846,717
Intangible, technology-based asset know how		2,908,811
Intangible, technology-based asset software		630,474
Goodwill (restated)		8,799,622
Liabilities assumed (restated)		(11,419,029)
Deferred tax liability (restated)		(3,715,189)
	$	26,205,500

Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired workforce and infrastructure and expected synergies from the combination of operations as it pertains to the gas segment of CUI Global.

The table below summarizes the unaudited condensed pro forma information of the results of operations of CUI Global, Inc. for the years ended December 31, 2013 and 2012 as though the acquisition had been completed as of January 1, 2013 and 2012:

	For the years ended December 31, 2013
		CUI Global		Orbital Gas Systems Ltd.			Adjustments (restated)		Pro Forma (restated)
Gross revenue	$	60,651,665	$	4,569,510		$	-	$	65,221,175
Total expenses		61,594,778		5,383,677	(1)		588,343		67,566,798
Net profit (loss)	$	(943,113)	$	(814,167)				$	(2,345,623)

	For the years ended December 31, 2012
		CUI Global		Orbital Gas Systems Ltd.			Adjustments (restated)		Pro Forma (restated)
Gross revenue	$	41,084,589	$	23,017,544	(2)	$	2,369,742	$	66,471,875
Total expenses	$	43,610,910	$	18,964,674	(3)	$	4,848,084	$	67,423,668
Net profit (loss)	$	(2,526,321)	$	4,052,870				$	(951,793)

(1)

Adjustment to recognize the amortization expense of $731,345 of acquisition related intangible assets and the provision for tax benefit of $143,001 associated with the deferred tax liability as though the acquisition had occurred at the beginning of the period.

(2)

Adjustment to recognize US GAAP adjustments for percentage of completion revenues of $2,369,742 completed during the period.

(3)

Adjustment for US GAAP recognition of $2,369,984 of cost of revenues on percentage of completion revenues recognized under US GAAP, $3,007,368 of amortization of acquisition related intangible assets, and provision for tax benefit of $614,415 associated with the deferred tax liability as though the acquisition had occurred at the beginning of the period and $85,147 for US GAAP adjustment for accrued compensation.

The above unaudited condensed pro forma information does not purport to represent what the Companies’ combined results of operations would have been if such transactions had occurred at the beginning of the periods presented, and are not indicative of future results.

	F-23

5. PROPERTY AND EQUIPMENT, NET

Property and equipment is summarized as follows at December 31, 2013 and 2012:

	2013		2012
Land	$	1,294,840	$	-
Building	$	5,264,992	$	-
Equipment		3,474,005		2,577,681
Computers and software		865,146		883,408
		10,898,983		3,461,089
Less accumulated depreciation		(2,692,420)		(2,444,870)
	$	8,206,563	$	1,016,219

Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $756,871, $579,861 and $520,959, respectively.

During the year ended December 31, 2013, the Company disposed of $360,813 of property and equipment with an accumulated depreciation at disposal of $350,298 and recognized a loss on disposal of $10,515.

During 2013, the Company acquired our Tualatin, Oregon headquarters facility. For further discussion regarding this asset purchase, see Note 9. Notes Payable.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

At December 31, 2013 and 2012, the gross carrying amount and accumulated amortization of intangible assets, other than goodwill, are as follows:

		December 31,				Identifiable		December 31,				Identifiable
	*	2013				Intangible		2012				Intangible
	Estimated	Gross				Assets, less		Gross				Assets, less
	Useful	Carrying		Accumulated		Accumulated		Carrying		Accumulated		Accumulated
	Life	Amount		Amortization		Amortization		Amount		Amortization		Amortization
Finite-lived intangible assets
Order backlog	2	$	3,673,526	$	(1,377,572)	$	2,295,954	$	-	$	-	$	-
Tradename - Orbital	10		1,975,262		(148,141)		1,827,121		-		-		-
Trade mark and tradename - V-Infinity	5		1,095,400		(328,620)		766,780		1,095,400		(109,540)		985,860
Customer list - Orbital	10		7,680,110		(576,012)		7,104,098		-		-		-
Technology rights	20**		715,863		(122,790)		593,073		303,664		(77,779)		225,885
Technology-Based Asset-Know How	12		3,111,286		(194,455)		2,916,831		-		-		-
Technology -Based Asset - Software	10		674,359		(50,574)		623,785		-		-		-
Debt offering costs			-		-		-		220,000		(177,222)		42,778
Other intangible assets	***		156,970		(73,633)		83,337		154,470		(49,106)		105,364
			19,082,776		(2,871,797)		16,210,979		1,773,534		(413,647)		1,359,887

Indefinite-lived intangible assets
Trademark and trade name - CUI			4,892,856		-		4,892,856		4,892,856		-		4,892,856
Customer list - CUI			1,857,000		-		1,857,000		1,857,000		-		1,857,000
Patents pending technology			551,559		-		551,559		551,559		-		551,559
			7,301,415		-		7,301,415		7,301,415		-		7,301,415

Identifiable intangible assets		$	26,384,191	$	(2,871,797)	$	23,512,394	$	9,074,949	$	(413,647)	$	8,661,302

* All intangibles are reviewed annually for impairment, or sooner if circumstances change.

** Technology rights are amortized over a twenty year life or the term of the rights agreement.

*** Other intangible assets are amortized over an appropriate useful life, as determined by management in relation to the other intangible asset characteristics.

Management reviews the goodwill and other intangible assets for impairment when facts or circumstances suggest. As of December 31, 2013, management has evaluated the finite-lived and indefinite-lived goodwill and other intangible assets and believes no additional impairment exists.

