##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 2, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 1-12983
 GENERAL CABLE CORPORATION
  Delaware(State or other jurisdiction of 
incorporation or organization)
    
    06-1398235(I.R.S. Employer Identification No.)4 Tesseneer Drive 
Highland Heights, KY(Address of principal executive offices)
    
    41076-9753(Zip Code)
 Registrants telephone number, including area code: (859) 572-8000
 þ o
 Yes o
No o
  Large accelerated filer
þ
    
    Accelerated filer
o
    
    Non-accelerated filer o(Do not check if a smaller reporting
company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at May 3, 2010Common Stock, $0.01 per value
    
    52,095,125




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
 PAGEPART I Financial StatementsItem 1. Condensed Consolidated Financial Statements (Unaudited)Statements of Operations -
For the three fiscal months ended April 2, 2010 and April 3, 2009
    
    
    3Balance Sheets -
April 2, 2010 and December 31, 2009
    
    
    4Statements of Cash Flows -
For the three fiscal months ended April 2, 2010 and April 3, 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    32Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    42Item 4. Controls and Procedures
    
    
    43PART II Other InformationItem 1. Legal Proceedings
    
    
    43Item 1A. Risk Factors
    
    
    43Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    44Item 3. Defaults Upon Senior Securities
    
    
    44Item 4. Submission of Matters to a Vote of Security Holders
    
    
    44Item 5. Other Information
    
    
    44Item 6. Exhibits
    
    
    44Signature
    
    
    45Exhibit Index
    
    
    46Exhibit 12.1Exhibit 15.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I. FINANCIAL STATEMENTS
 
 ITEM 1.
    
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (in millions, except per share data)
 (unaudited)
 Three Fiscal Months EndedApril 2,
    
    
    April 3,2010
    
    
    2009Net sales
    
    $
    1,098.0
    
    
    $
    1,041.3Cost of sales
    
    
    960.4
    
    
    
    969.2Gross profit
    
    
    137.6
    
    
    
    72.1Selling, general and administrative expenses
    
    
    80.3
    
    
    
    95.0Operating income (loss)
    
    
    57.3
    
    
    
    (22.9
    )Other income (expense)
    
    
    (36.5
    )
    
    
    3.5Interest income (expense):Interest expense
    
    
    (19.0
    )
    
    
    (22.5
    )Interest income
    
    
    1.1
    
    
    
    1.2(17.9
    )
    
    
    (21.3
    )Income (loss) before income taxes
    
    
    2.9
    
    
    
    (40.7
    )Income tax (provision) benefit
    
    
    (8.3
    )
    
    
    14.9Equity in earnings of affiliated companies
    
    
    0.3
    
    
    
    0.1Net loss including noncontrolling interest
    
    
    (5.1
    )
    
    
    (25.7
    )Less: preferred stock dividends
    
    
    0.1
    
    
    
    0.1Less: net income attributable to noncontrolling interest
    
    
    2.6
    
    
    
    1.4Net loss attributable to Company common shareholders
    
    $
    (7.8
    )
    
    $
    (27.2
    )Loss per shareLoss per common share  basic
    
    $
    (0.15
    )
    
    $
    (0.52
    )Weighted average common shares  basic
    
    
    52.0
    
    
    
    51.9Loss per common share  assuming dilution
    
    $
    (0.15
    )
    
    $
    (0.52
    )Weighted average common shares  assuming dilution
    
    
    52.0
    
    
    
    51.9
   3




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (in millions, except share data)
 (unaudited)
 April 2,
    
    
    December 31,2010
    
    
    2009AssetsCurrent Assets:Cash and cash equivalents
    
    $
    426.3
    
    
    $
    499.4Receivables, net of allowances of $19.9 million at April 2, 2010 and
$21.9 million at December 31, 2009
    
    
    885.1
    
    
    
    903.6Inventories, net
    
    
    1,108.5
    
    
    
    1,002.4Deferred income taxes
    
    
    46.2
    
    
    
    52.6Prepaid expenses and other
    
    
    95.7
    
    
    
    94.7Total current assets
    
    
    2,561.8
    
    
    
    2,552.7Property, plant and equipment, net
    
    
    998.0
    
    
    
    1,015.3Deferred income taxes
    
    
    21.8
    
    
    
    24.1Goodwill
    
    
    163.0
    
    
    
    157.4Intangible assets, net
    
    
    198.8
    
    
    
    197.6Unconsolidated affiliated companies
    
    
    9.7
    
    
    
    10.2Other non-current assets
    
    
    64.4
    
    
    
    56.8Total assets
    
    $
    4,017.5
    
    
    $
    4,014.1Liabilities and Total EquityCurrent Liabilities:Accounts payable
    
    $
    840.3
    
    
    $
    762.5Accrued liabilities
    
    
    321.9
    
    
    
    361.9Current portion of long-term debt
    
    
    69.9
    
    
    
    53.0Total current liabilities
    
    
    1,232.1
    
    
    
    1,177.4Long-term debt
    
    
    863.3
    
    
    
    869.3Deferred income taxes
    
    
    193.4
    
    
    
    209.5Other liabilities
    
    
    237.0
    
    
    
    248.1Total liabilities
    
    
    2,525.8
    
    
    
    2,504.3Commitments and ContingenciesTotal Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share):April 2, 2010  76,202 shares outstandingDecember 31, 2009  76,202 shares outstanding
    
    
    3.8
    
    
    
    3.8Common stock, $0.01 par value, issued and outstanding shares:April 2, 2010  52,103,344 (net of 6,198,013 treasury shares)December 31, 2009  52,008,052 (net of 6,187,527 treasury shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    639.5
    
    
    
    637.1Treasury stock
    
    
    (73.1
    )
    
    
    (72.9
    )Retained earnings
    
    
    798.3
    
    
    
    806.1Accumulated other comprehensive loss
    
    
    (10.3
    )
    
    
    (8.9
    )Total Company shareholders equity
    
    
    1,358.8
    
    
    
    1,365.8Noncontrolling interest
    
    
    132.9
    
    
    
    144.0Total equity
    
    
    1,491.7
    
    
    
    1,509.8Total liabilities and equity
    
    $
    4,017.5
    
    
    $
    4,014.1
   4




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (in millions)
 (unaudited)
 Three Fiscal Months EndedApril 2,
    
    
    April 3,2010
    
    
    2009Cash flows of operating activities:Net loss including noncontrolling interest
    
    $
    (5.1
    )
    
    $
    (25.7
    )Adjustments to reconcile net loss to net cash flows of
operating activities:Depreciation and amortization
    
    
    25.3
    
    
    
    24.0Amortization on restricted stock awards
    
    
    1.0
    
    
    
    1.0Foreign currency exchange (gain) loss
    
    
    36.5
    
    
    
    (3.5
    )Deferred income taxes
    
    
    (5.6
    )
    
    
    (28.5
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    0.2Convertible debt instruments noncash interest charges
    
    
    4.7
    
    
    
    9.4(Gain) loss on disposal of property
    
    
    (0.1
    )
    
    
    2.4Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:Decrease in receivables
    
    
    7.1
    
    
    
    92.2(Increase) decrease in inventories
    
    
    (113.7
    )
    
    
    70.4Increase in other assets
    
    
    (6.1
    )
    
    
    (2.8
    )Increase (decrease) in accounts payable, accrued and
other liabilities
    
    
    37.9
    
    
    
    (155.0
    )Net cash flows of operating activities
    
    
    (18.1
    )
    
    
    (15.9
    )Cash flows of investing activities:Capital expenditures
    
    
    (19.7
    )
    
    
    (46.8
    )Proceeds from properties sold
    
    
    2.9
    
    
    
    0.2Acquisitions, net of cash acquired
    
    
    (8.2
    )
    
    
    Other
    
    
    (1.1
    )
    
    
    (1.6
    )Net cash flows of investing activities
    
    
    (26.1
    )
    
    
    (48.2
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    (0.1
    )Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    (0.2
    )Proceeds from revolving credit borrowings
    
    
    
    
    
    
    53.8Repayments of revolving credit borrowings
    
    
    
    
    
    
    (11.8
    )Proceeds (repayments) of other debt
    
    
    11.6
    
    
    
    (47.5
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    0.1Net cash flows of financing activities
    
    
    11.5
    
    
    
    (5.7
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (40.4
    )
    
    
    (7.5
    )Decrease in cash and cash equivalents
    
    
    (73.1
    )
    
    
    (77.3
    )Cash and cash equivalents  beginning of period
    
    
    499.4
    
    
    
    282.6Cash and cash equivalents  end of period
    
    $
    426.3
    
    
    $
    205.3Supplemental InformationCash paid during the period for:Income tax payments, net of refunds
    
    $
    3.3
    
    
    $
    2.6Interest paid
    
    $
    10.9
    
    
    $
    13.1Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    2.7
    
    
    $
    3.2Capital lease obligations for new equipment
    
    $
    
    
    