Amortization expense from continuing operations for the years ended December 31, 2013, 2012 and 2011 amounted to approximately $2,522,203, $150,432 and $249,805, respectively.

As of December 31, 2013, and 2012, the carrying amount of goodwill was $22,448,613 and $13,046,358. The increase in goodwill during 2013 is related to the acquisition of Orbital Gas Systems Limited. The estimated fair value of our goodwill could change if the Company is unable to achieve operating results at the levels that have been forecasted, the market valuation of our business decreases based on transactions involving similar companies, or there is a permanent, negative change in the market demand for the products and services offered by the Company. These changes could result in an impairment of the existing goodwill balance that could require a material non-cash charge to our results of operations.

	F-24

Order backlog

As of December 31, 2013, $3,673,526 of costs related to Orbital order backlog have been capitalized. Amortization expense of order backlog during 2013 was $1,311,540 compared to $0 and $0 in 2012 and 2011, respectively, as this asset was acquired with the acquisition Orbital in 2013. The estimated annual amortization expense related to order backlog as of December 31, 2013 is expected to be $1,836,763 in 2014 and $459,191 in 2015.

Trademarks and trade name

As of December 31, 2013, $4,892,856 of costs related to CUI, $1,095,400 of costs related to the V-Infinity brand, and $1,975,262 related to Orbital trademarks and trade names have been capitalized. Amortization expense of trademarks and trade names during 2013 was $360,124 compared to $109,540 and $0 in 2012 and 2011, respectively. During 2012, management determined that the intangible, trademark and trade name V-Infity had an estimated useful life remaining of 5 years, and an impairment of $278,428 was necessary. The estimated annual amortization expense related to trademarks and trade names as of December 31, 2013 is expected to be $416,606 in 2014, $416,606 in 2015, $416,606 in 2016, $307,066 in 2017, $197,526 in 2018 and $839,491 thereafter.

Customer lists

As of December 31, 2013, $7,680,110 of costs related to the Orbital customer lists and $1,857,000 related to the CUI customer lists have been capitalized. Amortization expense of customer lists during 2013, 2012 and 2011 was $548,398, $0 and $0, respectively. The estimated annual amortization of the intangible, customer list Orbital as of December 31, 2013 is expected to be $768,011 in 2014, $768,011 in 2015, $768,011 in 2016, $768,011 in 2017, $768,011 in 2018 and $3,264,043 thereafter.

	F-25

Technology rights

As of December 31, 2013, $715,863 of costs related to technology rights have been capitalized. Technology rights are amortized over a twenty year life. Amortization expense of technology rights during 2013 was $44,328 compared to $26,510 in 2012 and $245,144 in 2011. The estimated annual amortization expense related to existing technology rights as of December 31, 2013 is expected to be $67,728 in 2014, $63,062 in 2015, $53,728 in 2016, $53,728 in 2017, $53,728 in 2018 and $301,099 thereafter.

Technology-based assets

As of December 31, 2013, $3,111,286 of technology-based assets know how have been capitalized. Also at December 31, 2013, $674,359 of technology-based assets software have been capitalized. Amortization expense of technology-based assets during 2013, 2012 and 2011 was $233,287, $0 and $0, respectively, as these assets were acquired in 2013 with the acquisition of Orbital. The estimated annual amortization expense related to existing technology-based assets as of December 31, 2013 is expected to be $326,710 in 2014, $326,710 in 2015, $326,710 in 2016, $326,710 in 2017, $326,710 in 2018 and $1,907,068 thereafter.

Debt offering costs

As of December 31, 2013, $0 of debt offering costs related to payments issued in efforts to secure debt financing for the Company have been capitalized and amortized over the life of the applicable loan. Amortization expense of debt offering costs during 2013 was $42,777 compared to $73,333 in 2012 and $334,747 in 2011. The debt offering costs were fully amortized in 2013.

Other intangible assets

As of December 31, 2013, $156,970 of other intangible assets have been capitalized. These assets are amortizing over various estimated useful lives based on their individual characteristics. During 2013, 2012 and 2011, the amortization expense related to other intangible assets was $24,526, $14,382 and $4,661, respectively. The estimated annual amortization expense related to existing other intangible assets as of December 31, 2013 is expected to be $24,527 in 2014, $24,527 in 2015, $21,886 in 2016, $7,632 in 2017, $665 in 2018 and $4,100 thereafter.

	F-26

CAPITAL LEASES

The following is an analysis of the leased property under capital leases by major classes as of December 31, 2013 and 2012:

	Asset Balances at
	December 31,		December 31,
Classes of Property	2013		2012
Motor vehicles	$	336,713	$	-
Equipment		23,438		-
Less: Accumulated depreciation		(162,765)		-
	$	197,386	$	-

The following summarizes the current and long term portion of capital leases at December 31, 2013 and 2012:

	Balances at
	December 31,		December 31,
	2013		2012
Current leases payable	$	83,904	$	-
Long term leases payable		58,363		-
	$	142,267	$	-

		2014			2015			2016			2017			2018			Thereafter			Total
Minimum lease payments		$	83,904		$	18,752		$	14,663		$	11,390		$	10,165		$	3,393		$	142,267

INSTRUMENTS AND RISK MANAGEMENT

The Company has limited involvement with derivative instruments and does not trade them. The Company does use derivatives to manage certain interest rate and foreign currency exchange rate exposures.

As at December 31, 2013, 2012 and 2011, the Company had no derivative instruments designated as effective hedges.

From time to time, to minimize risk associated with foreign currency exposures on receivables for sales denominated in foreign currencies, the Company enters into various foreign currency forward exchange contracts which are intended to minimize the currency exchange rate exposure from expected future cash flows. The forward currency contracts have maturity dates of up to one year at the date of inception. At December 31, 2013, the notional amount for these foreign currency forward exchange contracts outstanding was $462,477.

We also entered into an interest rate swap which has a maturity date of ten years from the date of inception.

In conjunction with the mortgage note payable for the purchase of the headquarters facility completed in 2013, the Company entered into a Swap Transaction Confirmation agreement effective October 1, 2013 incorporating the terms and definitions of the International Swaps and Derivatives Association, Inc. (ISDA) that effectively fixes our effective annual interest rate at 6.27%.

The impact of these instruments on the income statement in 2013, 2012 and 2011 is summarized below:

	Location of Gain (Loss) Recognized in Income		Amount of Gain (Loss) Recognized in Income
			2013	2012		2011
Foreign currency forward exchange contracts:	Other income	$	2,468	$	-	$	-
	Other (expense)		(271)		-		-
Interest rate swap:
	Derivative (expense)		427,818		-		-

	F-27

NOTES PAYABLE

Notes payable is summarized as follows at December 31, 2013 and 2012:

	December 31,
	2013		2012
(a) Promissory Note - bank	$	3,681,056	$	-
(b) Acquisition Note Payable		5,303,683		7,303,683
Ending Balance	$	8,984,739	$	7,303,683

(a)

On October 1, 2013, the funding of the purchase of our Tualatin, Oregon corporate offices from Barakel, LLC was completed. The purchase price for this asset was $5,050,000. The purchase was funded, in part, by a promissory note payable to Wells Fargo Bank in the amount of $3,693,750 plus interest at the rate of 2% above LIBOR, payable over ten years with a balloon payment due at maturity. It was secured by a deed of trust on the purchased property which was executed by CUI Properties, LLC and guaranteed by CUI Global, Inc. During 2013, the Company made principal payments of $12,694 against the mortgage promissory note payable. At December 31, 2013, the balance owed on the mortgage promissory note payable was $3,681,056, of which $76,814 and $3,604,242 were in current and long term liabilities, respectively at December 31, 2013.

(b)

In May 2013, the Company utilized funds from the equity sale to pay down $2,000,000 of principal owing on the note payable owed to International Electronic Devices, Inc. (formerly CUI, Inc.) associated with the acquisition of CUI, Inc. In conjunction with the 2013 principal payment, the promissory note terms were amended to extend the due date to May 15, 2020 and the interest rate was reduced to 5% per annum, with interest payable monthly and the principal due as a balloon payment at maturity. As of December 31, 2013, the Company is in compliance with all terms of this promissory note.

The following table details the maturity of the notes payable and working capital line of credit for CUI Global, Inc. as of December 31, 2013:

		2014			2015			2016			2017			2018			Thereafter			Total
Notes Payable Maturities:		$	76,814		$	80,746		$	84,874		$	89,218		$	93,780		$	8,559,307		$	8,984,739

	F-28

Colorado	(3670)	84-1463284
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Title of each class		Name of each exchange where registered
Common Stock par value $0.001 per share		The NASDAQ Stock Market

Part I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosure	26
Part II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
	Market Value	29
	Description of Securities	27
Item 6.	Selected Financial Data	36
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
	Critical Accounting Policies	39
	Liquidity and Capital Resources	41
	Results of Operations	48
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 8.	Financial Statements and Supplementary Data	56
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	56
Item 9A.	Controls and Procedures	56
Item 9B	Other Information	58
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	58
	Our Corporate Governance Practices	61
	Code of Ethics	61
	Audit Committee	63
	Audit Committee Report	64
	Nominating Committee	64
Item 11.	Executive Compensation	68
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
	Equity Incentive Plans
Item 13.	Certain Relationships, Related Transactions and Director Independence	78
Item 14.	Principal Accounting Fees and Services	80
Part IV
Item 15.	Exhibits, Financial Statement Schedules	82
	Exhibits	82
	Signatures	86
	Certifications

	•	challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;
	•	longer payment cycles in some countries;
	•	uncertainty regarding liability for services and content;
	•	credit risk and higher levels of payment fraud;
	•	currency exchange rate fluctuations and our ability to manage these fluctuations;
	•	foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.;
	•	import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs;
	•	potentially adverse tax consequences;
	•	higher costs associated with doing business internationally;
	•	political, social and economic instability abroad, terrorist attacks and security concerns in general;
	•	reduced or varied protection for intellectual property rights in some countries; and
	•	different employee/employer relationships and the existence of workers’ councils and labor unions.

	•	implementation or remediation of controls, procedures and policies of the acquired company;
	•	diversion of management time and focus from operating our business to acquisition integration challenges;
	•	coordination of product, engineering and sales and marketing functions;
	•	transition of operations, users and customers into our existing customs;
	•	cultural challenges associated with integrating employees from the acquired company into our organization;
	•	retention of employees from the businesses we acquire;
	•	integration of the acquired company’s accounting, management information, human resource and other administrative systems;
	•	liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
	•	litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former shareholders, or other third parties;
	•	in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;
	•	failure to successfully further develop the acquired technologies; and
	•	other as yet unknown risks that may impact our business.