    $
    6.9
   5




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements (unaudited)
 1. Basis of Presentation and Principles of Consolidation
  ASC250 Accounting Changes and Error Corrections.
  2. Accounting Standards
  ASC250 Accounting Changes and Error Corrections.
  Three Fiscal Months Ended April 3, 2009As Originally(in millions, except per share data)
    
    Reported
    
    
    Adjustments
    
    
    As AdjustedCost of sales
    
    $
    853.8
    
    
    $
    115.4
    
    
    $
    969.2Operating income (loss)
    
    
    92.5
    
    
    
    (115.4
    )
    
    
    (22.9
    )(Provision) benefit for income taxes
    
    
    (25.0
    )
    
    
    39.9
    
    
    
    14.9Net income (loss) including noncontrolling interest
    
    
    49.8
    
    
    
    (75.5
    )
    
    
    (25.7
    )Net income (loss) attributable to Company common
shareholders
    
    
    48.3
    
    
    
    (75.5
    )
    
    
    (27.2
    )Earnings (loss) per common share  basic
    
    
    0.93
    
    
    
    (1.45
    )
    
    
    (0.52
    )Earnings (loss) per common share  assuming dilution
    
    
    0.92
    
    
    
    (1.44
    )
    
    
    (0.52
    )
  6




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Year Ended December 31, 2009As Originally(in millions)
    
    Reported
    
    
    Adjustments
    
    
    As AdjustedAssetsInventories
    
    $
    850.3
    
    
    $
    152.1
    
    
    $
    1,002.4Deferred income taxes
    
    
    114.7
    
    
    
    (62.1
    )
    
    
    52.6Total assets
    
    
    3,924.1
    
    
    
    90.0
    
    
    
    4,014.1Liabilities and Total EquityAccrued liabilities
    
    
    366.6
    
    
    
    (4.7
    )
    
    
    361.9Deferred income taxes
    
    
    208.5
    
    
    
    1.0
    
    
    
    209.5Other liabilities
    
    
    250.0
    
    
    
    (1.9
    )
    
    
    248.1Total liabilities
    
    
    2,509.9
    
    
    
    (5.6
    )
    
    
    2,504.3Accumulated other comprehensive loss
    
    
    (4.8
    )
    
    
    (4.1
    )
    
    
    (8.9
    )Retained earnings
    
    
    706.4
    
    
    
    99.7
    
    
    
    806.1Total liabilities and equity
    
    
    3,924.1
    
    
    
    90.0
    
    
    
    4,014.1
  Three Fiscal Months Ended April 3, 2009As Originally(in millions)
    
    Reported
    
    
    Adjustments
    
    
    As AdjustedNet income (loss) including noncontrolling interests
    
    $
    49.8
    
    
    $
    (75.5
    )
    
    $
    (25.7
    )Deferred income taxes
    
    
    11.4
    
    
    
    (39.9
    )
    
    
    (28.5
    )Inventory impairment charges
    
    
    (4.7
    )
    
    
    4.7
    
    
    
    (Increase) decrease in inventories
    
    
    (40.3
    )
    
    
    110.7
    
    
    
    70.4Net cash flows of operating activities
    
    
    (15.9
    )
    
    
    
    
    
    
    (15.9
    )
  New Accounting Standards
  3. Acquisitions and Divestitures
    7




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 4. Other income (expense)
    5. Inventories
  April 2,
    
    
    December 31,(in millions)
    
    2010
    
    
    2009Raw materials
    
    $
    175.9
    
    
    $
    158.3Work in process
    
    
    178.7
    
    
    
    154.2Finished goods
    
    
    753.9
    
    
    
    689.9Total
    
    $
    1,108.5
    
    
    $
    1,002.4
  6. Property, Plant and Equipment
   April 2,
    
    
    December 31,2010
    
    
    2009Land
    
    $
    107.1
    
    
    $
    109.2Buildings and leasehold improvements
    
    
    288.8
    
    
    
    290.4Machinery, equipment and office furnishings
    
    
    955.2
    
    
    
    967.2Construction in progress
    
    
    81.8
    
    
    
    77.1Total  gross book value
    
    
    1,432.9
    
    
    
    1,443.9Less accumulated depreciation
    
    
    (434.9
    )
    
    
    (428.6
    )Total  net book value
    
    $
    998.0
    
    
    $
    1,015.3
   8




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  7. Goodwill and Other Intangible Assets
   Goodwill
    
    
    Indefinite-lived assets  Trade namesNorth
    
    
    Europe and
    
    
    
    
    
    
    
    
    
    
    North
    
    
    Europe andAmerica
    
    
    North Africa
    
    
    ROW
    
    
    Total
    
    
    America
    
    
    North Africa
    
    
    ROW
    
    
    TotalBalance at December 31, 2009
    
    $
    5.2
    
    
    $
    
    
    
    $
    152.2
    
    
    $
    157.4
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    129.3
    
    
    $
    129.8Acquisitions
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Currency translation and
other adjustments
    
    
    
    
    
    
    
    
    
    
    4.6
    
    
    
    4.6
    
    
    
    
    
    
    
    
    
    
    
    2.4
    
    
    
    2.4Balance at April 2, 2010
    
    $
    6.2
    
    
    $
    
    
    
    $
    156.8
    
    
    $
    163.0
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    131.7
    
    
    $
    132.2
  April 2,
    
    
    December 31,2010
    
    
    2009Amortized intangible assets:Customer relationships
    
    $
    106.4
    
    
    $
    106.4Accumulated amortization
    
    
    (38.4
    )
    
    
    (34.8
    )Foreign currency translation adjustment
    
    
    (1.4
    )
    
    
    (3.8
    )Amortized intangible assets, net
    
    $
    66.6
    
    
    $
    67.8
  
  9




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 8. Long-Term Debt
 April 2,
    
    
    December 31,(in millions)
    
    2010
    
    
    2009North AmericaSubordinated Convertible Notes due 2029
    
    $
    429.5
    
    
    $
    429.5Debt discount on Subordinated Convertible Notes due 2029
    
    
    (266.4
    )
    
    
    (266.6
    )1.00% Senior Convertible Notes due 2012
    
    
    10.6
    
    
    
    10.6Debt discount on 1.00% Senior Convertible Notes due 2012
    
    
    (1.5
    )
    
    
    (1.7
    )0.875% Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.0Debt discount on 0.875% Convertible Notes due 2013
    
    
    (72.7
    )
    
    
    (77.0
    )7.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Amended Credit Facility
    
    
    
    
    
    
    Other
    
    
    9.1
    
    
    
    9.1Europe and North AfricaCredit facilities
    
    
    26.3
    
    
    
    31.4Spanish Term Loan
    
    
    62.3
    
    
    
    72.5Uncommitted accounts receivable facilities
    
    
    
    
    
    
    1.1Other
    
    
    15.9
    
    
    
    17.1ROWCredit facilities
    
    
    40.1
    
    
    
    16.3Total debt
    
    
    933.2
    
    
    
    922.3Less current maturities
    
    
    69.9
    
    
    
    53.0Long-term debt
    
    $
    863.3
    
    
    $
    869.3
    Subordinated Convertible Notes
    
    
    1.00% Senior Convertible Notes
    
    
    0.875% Convertible NotesApril 2,
    
    
    December 31,
    
    
    April 2,
    
    
    December 31,
    
    
    April 2,
    
    
    December 31,(in millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Face value
    
    $
    429.5
    
    
    $
    429.5
    
    
    $
    10.6
    
    
    $
    10.6
    
    
    $
    355.0
    
    
    $
    355.0Debt discount
    
    
    (266.4
    )
    
    
    (266.6
    )
    
    
    (1.5
    )
    
    
    (1.7
    )
    
    
    (72.7
    )
    
    
    (77.0
    )Book value
    
    
    163.1
    
    
    
    162.9
    
    
    
    9.1
    
    
    
    8.9
    
    
    
    282.3
    
    
    
    278.0Maturity date
    
    November 2029
    
    October 2012
    
    November 2013Stated annual interest rate
    
    4.50% until Nov 2019
2.25%
until Nov 2029
    
    1.00% until Oct 2012
    
    0.875% until Nov 2013Interest payments
    
    Semi-annually:
May 15 & November 15
    
    Semi-annually:
April 15 & October 15
    
    Semi-annually:
May 15 & November 15
   10




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Subordinated Convertible Notes
  1.00% Senior Convertible Notes
   0.875% Convertible Notes
     11




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
   7.125% Senior Notes and Senior Floating Rate Notes
  7.125% Senior Notes
    
    
    Senior Floating Rate Notes(in millions)
    
    Apr 2, 2010
    
    
    
    
    
    
    Dec 31, 2009
    
    
    Apr 2, 2010
    
    
    
    
    
    
    Dec 31, 2009Face value
    
    $
    200.0
    
    
    
    
    
    
    $
    200.0
    
    
    $
    125.0
    
    
    
    
    
    
    $
    125.0Fair value
    
    
    199.5
    
    
    