PART I

Item 1. Business

Intellectual Property Protection

Item 1B. Unresolved Staff Comments

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosure

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Intellectual Property

Item 8. Financial Statements and Supplementary Data

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 13. Certain Relationships and Related Transactions and Director Independence

Item 14. Principal Accountants Fees and Services

Shareholder Communications

Item 15. Exhibits, Financial Statement Schedules

	•	varying demand for our products due to the financial and operating condition of our distributors and their customers, distributor inventory management practices and general economic conditions;
	•	inability of our contract manufacturers and suppliers to meet our demand;
	•	success and timing of new product introductions by us and the performance of our products generally;
	•	announcements by us or our competitors regarding products, promotions or other transactions;
	•	costs related to responding to government inquiries related to regulatory compliance;
	•	our ability to control and reduce product costs;
	•	changes in the manner in which we sell products;
	•	volatility in foreign exchange rates, changes in interest rates and/or the availability and cost of financing or other working capital to our distributors and their customers; and
	•	the impact of write downs of excess and obsolete inventory.

	•	expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate or work around errors or defects;
	•	loss of existing or potential customers or distributors;
	•	delayed or lost revenue;
	•	delay or failure to attain market acceptance;
	•	delay in the development or release of new products or services;
	•	negative publicity, which will harm our reputation; warranty claims against us, which could result in an increase in our provision for doubtful accounts;
	•	an increase in collection cycles for accounts receivable or the expense and risk of litigation; and
	•	harm to our results of operations.

	•	the continued employment and performance of our senior management;
	•	our ability to retain and motivate our officers and key employees; and
	•	our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing, sales and customer service personnel.

	•	divert management’s attention;
	•	result in costly and time-consuming litigation;
	•	require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all; and
	•	require us to redesign our products to avoid infringement.

	•	actual or anticipated variations in our quarterly operating results;
	•	announcements of technological innovations or new products or services by the Company or our competitors;
	•	conditions or trends relating to our inferential natural gas monitoring device or electromechanical component technologies;
	•	changes in the economic performance and/or market valuations of other electromechanical, electronic component and industrial controls related companies;
	•	conditions or trends relating to the marketing, sale or distribution of electromechanical components and industrial controls to OEM manufacturing customers;
	•	changes in the economic performance and/or market valuations of other inferential natural gas monitoring device or electromechanical components and industrial electronic component related companies;
	•	additions or departures of key personnel;
	•	fluctuations of the stock market as a whole;
	•	announcements about our earnings that are not in line with expectations;
	•	announcements by our competitors of their earnings that are not in line with expectations;
	•	the volume of shares of common stock available for public sale;
	•	sales of stock by us or by our shareholders;
	•	short sales, hedging and other derivative transactions on shares of our common stock;
	•	our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;
	•	general economic conditions;
	•	changes in our pricing policies;

	•	our ability to expand our business;
	•	the effectiveness of our personnel;
	•	new product and service introductions;
	•	technical difficulties or interruptions in our services;
	•	the timing of additional investments in our products;
	•	regulatory compliance costs;
	•	costs associated with future acquisitions of technologies and businesses; and
	•	extraordinary expenses such as litigation or other dispute-related settlement payments.

	•	provide that the authorized number of directors may be changed by resolution of the board of directors;
	•	provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; and
	•	do not provide for cumulative voting rights.

	Common				Common
	Stock Issued		Total Issued		Stock
	and		and		Available for
	Outstanding		Outstanding		Issuance
Total common stock outstanding and available prior to the 1:30 reverse-split		219,432,472		219,432,472		105,567,528
Total common stock outstanding and available after the reverse-Split declared effective February 14, 2012		7,314,416		7,314,416		317,685,584
Total of all fractional shares that were rounded up as a result of the reverse-split		97		7,314,513		317,685,487
Common stock sold for $10,000,000 under our S-1 registration statement that the SEC declared effective February 14, 2012		2,222,222		9,536,735		315,463,265
Common stock sold for $1,499,999 under the over-allotment provision of our underwriter agreement that was included in our S-1 registration statement		333,333		9,870,068		315,129,932

Quarter		High Bid		Low Bid
2012
First Quarter	$	6.90	$	4.50
Second Quarter	$	7.00	$	3.81
Third Quarter	$	7.48	$	5.06
Fourth Quarter	$	6.40	$	4.34
2013
First Quarter	$	6.00	$	4.80
Second Quarter	$	6.15	$	4.60
Third Quarter	$	6.40	$	5.00
Fourth Quarter	$	6.45	$	5.05

				Number of securities
	Number of securities			remaining available for
	to be issued upon	Weighted-average		future issuances under
	exercise of	exercise price of		equity compensation
	outstanding options,	outstanding options,		plans (excluding securities
	warrants and rights	warrants and rights		reflected in column (a)
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders	48,583	$	5.47		1,313,862
Equity compensation plans not approved by security holders	982,224	$	6.44		299,250
Total	1,030,807	$	6.39		1,613,112

	For the Years Ended December 31,
	2013		2012		2011		2010		2009
Selected Statements of Operations Data:
Total revenues	$	60,651,665	$	41,084,589	$	38,938,326	$	37,575,157	$	26,376,576
Cost of revenues		36,878,895		25,707,893		24,133,073		22,727,210		16,165,173
Selling, general and administrative		22,777,600		16,221,373		13,347,853		11,991,976		10,430,613
Research and development		890,461		791,332		716,321		740,396		56,042
Bad debt		211,546		65,763		82,192		64,684		114,808
Impairment of assets ( a)		-		278,428		-		3,524,141		10,834,980
Other income (expense)		156,152		76,502		14,979		(71,440)		(138,806)
Derivative expense ( b)		(427,818)		-		-		-		-
Gain on sale of technology rights ( c)		-		-		143,636		-		-
Impairment on note receivable ( d)		(502,194)		-		-		-		-
Earnings from equity investment		24,766		59,623		41,472		78,074		(41,424)
Interest expense - amortization of debt offering costs and debt discount		(42,777)		(73,333)		(334,747)		(3,859,342)		(3,096,641)
Interest expense		(442,849)		(575,199)		(918,189)		(1,151,617)		(1,520,477)
(Loss) from operations before taxes		(1,341,557)		(2,492,607)		(393,962)		(6,477,575)		(16,022,388)
Provision (benefit) for taxes		(398,444)		33,714		29,810		111,138		-
Consolidated (loss) from continuing operations		(943,113)		(2,526,321)		(423,772)		(6,588,713)		(16,022,388)
Basic and diluted (loss) per common share	$	(0.05)	$	(0.25)	$	(0.06)	$	(1.05)	$	(2.85)

	(b)	In October 2013, in conjunction with the financing of the purchase of the headquarters facility. The purchase was funded, in part, by a promissory note payable to Wells Fargo Bank in the amount of $3,693,750 plus interest at the rate of 2% above LIBOR, payable over ten years. It was secured by a deed of trust on the purchased property which was executed by CUI Properties, LLC and guaranteed by CUI Global, Inc. In conjunction with the purchase, the parties to this transaction entered into a Swap Transaction Confirmation agreement effective October 1, 2013 incorporating the terms and definitions of the International Swaps and Derivatives Association, Inc. (ISDA) that effectively maximizes the annual interest rate at 6.27%. The Company recorded a $427,818 expense associated with the derivative nature of the swap agreement.
	(c)	During the year ended December 31, 2011, in an effort to concentrate our business focus on our core product development and marketing, we conveyed our WayCool and WayFast patent portfolio to Olantra Fund X LLC for a cash payment of $500,000 and recognized a gain on sale of technology rights of $143,636.
	(d)	During 2013, it was determined that the note receivable related to the divestment of Comex Electronics had become impaired, at which time the Company recorded an impairment of $502,194.

			British Pound
	U.S. Dollars		Sterling¹		Japanese Yen
Fiscal year ended December 31, 2013
Revenues	69	%	29	%	2	%
Operating expenses	71	%	28	%	1	%
Fiscal year ended December 31, 2012
Revenues	97	%	0	%	3	%
Operating expenses	99	%	0	%	1	%

Submitted by:	Sean P. Rooney
	Thomas A. Price
	Corey A. Lambrecht,
	Audit Committee

	•	Minutes and materials from the previous meeting(s);
	•	Reports on year-to-date Company and Partnership financial performance versus budget;
	•	Reports on progress and levels of performance of individual and Company performance objectives;
	•	Reports on the Company’s financial and stock performance versus a peer group of companies;
	•	Reports from the Committee’s compensation consultant regarding market and industry data relevant to executive officer compensation;
	•	Reports and executive compensation summary worksheets, which sets forth for each executive officer: current total compensation and incentive compensation target percentages, current equity ownership holdings and general partner ownership interest and current and projected value of each and all such compensation elements, including distributions and dividends therefrom, over a five year period.

Submitted by:	Compensation Committee
	Colton R. Melby, Chairman
	Corey A. Lambrecht

	•	Chief Executive Officer and General Counsel
	•	President of CUI, Inc., a wholly owned subsidiary of CUI Global, Inc.
	•	Chief Financial Officer of CUI Global, Inc. and CUI, Inc., a wholly owned subsidiary of CUI Global, Inc.

											Non-Equity
											Incentive
								Option			Plan			All Other
Name and Principal					Stock Awards			Awards ($)			Compensation			Compensation
Position	Year	Salary ($)			($)			⁽¹⁰⁾ ⁽¹¹⁾			($)			($)		Total ($)
William J. Clough, CEO /	2013		405,000	(2)		-	(2)		263,114	(3)		206,250	(2)		18,839		893,203
President / Counsel /	2012		337,500	(2)		160,080	(2)		848,599	(3)		204,920	(2)		17,860		1,568,959
Director (1)	2011		325,000	(2)		-			-			124,792	(2)		6,110		455,902

Daniel N. Ford, CFO (4)	2013		222,500	(5)		-	(5)		131,557	(6)		97,500	(5)		36,339		487,896
	2012		195,000	(5)		51,120	(5)		27,451	(6)		160,130	(5)		34,860		468,561
	2011		195,000	(5)		-			-			62,500	(5)		33,186		290,686

Matthew M. McKenzie,	2013		227,500	(8)		-			65,779	(9)		102,500	(8)		36,339		432,118
COO/President of CUI,	2012		205,000	(8)		32,400	(8)		40,093	(9)		147,808	(8)		34,860		460,161
Inc./Director (7)	2011		205,000	(8)		-			-			114,583	(8)		32,475		352,058

	1.	Mr. Clough joined the Company on September 1, 2005. Effective September 13, 2007, Mr. Clough was appointed CEO/President of CUI Global and Chief Executive Officer of CUI, Inc., a wholly owned subsidiary of the Company.
	2.	Mr. Clough is employed under a multi-year employment contract with the Company, which was recently extended to run to and through August 1, 2015. Said contract provides, in relevant part, for an annual salary of $460,000 which became effective July 1, 2013 and includes bonus provisions for each calendar year and entitles Mr. Clough to a three year severance package. Bonuses are approved quarterly based on various performance-related factors and an evaluation of current performance. All such bonus payments shall be paid to Mr. Clough in equal monthly installments following the quarter in which the bonus is earned and shall be paid on the 15th day of each month. During 2013, in accordance with the bonus provisions of his employment contract, Mr. Clough received 33,350 shares of common stock with a fair value of $160,080. At December 31, 2013 and 2012, there was an accrual of $14,167 and $53,542, respectively, for compensation owed to Mr. Clough.