    
    
    
    
    196.0
    
    
    
    112.5
    
    
    
    
    
    
    
    111.3Interest rate
    
    
    7.125
    %
    
    
    
    
    
    
    7.125
    %
    
    
    2.6
    %
    
    
    
    
    
    
    2.7
    %Interest payment
    
    Semi-annually:
    
    3-month LIBOR rate plus 2.375%Apr 1 & Oct 1
    
    Quarterly: Jan 1, Apr 1, Jul 1 & Oct 1Maturity date
    
    April 2017
    
    April 2015Guarantee
    
    Jointly and severally guaranteed by the Companys wholly-owned U.S. and Canadian subsidiariesCall Option(1)
    
    Beginning Date
    
    
    
    
    
    Percentage
    
    
    Beginning Date
    
    
    
    
    
    
    PercentageApril 1, 2012
    
    
    
    
    
    
    103.563
    %
    
    April 1, 2009
    
    
    
    
    
    
    102.0
    %April 1, 2013
    
    
    
    
    
    
    102.375
    %
    
    April 1, 2010
    
    
    
    
    
    
    101.0
    %April 1, 2014
    
    
    
    
    
    
    101.188
    %
    
    April 1, 2011
    
    
    
    
    
    
    100.0
    %April 1, 2015
    
    
    
    
    
    
    100.000
    %
 
 (1)
    
    The Company may, at its option, redeem the Notes on or after the following dates and percentages (plus interest due)   Senior Secured Revolving Credit Facility (Amended Credit Facility)
   12




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
    Amended credit facility(in millions)
    
    Apr 2, 2010
    
    
    Dec 31, 2009Outstanding borrowings
    
    $
    
    
    
    $
    Undrawn availability
    
    
    372.3
    
    
    
    293.6Interest rate
    
    
    
    
    
    
    Outstanding letters of credit
    
    
    27.7
    
    
    
    28.2Original issuance
    
    November 2003Maturity date
    
    July 2012
 Spanish Term Loans
  Spanish Term Loans(1)(in millions)
    
    Apr 2, 2010
    
    
    Dec 31, 2009Outstanding borrowings
    
    $
    62.3
    
    
    $
    72.5Interest rate  weighted average(2)
    
    
    4.1
    %
    
    
    4.1
    %
 (1)
    
    The terms of the Spanish Term Loans are as follows: Original
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest rate(in millions)
    
    Amount
    
    
    Issuance Date
    
    
    Maturity Date
    
    
    Interest rate
    
    
    Loan and Interest payable
    
    
    Swap(2)Term Loan 1
    
    20.0 euros
    
    
    February 2008
    
    
    March 2013
    
    
    Euribor +0.5%
    
    
    Semi-annual: Aug & Feb
    
    
    
    4.2
    %Term Loan 2
    
    10.0 euros
    
    April 2008
    
    April 2013
    
    Euribor +0.75%
    
    Semi-annual: Apr & Oct
    
    
    
    4.58
    %Term Loan 3
    
    21.0 euros
    
    June 2008
    
    June 2013
    
    Euribor +0.75%
    
    Quarterly: Mar, Jun, Sept & Dec
    
    
    
    4.48
    %Term Loan 4
    
    15.0 euros
    
    September 2009
    
    
    August 2014
    
    Euribor +2.0%
    
    Quarterly: Mar, Jun, Sept & Dec
Principal payments: Feb & Aug
    
    
    
    
 (2)
    
    At the issuance date of the respective term loans, the Company entered into fixed interest rate swaps to coincide with the terms and conditions of the term loans that will effectively
hedge the variable interest rate with a fixed interest rate. Europe and North Africa Credit Facilities
  Europe and North Africa credit facilities(in millions)
    
    Apr 2, 2010
    
    
    Dec 31, 2009Outstanding borrowings
    
    $
    26.3
    
    
    $
    31.4Undrawn availability
    
    
    138.3
    
    
    
    147.7Interest rate  weighted average
    
    
    5.1
    %
    
    
    4.6
    %Maturity date
    
    Various
  13




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Europe and North Africa Uncommitted Accounts Receivable Facilities
  Uncommitted accounts receivable facilities(in millions)
    
    Apr 2, 2010
    
    
    Dec 31, 2009Outstanding borrowings
    
    $
    
    
    
    $
    1.1Undrawn availability
    
    
    117.4
    
    
    
    125.4Interest rate  weighted average
    
    
    
    
    
    
    1.7
    %Maturity date
    
    Various
  ROW credit facilities
  ROW credit facilities(in millions)
    
    Apr 2, 2010
    
    
    Dec 31, 2009Outstanding borrowings
    
    $
    40.1
    
    
    $
    16.3Undrawn availability
    
    
    299.7
    
    
    
    361.4Interest rate  weighted average
    
    
    2.8
    %
    
    
    2.3
    %Maturity date
    
    Various
  9. Financial Instruments
  Cash Flow Hedges
     14




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Fair Value of Derivatives Instruments
  April 2, 2010
    
    
    December 31, 2009Notional
    
    
    Fair Value
    
    
    Notional
    
    
    Fair ValueAmount
    
    
    Asset (1)
    
    
    Liability (2)
    
    
    Amount
    
    
    Asset (1)
    
    
    Liability (2)Derivatives designated as cash flow hedges:Interest rate swap
    
    $
    53.1
    
    
    $
    2.3
    
    
    $
    0.5
    
    
    $
    60.1
    
    
    $
    2.5
    
    
    $
    0.6Commodity futures
    
    
    225.2
    
    
    
    31.1
    
    
    
    8.0
    
    
    
    195.0
    
    
    
    25.1
    
    
    
    9.1Foreign currency exchange
    
    
    251.4
    
    
    
    1.5
    
    
    
    7.4
    
    
    
    274.8
    
    
    
    2.7
    
    
    
    3.4$
    34.9
    
    
    $
    15.9
    
    
    
    
    
    
    $
    30.3
    
    
    $
    13.1Derivatives not designated as cash
flow hedges:Foreign currency exchange
    
    $
    26.6
    
    
    $
    
    
    
    
    0.4
    
    
    $
    29.6
    
    
    $
    0.1
    
    
    
    0.3$
    
    
    
    $
    0.4
    
    
    
    
    
    
    $
    0.1
    
    
    $
    0.3
 (1)
    
    Balance recorded in Prepaid expenses and other and Other non-current assets(2)
    
    Balance recorded in Accrued liabilities and Other liabilities   April 2, 2010Ineffective portion andEffective Portion
    
    
    Reclassified from
    
    
    amount excluded fromrecognized in OCI
    
    
    Accumulated OCI
    
    
    effectiveness testingGain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    LocationDerivatives designated as
cash flow hedges:Interest rate swap
    
    $
    1.7
    
    
    $
    (0.1
    )
    
    $
    0.1
    
    
    Interest ExpenseCommodity futures
    
    
    23.1
    
    
    
    (7.0
    )
    
    
    
    
    
    Costs of SalesForeign currency exchange
    
    
    (5.1
    )
    
    
    (0.9
    )
    
    
    (0.8
    )
    
    Other income/(expense)Total
    
    $
    19.7
    
    
    $
    (8.0
    )
    
    $
    (0.7
    )April 3, 2009Ineffective portion andEffective Portion
    
    
    Reclassified from
    
    
    amount excluded fromrecognized in OCI
    
    
    Accumulated OCI
    
    
    effectiveness testingGain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    LocationDerivatives designated as
cash flow hedges:Interest rate swap
    
    $
    2.3
    
    
    $
    (0.6
    )
    
    $
    (0.1
    )
    
    Interest ExpenseCommodity futures
    
    
    (31.1
    )
    
    
    (36.8
    )
    
    
    (0.1
    )
    
    Costs of SalesForeign currency exchange
    
    
    (11.7
    )
    
    
    (0.1
    )
    
    
    1.6
    
    
    Other income/(expense)Total
    
    $
    (40.5
    )
    
    $
    (37.5
    )
    
    $
    1.4
   15




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Other Forward Pricing Agreements
  10. Income Taxes
    11. Employee Benefit Plans
  Defined Benefit Pension Plans
   16




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    0.6Interest cost
    
    
    2.1
    
    
    
    1.4
    
    
    
    2.0
    
    
    
    1.3Expected return on plan assets
    
    
    (2.1
    )
    
    
    (0.4
    )
    
    
    (1.8
    )
    
    
    (0.4
    )Amortization of prior service cost
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    Amortization of net loss
    
    
    1.3
    
    
    
    0.1
    
    
    
    1.7
    
    
    
    0.1Net pension expense
    
    $
    1.7
    
    
    $
    1.7
    
    
    $
    2.5
    
    
    $
    1.6
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Postretirement benefit expense:Service cost
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.1
    
    
    
    0.1Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.2
 Defined Contribution Plans
  12. Total Equity
   Company common shareholdersAccumulatedPreferred
    
    
    Common
    
    
    Addl
    
    
    
    
    
    
    
    
    
    
    Otherstock
    
    
    Stock
    
    
    Paid in
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingTotal
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    InterestBalance, December 31, 2009
    
    $
    1,509.8
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    637.1
    
    
    $
    (72.9
    )
    
    $
    806.1
    
    
    $
    (8.9
    )
    
    $
    144.0Comprehensive income (loss):Net income (loss) including
noncontrolling interest
    
    
    (5.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.7
    )
    
    
    
    
    
    
    2.6Foreign currency translation adj.
    