	3.	Effective June 24, 2013, Mr. Clough received a bonus option to purchase 200,000 common shares within ten years from date of issuance, at a price of $6.25 per share that vests one third each year over 3 years. Under the terms of Mr. Clough’s contract extension, effective September 21, 2012, Mr. Clough received a bonus option to purchase 330,000 common shares, within ten years from date of issuance, at a price of $6.00 per share that vests in equal monthly installments over 4 years. Effective April 16, 2012, Mr. Clough received a bonus option to purchase 37,177 common shares, within ten years from date of issuance, at a price of $4.56 per share that vests over 4 years: 25% at year one and thereafter in equal monthly installments.
	4.	Mr. Ford joined the Company May 15, 2008 as Chief Financial Officer of CUI Global and CUI, Inc., a wholly owned subsidiary of the Company.
	5.	Mr. Ford is employed under a three year employment contract with the Company, which was extended to July 1, 2014 and provides, in relevant part, for an annual salary of $250,000 effective July 1, 2013 and bonus provisions up to one hundred twenty-five percent of base salary to be based on performance objectives, goals and milestones for each calendar year including adjusted EBITDA performance. The bonus includes a discretionary bonus of up to twenty-five percent of salary based upon the reasonable judgment of the compensation committee. Employee has the ability to earn a larger bonus based on the performance criteria set forth and the reasonable judgment and discretion of the compensation committee. Previous to July 1, 2013, Mr. Ford’s employment contract provided, in relevant part, for an annual salary of $195,000 and bonus provisions for each calendar year, in which the CUI Global year end Statement of Operations shows a Net Profit and the Gross Revenue equal to or that exceeds fifteen percent (15%), but less than thirty percent (30%), of the immediate preceding calendar year, he shall be entitled to receive a cash bonus in an amount equal to fifty percent (50%) of his prior year base salary in addition to any other compensation to which he may be entitled; provided, however, that he shall be entitled to the bonus only if he has been employed by the Company during that entire calendar year. In substitution of the bonus percentages described above, he shall be entitled to receive, in any year in which annual Gross Revenue exceeds by 30% of the prior calendar year gross revenue, a sum equal to 100% of his prior year base salary. Bonuses are approved quarterly based on the above factors and an evaluation of current performance. All such bonus payments shall be paid to Mr. Ford in equal monthly installments following the quarter in which the bonus is earned and shall be paid on the 15th day of each month. During 2012, in accordance with the bonus provisions of his employment contract, Mr. Ford received 10,650 shares of common stock with a fair value of $51,120. At December 31, 2013 and 2012 there was an accrual of $8,125 and $8,125, respectively, for compensation owed to Mr. Ford.
	6.	Effective June 24, 2013, Mr. Ford received a bonus option to purchase 100,000 common shares within ten years from date of issuance, at a price of $6.25 per share that vests one third each year over 3 years. Effective April 16, 2012, Mr. Ford received a bonus option to purchase 12,598 common shares, within ten years from date of issuance, at a price of $4.56 per share that vests over 4 years: 25% at year one and thereafter in equal monthly installments.
	7.	Mr. McKenzie joined the Company May 15, 2008 as Chief Operating Officer of CUI Global and President and Chief Operating Officer of CUI, Inc., a wholly owned subsidiary of the Company.
	8.	Mr. McKenzie is employed under a three year employment contract with the Company, which was extended to July 1, 2014 and provides, in relevant part, for an annual salary of $250,000 and bonus provisions up to one hundred twenty-five percent of base salary to be based on performance objectives, goals, and milestones for each calendar year, including revenue and EBITDA performance in the power and electro-mechanical segment. The bonus includes a discretionary bonus of up to twenty-five percent of salary based upon the reasonable judgment of the compensation committee. Employee has the ability to earn a larger bonus based on the performance criteria set forth and the reasonable judgment and discretion of the compensation committee. Previous to July 1, 2013, Mr. McKenzie’s employment contract provided, in relevant part, for an annual salary of $205,000 and bonus provisions for each calendar year in which the CUI Global year end Statement of Operations shows a Net Profit and the Gross Revenue equal to or that exceeds fifteen percent (15%), but less than thirty percent (30%), of the immediate preceding calendar year, he shall be entitled to receive a cash bonus in an amount equal to fifty percent (50%) of his prior year base salary in addition to any other compensation to which he may be entitled; provided, however, that he shall be entitled to the bonus only if he has been employed by the Company during that entire calendar year. In substitution of the bonus percentages described above, he shall be entitled to receive, in any year in which annual Gross Revenue exceeds by 30% of the prior calendar year gross revenue, a sum equal to 100% of his prior year base salary. Bonuses are approved quarterly based on the above factors and an evaluation of current performance. All such bonus payments shall be paid to Mr. McKenzie in equal monthly installments following the quarter in which the bonus is earned and shall be paid on the 15th day of each month. During 2012, in accordance with the bonus provisions of his employment contract, Mr. McKenzie received 6,750 shares of common stock with a fair value of $32,400. At December 31, 2013 and 2012 there was an accrual of $8,542 and $8,542, respectively, for compensation owed to Mr. McKenzie.

	9.	Effective June 24, 2013, Mr. McKenzie received a bonus option to purchase 50,000 common shares within ten years from date of issuance, at a price of $6.25 per share that vests one third each year over 3 years. Effective April 16, 2012, Mr. McKenzie received a bonus option to purchase 15,100 common shares as COO, within ten years from date of issuance, at a price of $4.56 per share that vests over 4 years: 25% at year one and thereafter in equal monthly installments.
	10.	As of December 31, 2013, William J. Clough, CEO/Director held 656,231 outstanding options, Matthew M. McKenzie, COO/Director held 112,796 outstanding options which includes shares owned by his spouse and Daniel N. Ford, CFO held 137,794 outstanding options.
	11.	Please see the disclosure of assumptions made in the valuation of the option awards included in Note 12 of Notes to Consolidated Financial Statements, Stockholders’ Equity in the Company’s financial statements included with this proxy statement.

	Number of	Number of
	Securities	Securities
	Underlying	Underlying	Option
	Unexercised	Unexercised	Exercise
	Options (#)	Options (#)	Price	Option
Name	Exercisable	Unexercisable	($)	Expiration
William J. Clough ⁽¹⁾	37,177	-	7.50	1/1/2019
William J. Clough ⁽¹⁾	8,100	-	7.50	1/1/2019
Matthew M. McKenzie ⁽¹⁾	15,100	-	7.50	1/1/2019
Matthew M. McKenzie ⁽¹⁾	8,100	-	7.50	1/1/2019
Daniel N. Ford ⁽¹⁾	12,598	-	7.50	1/1/2019
William J. Clough ⁽²⁾	30,206	6,971	9.00	10/11/2020
William J. Clough ⁽²⁾	3,300	-	9.00	10/11/2020
Matthew M. McKenzie ⁽²⁾	12,269	2,831	9.00	10/11/2020
Matthew M. McKenzie ⁽²⁾	3,300	-	9.00	10/11/2020
Daniel N. Ford ⁽²⁾	10,236	2,362	9.00	10/11/2020
William J. Clough ⁽³⁾	16,265	20,912	4.56	4/16/2022
William J. Clough ⁽³⁾	3,300	-	4.56	4/16/2022
Matthew M. McKenzie ⁽³⁾	6,606	8,494	4.56	4/16/2022
Matthew M. McKenzie ⁽³⁾	3,300	-	4.56	4/16/2022
Daniel N. Ford ⁽³⁾	5,512	7,086	4.56	4/16/2022
William J. Clough ⁽⁴⁾	110,000	220,000	6.00	9/21/2022
William J. Clough ⁽⁵⁾	-	200,000	6.25	6/24/2023
Matthew M. McKenzie ⁽⁵⁾	-	50,000	6.25	6/24/2023
Daniel N. Ford ⁽⁵⁾	-	100,000	6.25	6/24/2023

		Fees		Non-Equity	Nonqualified
		earned or	Option	Incentive Plan	Deferred	All Other
Name and Principal		paid in	Awards	Compensation	Compensation	Compensation
Position	Year	cash ($) ⁽²⁾	($) ⁽¹⁾	($)	Earnings ($)	($)	Total ($)
Colton Melby, Chmn.	2013	39,938	-	-	-	-	39,938
Thomas A. Price	2013	28,438	-	-	-	-	28,438
Sean P. Rooney	2013	31,063	-	-	-	-	31,063
Corey Lambrecht	2013	29,188	-	-	-	-	29,188

	Common Stock
	Number of			Percent of
Name and Address of	Securities	Percent of		all Voting
Beneficial Owner⁽¹⁾	Owned	Class ⁽²⁾		Securities ⁽³⁾
Colton Melby (4)	234,700	1.14	%	1.14	%
William J. Clough (5)	238,529	1.15	%	1.15	%
Thomas A. Price (6)	71,367	*		*
Sean P. Rooney (7)	20,473	*		*
Corey Lambrecht (8)	14,700	*		*
Matthew M. McKenzie (9)	60,156	*		*
Daniel N. Ford (10)	41,400	*		*
GROW Partners, LLC	1,389,300	6.76	%	6.76	%
Marathon Capital Management, LLC	1,087,525	5.29	%	5.29	%
Officers, Directors, Executives as Group	681,325	3.25	%	3.25	%

Exhibit No.		Description
2.1¹		Share Purchase Agreement dated March 5, 2013 to acquire 100% of the equity interest in Orbital Gas Systems Ltd., a company organized under the laws of England and Wales.
3.11²		Amended Restated Articles of Incorporation that compile prior amendments into a single document.
10.32³		Amendment to $14,000,000 Convertible Promissory Note effective September 1, 2010.
10.33³		Agreement for Accord and Satisfaction of an Undisputed Debt dated April 1, 2010.
10.34⁴		Agreement for the sale of certain intellectual property rights dated September 2, 2011.
10.35⁵		July 1, 2011 binding LOI for CUI Global to convey its 49% ownership interest in Comex Electronics to the owners of the remaining 51% of Comex Electronics.
10.36⁵		Comex divestiture payment schedule, effective July 1, 2011.
10.37⁵		July 11, 2011 Memorandum of Understanding with Ericsson.
10.38⁵		March 5, 2010 Exclusive Field of Use Agreement with California Power Research to license their BPS-5 topology, now marketed as Solus Topology. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.