    
    (19.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5.1
    )
    
    
    (14.4
    )Unrealized gain (loss) on
financial instruments
    
    
    4.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.7
    
    
    
    0.7Comprehensive income (loss)
    
    
    (20.2
    )Preferred stock dividend
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Other  Issuance pursuant to
restricted stock, stock options
and other benefits plans
    
    
    2.2
    
    
    
    
    
    
    
    
    
    
    
    2.4
    
    
    
    (0.2
    )Balance, April 2, 2010
    
    $
    1,491.7
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    639.5
    
    
    $
    (73.1
    )
    
    $
    798.3
    
    
    $
    (10.3
    )
    
    $
    132.9
  17




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Company common shareholdersAccumulatedPreferred
    
    
    Common
    
    
    Addl
    
    
    
    
    
    
    
    
    
    
    Otherstock
    
    
    Stock
    
    
    Paid in
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingTotal
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    InterestBalance, December 31, 2008
    
    $
    1,140.6
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    486.6
    
    
    $
    (71.9
    )
    
    $
    749.7
    
    
    $
    (149.3
    )
    
    $
    121.1Comprehensive income (loss):Net income (loss) including
noncontrolling interest
    
    
    (25.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27.1
    )
    
    
    
    
    
    
    1.4Foreign currency translation adj.
    
    
    (16.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16.4
    )
    
    
    0.3Unrealized gain (loss) on financial
instruments
    
    
    26.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24.3
    
    
    
    2.6Unrealized investment gain (loss) on def comp
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.8Comprehensive income (loss)
    
    
    (9.1
    )Preferred stock dividend
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefit from stock compensation
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Other  Issuance pursuant to restricted
stock, stock options and other benefits
plans
    
    
    4.2
    
    
    
    
    
    
    
    
    
    
    
    2.7
    
    
    
    (0.4
    )
    
    
    0.1
    
    
    
    
    
    
    
    1.8Balance, April 3, 2009
    
    $
    1,135.4
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    489.1
    
    
    $
    (72.3
    )
    
    $
    722.6
    
    
    $
    (135.6
    )
    
    $
    127.2
  April 2, 2010
    
    
    December 31, 2009Company
    
    
    
    
    
    
    Companycommon
    
    
    Noncontrolling
    
    
    common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestForeign currency translation adjustment
    
    $
    35.9
    
    
    $
    (10.0
    )
    
    $
    41.0
    
    
    $
    4.4Pension adjustments, net of tax
    
    
    (38.1
    )
    
    
    (0.8
    )
    
    
    (38.1
    )
    
    
    (0.8
    )Change in fair value of derivatives, net of tax
    
    
    (8.7
    )
    
    
    0.9
    
    
    
    (12.4
    )
    
    
    0.2Company deferred stock held in rabbi trust, net of tax
    
    
    7.3
    
    
    
    
    
    
    
    7.3
    
    
    
    Defined benefit  pension, net of tax
    
    
    (7.0
    )
    
    
    
    
    
    
    (7.0
    )
    
    
    Other
    
    
    0.3
    
    
    
    
    
    
    
    0.3
    
    
    
    Accumulated other comprehensive income (loss)
    
    $
    (10.3
    )
    
    $
    (9.9
    )
    
    $
    (8.9
    )
    
    $
    3.8
  Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Company
    
    
    
    
    
    
    Companycommon
    
    
    Noncontrolling
    
    
    common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestNet income (loss) (1)
    
    $
    (7.7
    )
    
    $
    2.6
    
    
    $
    (27.1
    )
    
    $
    1.4Currency translation gain (loss)
    
    
    (5.1
    )
    
    
    (14.4
    )
    
    
    (16.4
    )
    
    
    0.3Change in fair value of derivatives, net of tax
    
    
    3.7
    
    
    
    0.7
    
    
    
    24.3
    
    
    
    2.6Company deferred stock held in rabbi trust
gain, net of tax
    
    
    
    
    
    
    
    
    
    
    5.8
    
    
    
    Comprehensive income (loss)
    
    $
    (9.1
    )
    
    $
    (11.1
    )
    
    $
    (13.4
    )
    
    $
    4.3
 (1)
    
    Net income before preferred stock dividend payments.   18




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 13. Share-Based Compensation
  Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Non-qualified stock option expense
    
    $
    1.1
    
    
    $
    1.2Non-vested stock awards expense
    
    
    1.3
    
    
    
    1.4Total pre-tax share-based compensation expense
    
    $
    2.4
    
    
    $
    2.6Excess tax benefit on share-based compensation (1)
    
    $
    
    
    
    $
    (0.2
    )
 (1)
    
    Cash inflows recognized as financing activities in the condensed consolidated statements of cash flows.  14. Shipping and Handling Costs
  15. Loss Per Common Share
  Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Loss per common share  basic:Net loss for basic EPS computation (1)
    
    $
    (7.8
    )
    
    $
    (27.2
    )Weighted average shares outstanding for basic EPS computation (2)
    
    
    52.0
    
    
    
    51.9Loss per common share  basic (3)
    
    $
    (0.15
    )
    
    $
    (0.52
    )Loss per common share  assuming dilutionNet loss
    
    $
    (7.8
    )
    
    $
    (27.2
    )Add: preferred stock dividends
    
    
    0.1
    
    
    
    0.1Net loss for diluted EPS computation(1)
    
    $
    (7.7
    )
    
    $
    (27.1
    )Weighted average shares outstanding including nonvested shares
    
    
    52.0
    
    
    
    51.9Dilutive effect of convertible bonds(4)
    
    
    
    
    
    
    Dilutive effect of stock options and restricted stock units(4)
    
    
    
    
    
    
    Dilutive effect of assumed conversion of preferred stock(4)
    
    
    
    
    
    
    Weighted average shares outstanding for diluted EPS computation(2)
    
    
    52.0
    
    
    
    51.9Loss per common share  assuming dilution
    
    $
    (0.15
    )
    
    $
    (0.52
    )
 (1)
    
    Numerator(2)
    
    Denominator(3)
    
    Under the two-class method, Loss per share 
basic reflects undistributed loss per share for
both common stock and unvested share-based payment awards (restricted stock).(4)
    
    Excluded as any impact would be anti-dilutive  19




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Earnings per Share
   Incremental SharesShares Underlying
    
    
    
    
    
    
    Total Treasury
    
    
    Shares Due to the
    
    
    Issued by the0.875% Convertible
    
    
    Warrant
    
    
    Method Incremental
    
    
    Company under
    
    
    Company uponShare Price
    
    
    
    
    Notes
    
    
    Shares
    
    
    Shares(1)
    
    
    Note Hedges
    
    
    Conversion(2)$
    50.36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    60.36
    
    
    
    
    
    1,167,502
    
    
    
    
    
    
    
    1,167,502
    
    
    
    (1,167,502
    )
    
    
    $
    70.36
    
    
    
    
    
    2,003,400
    
    
    
    
    
    
    
    2,003,400
    
    
    
    (2,003,400
    )
    
    
    $
    80.36
    
    
    
    
    
    2,631,259
    
    
    
    382,618
    
    
    
    3,013,877
    
    
    
    (2,631,259
    )
    
    
    382,618$
    90.36
    
    
    
    
    
    3,120,150
    
    
    
    1,120,363
    
    
    
    4,240,513
    
    
    
    (3,120,150
    )
    
    
    1,120,363$
    100.36
    
    
    
    
    
    3,511,614
    
    
    
    1,711,088
    
    
    
    5,222,702
    
    
    
    (3,511,614
    )
    
    
    1,711,088
 (1)
    
    Represents the number of incremental shares that must be included in the calculation of
fully diluted shares under GAAP.(2)
    
    Represents the number of incremental shares to be issued by the Company upon conversion of
the 0.875% Convertible Notes, assuming concurrent settlement of the note hedges and warrants.   Shares Underlying1.00% Senior
    
    
    Total Treasury MethodShare Price
    
    
    
    
    Convertible Notes
    
    
    Incremental Shares(1)$
    83.93
    
    
    
    
    
    
    
    
    
    $
    93.93
    
    
    
    
    
    13,425
    
    
    
    13,425$
    103.93
    
    
    
    
    
    24,271
    
    
    
    24,271$
    113.93
    
    
    
    
    
    33,213
    
    
    
    33,213$
    123.93
    
    
    
    
    
    40,712
    
    
    
    40,712$
    133.93
    
    
    
    
    
    47,091
    
    
    