10.39⁵		September 18, 2009 non-exclusive Field of Use Agreement with Power-One, Inc. to license Power-One’s Digital Power Technology patent. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.47⁵		April 20, 2009 exclusive Licensing Agreement with AnderMotion Technologies LLC to manufacture, sell and distribute motion control devices utilizing the AMT encoder technology.
10.41⁵		December 1, 2009 exclusive License Agreement with GL Industrial Services UK, Ltd. through which CUI Global owns exclusive rights to manufacture, sell and distribute a Gas Quality Inferential Measurement Device designed by GL on a worldwide basis. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.42⁵		October 21, 2011 exclusive three-year Distribution Agreement with Orbital-UK for distribution of the GasPT2 technology within the United Kingdom. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.43⁵		January 16, 2012 exclusive three-year distribution agreement with SOCRATE s.p.a for distribution of the GasPT2 technology for Italy and North Africa. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.44⁵		November 1, 2011 two year Manufacturing Agreement with Agilent Technologies Singapore International for the sale of product to Agilent. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.46⁵		April 1, 2009 exclusive world-wide Distribution Agreement with Digi-Key Corporation.
10.46⁵		March 18, 2011 Contract Manufacturing Agreement with Ingenion Design, Ltd.
10.47⁵		June 5, 2012 three year Distributor Agreement with Belleau Wood Group. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.49⁵		July 26, 2010, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Credit and Security Agreement.
10.50⁵		July 26, 2010, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Revolving Note.
10.51⁵		July 26, 2010, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Security Agreement.
10.52⁵		May 27, 2011, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Subordination Agreement.
10.53⁵		August 23, 2010, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Term Note.
10.54⁵		August 9, 2010, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Patent and Trademark Security Agreement.
10.56⁵		January 25, 2011, line of credit document with the Business Credit division of Wells Fargo Capital Finance, First Amendment to the Credit and Security Agreement.
10.56⁵		April 12, 2011, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Second Amendment to the Credit and Security Agreement.

10.57⁵		May 24, 2011, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Third Amendment to the Credit and Security Agreement.
10.58⁵		November 29, 2011, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Fourth Amendment to the Credit and Security Agreement.
10.59⁵		December 21, 2011, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Fifth Amendment to the Credit and Security Agreement.
10.60⁵		May 15, 2008 Employment Agreement of Daniel N. Ford and Addendum “A” dated July 1, 2010.
10.61⁵		May 15, 2008 Employment Agreement of Matthew M. McKenzie and Addendum “A” dated July 1, 2010.
10.62⁵		August 1, 2012 Addendum “D” to the employment Agreement of William J. Clough.
10.63⁵		Amendment to promissory note payable to IED, Inc., effective September 1, 2010.
10.64⁵		Amendment to promissory note payable to IED, Inc., effective December 1, 2010.
10.65⁵		Amendment to promissory payable to Central Finance, LLC, managed by a former officer, dated September 30, 2010.
10.66⁵		Satisfaction of promissory note payable to Central Finance, LLC dated December 15, 2011.
10.67⁵		July 28, 2011 Promissory note payable to Daniel N. Ford, CFO.
10.68⁵		November 3, 2010 Purchase Sales Agreement with Tensility International Corporation, controlled by a sibling of an officer and director.
10.69⁵		October 28, 2011 Finder’s Fee Agreement with Test Products International, Inc. and James McKenzie, a related party.
10.71⁶		April 3, 2012, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Sixth Amendment to the Credit and Security Agreement.
10.72⁶		December 7, 2012, line of credit document with the Business Credit division of Wells Fargo Capital Finance, Seventh Amendment to the Credit and Security Agreement.
10.73⁷		April 30, 2013 Amendment to California Power Research Agreement. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.74⁷		June 20, 2013 Second Amendment to Divestment Agreement regarding Stock Sale and Purchase Agreement between CUI Global, Inc. and Kunio Yamagish et al, dated July1, 2009.
10.76⁷		July 19, 2013 Letter agreement between Orbital Gas Systems, Ltd., a wholly owned subsidiary, and a former employee relating to intellectual property for which Orbital is the licensee.
10.77⁷		July 19, 2013 Intellectual Property License between Orbital Gas Systems, a wholly owned subsidiary of CUI Global and EnDet, Ltd. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
10.78		Documents relating to our April 18, 2013, acquisition of 100% of the equity interest in Orbital Gas Systems Limited, a company organized under the laws of England and Wales (“Orbital”), from Orbital’s sole shareholder are included with our Form 8-K filed with the Commission April 24, 2013.
10.79		Documents relating to the purchase of our office complex by our wholly owned subsidiary, CUI Properties, LLC, please see our Form 8-K filed with the Commission on October 3, 2013.
10.80		Documents relating to the Line of Credit of our subsidiary, CUI, Inc., with Wells Fargo Bank, please see our Form 8-K filed with the Commission on October 3, 2013.

10.81		Documents relating to an Addendum to our May 15, 2013 Distributorship Agreement with Digi-Key Corporation are included with our Form 8-K filed with the Commission December 20, 2013. Confidential portion(s) of this document have been redacted pursuant to protection as "confidential" under Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4). A request for confidential treatment has been filed separately with the SEC.
14.1⁸		Code of Ethics and Business Conduct Statement of General Policy.
14.2⁸		Whistleblower Policy
21.1⁸		List of all subsidiaries, state of incorporation and name under which the subsidiary does business.
22.2		Proxy Statement and Notice of 2013 Annual Shareholder Meeting filed with the Commission September 17, 2013.
23.7⁸		Consent of Liggett, Vogt & Webb, P. A., Independent Registered Public Accountant Firm
31.1⁸		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2⁸		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1⁸		Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
32.2⁸		Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350
100⁸		XBRL-Related Documents.

Name	Title	Date

/s/ William J. Clough	CEO/President/Director	May 13, 2014
William J. Clough

/s/ Daniel N. Ford	CFO/ Principal	May 13, 2014
Daniel N. Ford	Accounting Officer

/s/ Sean P. Rooney	Audit Committee/Director	May 13, 2014
Sean P. Rooney

	Page
Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Comprehensive Income and Loss	F-5

Consolidated Statements of Changes in Stockholders’ Equity	F-6

Consolidated Statements of Cash Flows	F-7 – F-8

Notes to Consolidated Financial Statements	F-9 – F-41