    47,091
 (1)
    
    Represents the number of incremental shares that must be included in the calculation of fully
diluted shares under GAAP.   20




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Shares UnderlyingSubordinated
    
    
    Total Treasury MethodShare Price
    
    
    
    
    Convertible Notes
    
    
    Incremental Shares(1)$
    36.75
    
    
    
    
    
    
    
    
    
    $
    38.75
    
    
    
    
    
    603,152
    
    
    
    603,152$
    40.75
    
    
    
    
    
    1,147,099
    
    
    
    1,147,099$
    42.75
    
    
    
    
    
    1,640,151
    
    
    
    1,640,151$
    44.75
    
    
    
    
    
    2,089,131
    
    
    
    2,089,131
 (1)
    
    Represents the number of incremental shares that must be included in the calculation
of fully diluted shares under GAAP. 16. Segment Information
    Three Fiscal Months EndedApril 2,
    
    
    April 3,(in millions)
    
    2010
    
    
    2009Net sales:North America
    
    $
    407.0
    
    
    $
    369.2Europe and North Africa
    
    
    357.2
    
    
    
    370.5ROW
    
    
    333.8
    
    
    
    301.6Total
    
    $
    1,098.0
    
    
    $
    1,041.3Operating income (loss):North America
    
    $
    30.4
    
    
    $
    (17.7
    )Europe and North Africa
    
    
    5.9
    
    
    
    (4.1
    )ROW
    
    
    21.0
    
    
    
    (1.1
    )Total
    
    $
    57.3
    
    
    $
    (22.9
    )
 April 2,
    
    
    December 31,(in millions)
    
    2010
    
    
    2009Identifiable Assets:North America
    
    $
    875.2
    
    
    $
    832.3Europe and North Africa
    
    
    1,453.7
    
    
    
    1,520.9ROW
    
    
    1,573.2
    
    
    
    1,552.6Corporate
    
    
    115.4
    
    
    
    108.3Total
    
    $
    4,017.5
    
    
    $
    4,014.1
  21




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 17. Commitments and Contingencies
        22




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
       18. Unconsolidated Affiliated Companies
  19. Fair Value Disclosure
 ASC820 Fair Value Measurements and Disclosures
 
    
    Level 1  Quoted prices in active markets for identical assets or liabilities. Level 1
assets and liabilities include debt and equity securities and derivative contracts that are
traded in an active exchange market.
  23




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 
    
    Level 2  Observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of
the assets or liabilities.
 
    
    Level 3  Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, discounted cash
flow methodologies, or similar techniques for which the determination of fair value requires
significant management judgment or estimation.
   Fair Value MeasurementApril 2, 2010
    
    
    December 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair Value
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    34.9
    
    
    $
    
    
    
    $
    34.9
    
    
    $
    
    
    
    $
    30.4
    
    
    $
    
    
    
    $
    30.4Trading securities
    
    
    14.8
    
    
    
    
    
    
    
    
    
    
    
    14.8
    
    
    
    14.2
    
    
    
    
    
    
    
    
    
    
    
    14.2Total Assets
    
    $
    14.8
    
    
    $
    34.9
    
    
    $
    
    
    
    $
    49.7
    
    
    $
    14.2
    
    
    $
    30.4
    
    
    $
    
    
    
    $
    44.6LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    16.3
    
    
    $
    
    
    
    $
    16.3
    
    
    $
    
    
    
    $
    13.4
    
    
    $
    
    
    
    $
    13.4Total liabilities
    
    $
    
    
    
    $
    16.3
    
    
    $
    
    
    
    $
    16.3
    
    
    $
    
    
    
    $
    13.4
    
    
    $
    
    
    
    $
    13.4
    24




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 20. Supplemental Guarantor and Parent Company Condensed Financial Information
  Condensed Statements of Operations
Three Fiscal Months Ended April 2, 2010
 Non-Parent
    
    
    Guarantor
    
    
    GuarantorCompany
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    398.4
    
    
    $
    699.6
    
    
    $
    
    
    
    $
    1,098.0Intercompany
    
    
    12.0
    
    
    
    0.3
    
    
    
    15.0
    
    
    
    (27.3
    )
    
    
    12.0
    
    
    
    398.7
    
    
    
    714.6
    
    
    
    (27.3
    )
    
    
    1,098.0Cost of sales
    
    
    
    
    
    
    339.6
    
    
    
    636.1
    
    
    
    (15.3
    )
    
    
    960.4Gross profit
    
    
    12.0
    
    
    
    59.1
    
    
    
    78.5
    
    
    
    (12.0
    )
    
    
    137.6Selling, general and administrative
expenses
    
    
    9.1
    
    
    
    34.9
    
    
    
    48.3
    
    
    
    (12.0
    )
    
    
    80.3Operating income
    
    
    2.9
    
    
    
    24.2
    
    
    
    30.2
    
    
    
    
    
    
    
    57.3Other income (expense)
    
    
    
    
    
    
    0.2
    
    
    
    (36.7
    )
    
    
    
    
    
    
    (36.5
    )Interest income (expense):Interest expense
    
    
    (15.3
    )
    
    
    (20.7
    )
    
    
    (5.8
    )
    
    
    22.8
    
    
    
    (19.0
    )Interest income
    
    
    20.0
    
    
    
    2.8
    
    
    
    1.1
    
    
    
    (22.8
    )
    
    
    1.14.7
    
    
    
    (17.9
    )
    
    
    (4.7
    )
    
    
    
    
    
    
    (17.9
    )Income (loss) before income taxes
    
    
    7.6
    
    
    
    6.5
    
    
    
    (11.2
    )
    
    
    
    
    
    
    2.9Income tax provision
    
    
    (2.8
    )
    
    
    (0.3
    )
    
    
    (5.2
    )
    
    
    
    
    
    
    (8.3
    )Equity in net income of subsidiaries
    
    
    (12.5
    )
    
    
    (18.7
    )
    
    
    0.1
    
    
    
    31.4
    
    
    
    0.3Net income (loss) including
noncontrolling interest
    
    
    (7.7
    )
    
    
    (12.5
    )
    
    
    (16.3
    )
    
    
    31.4
    
    
    
    (5.1
    )Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    2.6
    
    
    
    
    
    
    
    2.6Net loss attributable to
Company common shareholders
    
    $
    (7.8
    )
    
    $
    (12.5
    )
    
    $
    (18.9
    )
    
    $
    31.4
    
    
    $
    (7.8
    )
  25




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Statements of Operations

Three Fiscal Months Ended April 3, 2009
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    362.6
    
    
    $
    678.7
    
    
    $
    
    
    
    $
    1,041.3Intercompany
    
    
    14.0
    
    
    
    0.6
    
    
    
    10.1
    
    
    
    (24.7
    )
    
    
    14.0
    
    
    
    363.2
    
    
    
    688.8
    
    
    
    (24.7
    )
    
    
    1,041.3Cost of sales
    
    
    
    
    
    
    339.4
    
    
    
    639.9
    
    
    
    (10.1
    )
    
    
    969.2Gross profit
    
    
    14.0
    
    
    
    23.8
    
    
    
    48.9
    
    
    
    (14.6
    )
    
    
    72.1Selling, general and administrative expenses
    
    
    11.2
    
    
    
    43.6
    
    
    
    54.8
    
    
    
    (14.6
    )
    
    
    95.0Operating income (loss)
    
    
    2.8
    
    
    
    (19.8
    )
    
    
    (5.9
    )
    
    
    
    
    
    
    (22.9
    )Other income (expense)
    
    
    
    
    
    
    (0.8
    )
    
    
    4.3
    
    
    
    
    
    
    
    3.5Interest income (expense):Interest expense
    
    
    (17.5
    )
    
    
    (17.4
    )
    
    
    (10.3
    )
    
    
    22.7
    
    
    
    (22.5
    )Interest income
    
    
    17.0
    
    
    
    5.8
    
    
    
    1.1
    
    
    
    (22.7
    )
    
    
    1.2(0.5
    )
    
    
    (11.6
    )
    
    
    (9.2
    )
    
    
    
    
    
    
    (21.3
    )Income (loss) before income taxes
    
    
    2.3
    
    
    
    (32.2
    )
    
    
    (10.8
    )
    
    
    
    
    
    
    (40.7
    )Income tax (provision) benefit
    
    
    (0.9
    )
    
    
    11.4
    
    
    
    4.4
    
    
    
    
    
    
    
    14.9Equity in net income of subsidiaries
    
    
    (28.5
    )
    
    
    (7.7
    )
    
    
    0.1
    
    
    
    36.2
    
    
    
    0.1Net income (loss) including
noncontrolling interest
    
    
    (27.1
    )
    
    
    (28.5
    )
    
    
    (6.3
    )
    
    
    36.2
    
    
    
    (25.7
    )Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    1.4Net loss attributable to
Company common shareholders
    
    $
    (27.2
    )
    
    $
    (28.5
    )
    
    $
    (7.7
    )
    
    $
    36.2
    
    
    $
    (27.2
    )
  26




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Balance Sheets
April 2, 2010
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    22.0
    
    
    $
    8.4
    
    
    $
    395.9
    
    
    $
    
    
    
    $
    426.3Receivables, net of allowances
    
    
    
    
    
    
    236.8
    
    
    
    648.3
    
    
    
    
    
    
    
    885.1Inventories, net
    
    
    
    
    
    
    400.9
    
    
    
    707.6
    
    
    
    
    
    
    
    1,108.5Deferred income taxes
    
    
    
    
    
    
    9.5
    
    
    
    36.7
    
    
    
    
    
    
    
    46.2Prepaid expenses and other
    
    
    1.9
    
    
    
    42.9
    
    
    
    50.9
    
    
    
    
    
    
    
    95.7Total current assets
    
    
    23.9
    
    
    
    698.5
    
    
    
    1,839.4
    
    
    
    
    
    
    
    2,561.8Property, plant and equipment, net
    
    
    0.5
    
    
    
    197.1
    
    
    
    800.4
    
    
    
    
    
    
    
    998.0Deferred income taxes
    
    
    0.6
    
    
    
    (0.3
    )
    
    
    21.5
    
    
    
    
    
    
    
    21.8Intercompany accounts
    
    
    1,109.7
    
    
    
    384.7
    
    
    
    22.6
    
    
    
    (1,517.0
    )
    
    
    Investment in subsidiaries
    
    
    1,097.3
    
    
    
    1,237.4
    
    
    
    
    
    
    
    (2,334.7
    )
    
    
    Goodwill
    
    
    
    
    
    
    5.3
    
    
    
    157.7
    
    
    
    
    
    
    
    163.0Intangible assets, net
    
    
    
    
    
    
    0.6
    
    
    
    198.2
    
    
    
    
    
    
    
    198.8Unconsolidated affiliated companies
    
    
    
    
    
    
    3.5
    
    
    
    6.2
    
    
    
    
    
    
    
    9.7Other non-current assets
    
    
    11.4
    
    
    
    24.1
    
    
    
    28.9
    
    
    
    
    
    
    
    64.4Total assets
    
    $
    2,243.4
    
    
    $
    2,550.9
    
    
    $
    3,074.9
    
    
    $
    (3,851.7
    )
    
    $
    4,017.5Liabilities and Total EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    125.4
    
    
    $
    714.9
    
    
    $
    
    
    
    $
    840.3Accrued liabilities
    
    
    (20.0
    )
    
    
    99.4
    
    
    
    242.5
    
    
    
    
    
    
    
    321.9Current portion of long-term debt
    
    
    
    
    
    
    0.1
    
    
    
    69.8
    
    
    
    
    
    
    
    69.9Total current liabilities
    
    
    (20.0
    )
    
    
    224.9
    
    
    
    1,027.2
    
    
    
    
    
    
    
    1,232.1Long-term debt
    
    
    788.6
    
    
    
    
    
    
    
    74.7
    
    
    
    
    
    
    
    863.3Deferred income taxes
    
    
    103.4
    
    
    
    (29.4
    )
    
    
    119.4
    
    
    
    
    
    
    
    193.4Intercompany accounts
    
    
    
    
    
    
    1,132.3
    
    
    
    384.7
    
    
    
    (1,517.0
    )
    
    
    Other liabilities
    
    
    12.6
    
    
    
    125.8
    
    
    
    98.6
    
    
    
    
    
    
    
    237.0Total liabilities
    
    
    884.6
    
    
    
    1,453.6
    
    
    
    1,704.6
    
    
    
    (1,517.0
    )
    
    
    2,525.8Total Company shareholders equity
    
    
    1,358.8
    
    
    
    1,097.3
    
    
    
    1,237.4
    
    
    
    (2,334.7
    )
    
    
    1,358.8Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    132.9
    
    
    
    
    
    
    
    132.9Total liabilities and equity
    
    $
    2,243.4
    
    
    $
    2,550.9
    
    
    $
    3,074.9
    
    
    $
    (3,851.7
    )
    
    $
    4,017.5
  27




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Balance Sheets
December 31, 2009
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    22.7
    
    
    $
    10.2
    
    
    $
    466.5
    
    
    $
    
    
    
    $
    499.4Receivables, net of allowances
    
    
    
    
    
    
    208.6
    
    
    
    695.0
    
    
    
    
    
    
    
    903.6Inventories, net
    
    
    
    
    
    
    377.0
    
    
    
    625.4
    
    
    
    
    
    
    
    1,002.4Deferred income taxes
    
    
    
    
    
    
    8.2
    
    
    
    44.4
    
    
    
    
    
    
    
    52.6Prepaid expenses and other
    
    
    1.9
    
    
    
    42.1
    
    
    
    50.7
    
    
    
    
    
    
    
    94.7Total current assets
    
    
    24.6
    
    
    
    646.1
    
    
    
    1,882.0
    
    
    
    
    
    
    
    2,552.7Property, plant and equipment, net
    
    
    0.6
    
    
    
    202.2
    
    
    
    812.5
    
    
    
    
    
    
    
    1,015.3Deferred income taxes
    
    
    0.6
    
    
    
    (0.4
    )
    
    
    23.9
    
    
    
    
    
    
    
    24.1Intercompany accounts
    
    
    1,091.5
    
    
    
    471.4
    
    
    
    19.3
    
    
    
    (1,582.2
    )
    
    
    Investment in subsidiaries
    
    
    1,115.1
    
    
    
    1,237.4
    
    
    
    
    
    
    
    (2,352.5
    )
    
    
    Goodwill
    
    
    
    
    
    
    5.3
    
    
    
    152.1
    
    
    
    
    
    
    
    157.4Intangible assets, net
    
    
    
    
    
    
    0.6
    
    
    
    197.0
    
    
    
    
    
    
    
    197.6Unconsolidated affiliated companies
    
    
    
    
    
    
    3.8
    
    
    
    6.4
    
    
    
    
    
    
    
    10.2Other non-current assets
    
    
    11.7
    
    
    
    25.2
    
    
    
    19.9
    
    
    
    
    
    
    
    56.8Total assets
    
    $
    2,244.1
    
    
    $
    2,591.6
    
    
    $
    3,113.1
    
    
    $
    (3,934.7
    )
    
    $
    4,014.1Liabilities and Total EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    85.4
    
    
    $
    677.1
    
    
    $
    
    
    
    $
    762.5Accrued liabilities
    
    
    (21.6
    )
    
    
    103.5
    
    
    
    280.0
    
    
    
    
    
    
    
    361.9Current portion of long-term debt
    
    
    
    
    
    
    0.1
    
    
    
    52.9
    
    
    
    
    
    
    
    53.0Total current liabilities
    
    
    (21.6
    )
    
    
    189.0
    
    
    
    1,010.0
    
    
    
    
    
    
    
    1,177.4Long-term debt
    
    
    783.7
    
    
    
    0.1
    
    
    
    85.5
    
    
    
    
    
    
    
    869.3Deferred income taxes
    
    
    103.4
    
    
    
    (29.4
    )
    
    
    135.5
    
    
    
    
    
    
    
    209.5Intercompany accounts
    
    
    
    
    
    
    1,182.8
    
    
    
    399.4
    
    
    
    (1,582.2
    )
    
    
    Other liabilities
    
    
    12.8
    
    
    
    134.0
    
    
    
    101.3
    
    
    
    
    
    
    
    248.1Total liabilities
    
    
    878.3
    
    
    
    1,476.5
    
    
    
    1,731.7
    
    
    
    (1,582.2
    )
    
    
    2,504.3Total Company shareholders equity
    
    
    1,365.8
    
    
    
    1,115.1
    
    
    
    1,237.4
    
    
    
    (2,352.5
    )
    
    
    1,365.8Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    144.0
    
    
    
    
    
    
    
    144.0Total liabilities and equity
    
    $
    2,244.1
    
    
    $
    2,591.6
    
    
    $
    3,113.1
    
    
    $
    (3,934.7
    )
    
    $
    4,014.1
  28




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Statements of Cash Flows

Three Fiscal Months Ended April 2, 2010
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    13.8
    
    
    $
    (74.4
    )
    
    $
    42.5
    
    
    $
    
    
    
    $
    (18.1
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (2.1
    )
    
    
    (17.6
    )
    
    
    
    
    
    
    (19.7
    )Proceeds from properties sold
    
    
    
    
    
    
    0.1
    
    
    
    2.8
    
    
    
    
    
    
    
    2.9Acquisitions, net of cash acquired
    
    
    
    
    
    
    (4.0
    )
    
    
    (4.2
    )
    
    
    
    
    
    
    (8.2
    )Other
    
    
    
    
    
    
    (0.2
    )
    
    
    (0.9
    )
    
    
    
    
    
    
    (1.1
    )Net cash flows of investing activities
    
    
    
    
    
    
    (6.2
    )
    
    
    (19.9
    )
    
    
    
    
    
    
    (26.1
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Intercompany accounts
    
    
    (14.4
    )
    
    
    68.0
    
    
    
    (53.6
    )
    
    
    
    
    
    
    Proceeds of other debt
    
    
    
    
    
    
    
    
    
    
    11.6
    
    
    
    
    
    
    
    11.6Net cash flows of financing activities
    
    
    (14.5
    )
    
    
    68.0
    
    
    
    (42.0
    )
    
    
    
    
    
    
    11.5Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    10.8
    
    
    
    (51.2
    )
    
    
    
    
    
    
    (40.4
    )Decrease in cash and cash equivalents
    
    
    (0.7
    )
    
    
    (1.8
    )
    
    
    (70.6
    )
    
    
    
    
    
    
    (73.1
    )Cash and cash equivalents  beginning of period
    
    
    22.7
    
    
    
    10.2
    
    
    
    466.5
    
    
    
    
    
    
    
    499.4Cash and cash equivalents  end of period
    
    $
    22.0
    
    
    $
    8.4
    
    
    $
    395.9
    
    
    $
    
    
    
    $
    426.3
  29




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes
to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Statements of Cash Flows

Three Fiscal Months Ended April 3, 2009
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    17.6
    
    
    $
    (59.8
    )
    
    $
    26.3
    
    
    $
    
    
    
    $
    (15.9
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (9.4
    )
    
    
    (37.4
    )
    
    
    
    
    
    
    (46.8
    )Proceeds from properties sold
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Other
    
    
    
    
    
    
    (1.6
    )
    
    
    
    
    
    
    
    
    
    
    (1.6
    )Net cash flows of investing activities
    
    
    
    
    
    
    (11.0
    )
    
    
    (37.2
    )
    
    
    
    
    
    
    (48.2
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefits from stock-based
compensation
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Intercompany accounts
    
    
    (19.6
    )
    
    
    8.0
    
    
    
    11.6
    
    
    
    
    
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    53.8
    
    
    
    
    
    
    
    
    
    
    
    53.8Repayments of revolving credit borrowings
    
    
    
    
    
    
    (11.8
    )
    
    
    
    
    
    
    
    
    
    
    (11.8
    )Repayments of other debt
    
    
    
    
    
    
    (2.2
    )
    
    
    (45.3
    )
    
    
    
    
    
    
    (47.5
    )Proceeds from exercise of stock options
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Net cash flows of financing activities
    
    
    (19.8
    )
    
    
    47.8
    
    
    
    (33.7
    )
    
    
    
    
    
    
    (5.7
    )Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    (0.1
    )
    
    
    (7.4
    )
    
    
    
    
    
    
    (7.5
    )Decrease in cash and cash equivalents
    
    
    (2.2
    )
    
    
    (23.1
    )
    
    
    (52.0
    )
    
    
    
    
    
    
    (77.3
    )Cash and cash equivalents  beginning of period
    
    
    2.3
    
    
    
    28.1
    
    
    
    252.2
    
    
    
    
    
    
    
    282.6Cash and cash equivalents  end of period
    
    $
    0.1
    
    
    $
    5.0
    
    
    $
    200.2
    
    
    $
    
    
    
    $
    205.3
  30




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##### Table of Contents



Notes to Parent Company Condensed Financial Information
 Basis of Presentation
  Intercompany Activity
    (in millions)
    
    April 2, 2010
    
    
    December 31, 2009Beginning Balance
    
    $
    1,091.5
    
    
    $
    1,037.3Non-cash transactionsConvertible notes and other debt
    
    
    
    
    
    
    8.9Equity based awards
    
    
    2.4
    
    
    
    10.9Foreign currency and other
    
    
    1.4
    
    
    
    19.3Cash transactions
    
    
    14.4
    
    
    
    15.1Ending Balance
    
    $
    1,109.7
    
    
    $
    1,091.5
 Dividends
  Parent Company Long-Term Debt
  (in millions)
    
    April 2, 2010
    
    
    December 31, 2009Subordinated Convertible Notes due 2029
    
    $
    429.5
    
    
    $
    429.5Debt discount on Subordinated Convertible Notes due 2029
    
    
    (266.4
    )
    
    
    (266.6
    )1.00% Senior Convertible Notes due 2012
    
    
    10.6
    
    
    
    10.6Debt discount on 1.00% Senior Convertible Notes due 2012
    
    
    (1.5
    )
    
    
    (1.7
    )0.875% Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.0Debt discount on 0.875% Convertible Notes due 2013
    
    
    (72.7
    )
    
    
    (77.0
    )7.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Other
    
    
    9.1
    
    
    
    8.9Total Parent Company debt
    
    
    788.6
    
    
    
    783.7Less current maturities
    
    
    
    
    
    
    Parent Company Long-term debt
    
    $
    788.6
    
    
    $
    783.7
 (in millions)
    
    Q1 2011
    
    
    Q1 2012
    
    
    Q1 2013
    
    
    Q1 2014
    
    
    Q1 2015Debt maturities twelve month period ending
    
    $
    
    
    
    $
    
    
    
    $
    10.6
    
    
    $
    355.0
    
    
    $
    125.0
  Commitments and Contingencies
   31




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   ASC250
Accounting Changes and Error Corrections.
 Overview
    Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    407.0
    
    
    
    37
    %
    
    $
    369.2
    
    
    
    35
    %Europe and North Africa
    
    
    357.2
    
    
    
    33
    %
    
    
    370.5
    
    
    
    36
    %ROW
    
    
    333.8
    
    
    
    30
    %
    
    
    301.6
    
    
    
    29
    %Total net sales
    
    $
    1,098.0
    
    
    
    100
    %
    
    $
    1,041.3
    
    
    
    100
    %Operating income (loss):North America
    
    $
    30.4
    
    
    
    53
    %
    
    $
    (17.7
    )
    
    
    77
    %Europe and North Africa
    
    
    5.9
    
    
    
    10
    %
    
    
    (4.1
    )
    
    
    18
    %ROW
    
    
    21.0
    
    
    
    37
    %
    
    
    (1.1
    )
    
    
    5
    %Total operating income (loss)
    
    $
    57.3
    
    
    
    100
    %
    
    $
    (22.9
    )
    
    
    100
    %
   32




---



##### Table of Contents



Current Business Environment
   
    
    Slow global growth, mixed economic indicators and in many markets, continuing
recessionary conditions;
    
    Exceptionally weak demand for electric utility products in North America and
construction products in Europe, particularly as a result of the ongoing deterioration in
the Spanish construction markets;
    
    Delays in large-scale infrastructure projects due to difficult financial markets and
declining electricity demand in the short-term;
    
    Weak demand and lower pricing across a broad spectrum of product lines in all
geographic segments as a result of the challenging economic conditions and heightened
competitive environment;
    
    Continued political uncertainty and currency volatility in certain developing markets;
    
    Worldwide underlying long-term growth trends in electric utility and infrastructure
markets; and
    
    Continuing demand for natural resources, such as oil and gas, and alternative energy
initiatives.
   33




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##### Table of Contents



Acquisitions and Divestitures
  Critical Accounting Policies and Estimates
 ASC250 Accounting Changes
and Error Corrections.
 Accounting Standards
   34




---



##### Table of Contents



Results of Operations
  Three Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    1,098.0
    
    
    
    100.0
    %
    
    $
    1,041.3
    
    
    
    100.0
    %Cost of sales
    
    
    960.4
    
    
    
    87.5
    %
    
    
    969.2
    
    
    
    93.1
    %Gross profit
    
    
    137.6
    
    
    
    12.5
    %
    
    
    72.1
    
    
    
    6.9
    %Selling, general and administrative expenses
    
    
    80.3
    
    
    
    7.3
    %
    
    
    95.0
    
    
    
    9.1
    %Operating income (loss)
    
    
    57.3
    
    
    
    5.2
    %
    
    
    (22.9
    )
    
    
    (2.2
    )%Other income (expense)
    
    
    (36.5
    )
    
    
    (3.3
    )%
    
    
    3.5
    
    
    
    0.3
    %Interest expense, net
    
    
    (17.9
    )
    
    
    (1.6
    )%
    
    
    (21.3
    )
    
    
    (2.0
    )%Income (loss) before income taxes
    
    
    2.9
    
    
    
    0.3
    %
    
    
    (40.7
    )
    
    
    (3.9
    )%Income tax (provision) benefit
    
    
    (8.3
    )
    
    
    (0.8
    )%
    
    
    14.9
    
    
    
    1.4
    %Equity in net earning of affiliated companies
    
    
    0.3
    
    
    
    
    %
    
    
    0.1
    
    
    
    
    %Net loss
    
    
    (5.1
    )
    
    
    (0.5
    )%
    
    
    (25.7
    )
    
    
    (2.5
    )%Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    %
    
    
    0.1
    
    
    
    
    %Less: net income attributable to noncontrolling interest
    
    
    2.6
    
    
    
    0.2
    %
    
    
    1.4
    
    
    
    0.1
    %Net loss attributable to Company common shareholders
    
    $
    (7.8
    )
    
    
    (0.7
    )%
    
    $
    (27.2
    )
    
    
    (2.6
    )%
 Three Fiscal Months Ended April 2, 2010 Compared with Three Fiscal Months Ended April 3, 2009
 Net Sales
  Net SalesThree Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    407.0
    
    
    
    37
    %
    
    $
    369.2
    
    
    
    35
    %Europe and North Africa
    
    
    357.2
    
    
    
    33
    %
    
    
    370.5
    
    
    
    36
    %ROW
    
    
    333.8
    
    
    
    30
    %
    
    
    301.6
    
    
    
    29
    %Total net sales
    
    $
    1,098.0
    
    
    
    100
    %
    
    $
    1,041.3
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    407.0
    
    
    
    37
    %
    
    $
    468.4
    
    
    
    35
    %Europe and North Africa
    
    
    357.2
    
    
    
    33
    %
    
    
    465.6
    
    
    
    34
    %ROW
    
    
    333.8
    
    
    
    30
    %
    
    
    426.4
    
    
    
    31
    %Total metal-adjusted net sales
    
    $
    1,098.0
    
    
    
    100
    %
    
    $
    1,360.4
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (319.1
    )Total net sales
    
    $
    1,098.0
    
    
    
    
    
    
    $
    1,041.3
  35




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##### Table of Contents



Metal Pounds SoldThree Fiscal Months EndedApril 2, 2010
    
    
    April 3, 2009Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    64.9
    
    
    
    31
    %
    
    
    82.3
    
    
    
    33
    %Europe and North Africa
    
    
    68.9
    
    
    
    33
    %
    
    
    79.9
    
    
    
    32
    %ROW
    
    
    73.6
    
    
    
    36
    %
    
    
    87.9
    
    
    
    35
    %Total metal pounds sold
    
    
    207.4
    
    
    
    100
    %
    
    
    250.1
    
    
    
    100
    %
       36




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##### Table of Contents



Gross Profit
  Three Fiscal Months Ended,April 2, 2010
    
    
    April 3, 2009Beginning
    
    
    Ending
    
    
    Beginning
    
    
    EndingCOMEX average price per poundCopper
    
    $
    3.03
    
    
    $
    3.28
    
    
    $
    1.75
    
    
    $
    1.57Aluminum
    
    $
    0.96
    
    
    $
    1.04
    
    
    $
    0.87
    
    
    $
    0.66
 Selling, General and Administrative Expense
  Operating Income (Loss)
  Operating Income (Loss)Three Fiscal Months Ended,April 2, 2010
    
    
    April 3, 2009Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    30.4
    
    
    
    53
    %
    
    $
    (17.7
    )
    
    
    77
    %Europe and North Africa
    
    
    5.9
    
    
    
    10
    %
    
    
    (4.1
    )
    
    
    18
    %ROW
    
    
    21.0
    
    
    
    37
    %
    
    
    (1.1
    )
    
    
    5
    %Total operating income (loss)
    
    $
    57.3
    
    
    
    100
    %
    
    $
    (22.9
    )
    
    
    100
    %
  37




---



##### Table of Contents



Other Income/ (Expense)
 Other Income/ (Expense)
  .
 Interest Expense
  Tax Provision
   38




---



##### Table of Contents



Preferred Stock Dividends
  Liquidity and Capital Resources
   Summary of Cash Flows
     Debt and Other Contractual Obligations
   39




---



##### Table of Contents



Payments Due by PeriodLess than
    
    
    1  3
    
    
    4  5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsContractual obligations(1):Total debt (excluding capital leases)(6)
    
    $
    926.8
    
    
    $
    68.9
    
    
    $
    65.2
    
    
    $
    417.7
    
    
    $
    375.0Convertible debt at maturity(6,7)
    
    
    340.6
    
    
    
    
    
    
    
    1.5
    
    
    
    72.7
    
    
    
    266.4Capital leases
    
    
    6.4
    
    
    
    1.0
    
    
    
    2.1
    
    
    
    2.3
    
    
    
    1.0Interest payments on 7.125% Senior Notes
    
    
    103.3
    
    
    
    14.2
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    32.1Interest payments on Senior Floating Rate Notes
    
    
    16.5
    
    
    
    3.3
    
    
    
    6.6
    
    
    
    6.6
    
    
    
    Interest payments on 0.875% Convertible Notes
    
    
    12.3
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    3.0
    
    
    
    Interest payments on 1.00% Senior Convertible Notes
    
    
    0.3
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    
    
    
    
    Interest payments on Subordinated Convertible Notes
    
    
    289.7
    
    
    
    19.3
    
    
    
    38.6
    
    
    
    38.6
    
    
    
    193.2Interest payments on Spanish term loans
    
    
    5.8
    
    
    
    2.5
    
    
    
    2.9
    
    
    
    0.4
    
    
    
    Operating leases(2)
    
    
    54.5
    
    
    
    17.1
    
    
    
    17.3
    
    
    
    5.7
    
    
    
    14.4Preferred stock dividend payments
    
    
    1.2
    
    
    
    0.3
    
    
    
    0.6
    
    
    
    0.3
    
    
    
    Defined benefit pension obligations(3)
    
    
    12.5
    
    
    
    12.5
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    9.8
    
    
    
    1.4
    
    
    
    2.4
    
    
    
    2.0
    
    
    
    4.0Commodity
futures and forward pricing agreements(4)
    
    
    325.4
    
    
    
    299.3
    
    
    
    26.1
    
    
    
    
    
    
    
    Foreign currency contracts(4)
    
    
    278.0
    
    
    
    278.0
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized tax benefits, including interest and
penalties(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    2,383.1
    
    
    $
    721.0
    
    
    $
    198.2
    
    
    $
    577.8
    
    
    $
    886.1
 1)
    
    This table does not include interest payments on General Cables revolving credit
facilities because the future amounts are based on variable interest rates and the amount
of the borrowings under the Amended Credit Facility and Spanish Credit Facility fluctuate
depending upon the Companys working capital requirements.2)
    
    Operating lease commitments are described under Off Balance Sheet Assets and
Obligations.3)
    
    Defined benefit pension obligations reflect the Companys estimates of contributions
that will be required in 2010 to meet current law minimum funding requirements. Amounts
beyond one year have not been provided because they are not determinable.4)
    
    Information on these items is provided under Item 7A, Quantitative and Qualitative
Disclosures about Market Risk.5)
    
    Unrecognized tax benefits of $91.4 million have not been reflected in the above table
due to the inherent uncertainty as to the amount and timing of settlement, which is
contingent upon the occurrence of possible future events, such as examinations and
determinations by various tax authorities.6)
    
    Reflects adjustment for ASC No. 470, Accounting for Convertible Debt Instruments That
May be Settled in Cash upon Conversion.7)
    
    Represents the current debt discount on the Companys 1.00% Senior Convertible Notes,
0.875% Convertible Notes and Subordinated Convertible Notes as a result of adopting ASC No.
470.  40




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Off Balance Sheet Assets and Obligations
  
   Environmental Matters
  Disclosure Regarding Forward-Looking Statements
   41




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   April 2, 2010
    
    
    December 31, 2009Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    53.1
    
    
    $
    1.8
    
    
    $
    60.1
    
    
    $
    1.9Commodity futures
    
    
    225.2
    
    
    
    23.1
    
    
    
    195.0
    
    
    
    16.0Foreign currency forward exchange
    
    
    251.4
    
    
    
    (5.9
    )
    
    
    274.8
    
    
    
    (0.7
    )$
    19.0
    
    
    
    
    
    
    $
    17.2
 Note:
    
    As of April 2, 2010 and December 31, 2009, derivative instruments not designated as cash flow hedges
had a notional value of $26.6 million and $29.6 million, respectively, and the carrying amount of the
financial instruments was a net liability of $0.4 million and $0.2 million, respectively. Other Forward Pricing Agreements
   42




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures   .
 .
  Managements Annual Report on Internal Control over Financial Reporting
 Changes in Internal Control over Financial Reporting
 
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   43




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
    
    As a result of market and industry conditions, we may be required to reduce our recorded
inventory values, which would result in charges against income
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
   *12.1
    
    Computation of Ratio of Earnings to Fixed Charges*15.1
    
    Preferability Letter from Independent Registered Public Accounting Firm*31.1
    

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14*31.2
    

Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14*32.1
    
    Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002.
  44




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##### Table of Contents



Signature
  General Cable CorporationSigned:  May 12, 2010
    By:
    /s/ BRIAN J. ROBINSONBrian J. RobinsonExecutive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)  45




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##### Table of Contents



Exhibit Index
 12.1
    
    
    Computation of Ratio of Earnings to Fixed Charges15.1
    
    
    Preferability Letter from Independent Registered Public Accounting Firm31.1
    
    

Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-1431.2
    
    

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-1432.1
    
    
    Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002.
  46