##### 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 March 30, 2007
 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
    
    06-1398235(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4 Tesseneer Drive
    
    41076-9753Highland Heights, KY
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (859) 572-8000
 þ o
  þ o o
 o þ
  Class
    
    Outstanding at May 1, 2007Common Stock, $0.01 per value
    
    52,279,225




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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 March 30, 2007 and March 31, 2006
    
    
    3Balance Sheets March 30, 2007 and December 31, 2006
    
    
    4Statements of Cash Flows For the three fiscal months ended March 30, 2007 and March 31, 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    43Item 4. Controls and Procedures
    
    
    44PART II Other InformationItem 1. Legal Proceedings
    
    
    45Item 1A. Risk Factors
    
    
    45Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    45Item 3. Defaults Upon Senior Securities
    
    
    45Item 4. Submission of Matters to a Vote of Security Holders
    
    
    45Item 5. Other Information
    
    
    45Item 6. Exhibits
    
    
    45Signature
    
    
    47Exhibit Index
    
    
    48EX-12.1EX-31.1EX-31.2EX-32.1
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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 EndedMarch 30,
    
    
    March 31,2007
    
    
    2006Net sales
    
    $
    1,009.2
    
    
    $
    804.3Cost of sales
    
    
    849.4
    
    
    
    706.7Gross profit
    
    
    159.8
    
    
    
    97.6Selling, general and administrative expenses
    
    
    68.7
    
    
    
    55.4Operating income
    
    
    91.1
    
    
    
    42.2Other income
    
    
    
    
    
    
    0.8Interest income (expense):Interest expense
    
    
    (8.9
    )
    
    
    (10.1
    )Interest income
    
    
    3.0
    
    
    
    0.5Loss on extinguishment of debt
    
    
    (25.1
    )
    
    
    (31.0
    )
    
    
    (9.6
    )Income before income taxes
    
    
    60.1
    
    
    
    33.4Income tax provision
    
    
    (22.2
    )
    
    
    (12.0
    )Net income
    
    
    37.9
    
    
    
    21.4Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )Net income applicable to common shareholders
    
    $
    37.8
    
    
    $
    21.3Earnings per shareEarnings per common share-basic
    
    $
    0.74
    
    
    $
    0.43Weighted average common shares-basic
    
    
    51.1
    
    
    
    50.0Earnings per common share-assuming dilution
    
    $
    0.71
    
    
    $
    0.41Weighted average common shares-assuming dilution
    
    
    53.1
    
    
    
    51.6
  3




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (in millions, except share data)
 (unaudited)
 March 30,
    
    
    December 31,2007
    
    
    2006AssetsCurrent Assets:Cash and cash equivalents
    
    $
    299.0
    
    
    $
    310.5Receivables, net of allowances of $10.8 million at March 30, 2007 and
$10.0 million at December 31, 2006
    
    
    821.9
    
    
    
    723.7Inventories
    
    
    569.4
    
    
    
    563.1Deferred income taxes
    
    
    112.2
    
    
    
    104.1Prepaid expenses and other
    
    
    42.0
    
    
    
    32.9Total current assets
    
    
    1,844.5
    
    
    
    1,734.3Property, plant and equipment, net
    
    
    426.5
    
    
    
    416.7Deferred income taxes
    
    
    21.3
    
    
    
    28.8Other non-current assets
    
    
    39.0
    
    
    
    38.9Total assets
    
    $
    2,331.3
    
    
    $
    2,218.7Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    684.3
    
    
    $
    655.4Accrued liabilities
    
    
    272.1
    
    
    
    284.3Current portion of long-term debt
    
    
    41.2
    
    
    
    55.5Total current liabilities
    
    
    997.6
    
    
    
    995.2Long-term debt
    
    
    734.1
    
    
    
    685.1Deferred income taxes
    
    
    12.3
    
    
    
    13.2Other liabilities
    
    
    117.5
    
    
    
    90.8Total liabilities
    
    
    1,861.5
    
    
    
    1,784.3Commitments and ContingenciesShareholders Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share):March 30, 2007 - 101,949 outstanding sharesDecember 31, 2006 - 101,949 outstanding shares
    
    
    5.1
    
    
    
    5.1Common stock, $0.01 par value, issued and outstanding shares:March 30, 2007 - 52,133,939 (net of 5,041,096 treasury shares)December 31, 2006 - 52,002,052 (net of 4,999,035 treasury shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    251.2
    
    
    
    245.5Treasury stock
    
    
    (55.0
    )
    
    
    (53.0
    )Retained earnings
    
    
    257.9
    
    
    
    238.8Accumulated other comprehensive income (loss)
    
    
    10.0
    
    
    
    (2.6
    )Total shareholders equity
    
    
    469.8
    
    
    
    434.4Total liabilities and shareholders equity
    
    $
    2,331.3
    
    
    $
    2,218.7
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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (in millions)
 (unaudited)
 Three Fiscal Months EndedMarch 30,
    
    
    March 31,2007
    
    
    2006Cash flows of operating activities:Net income
    
    $
    37.9
    
    
    $
    21.4Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    14.9
    
    
    
    12.5Loss on extinguishment of debt
    
    
    25.1
    
    
    
    Foreign currency exchange gain
    
    
    
    
    
    
    (0.8
    )Deferred income taxes
    
    
    (0.8
    )
    
    
    2.7Excess tax benefits from stock-based compensation
    
    
    (3.1
    )
    
    
    (3.3
    )Loss on disposal of property
    
    
    0.6
    
    
    
    0.7Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:Increase in receivables
    
    
    (91.7
    )
    
    
    (86.4
    )Increase in inventories
    
    
    (2.3
    )
    
    
    (15.7
    )Decrease in other assets
    
    
    1.6
    
    
    
    3.2Increase in accounts payable, accrued and other liabilities
    
    
    17.5
    
    
    
    35.5Net cash flows of operating activities
    
    
    (0.3
    )
    
    
    (30.2
    )Cash flows of investing activities:Capital expenditures
    
    
    (17.1
    )
    
    
    (8.0
    )Proceeds from properties sold
    
    
    0.4
    
    
    
    0.4Acquisitions, net of cash acquired
    
    
    (5.9
    )
    
    
    Other, net
    
    
    (0.8
    )
    
    
    (0.8
    )Net cash flows of investing activities
    
    
    (23.4
    )
    
    
    (8.4
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    (0.1
    )Excess tax benefits from stock-based compensation
    
    
    3.1
    
    
    
    3.3Proceeds from revolving credit borrowings
    
    
    
    
    
    
    71.3Repayments of revolving credit borrowings
    
    
    
    
    
    
    (52.1
    )Issuance of long-term debt, net of fees and expenses
    
    
    318.3
    
    
    
    Repayments of long-term debt, including fees and expenses
    
    
    (300.5
    )
    
    
    Proceeds (repayments) of other debt
    
    
    (11.3
    )
    
    
    0.6Proceeds from exercise of stock options
    
    
    2.4
    
    
    
    6.1Net cash flows of financing activities
    
    
    11.9
    
    
    
    29.1Effect of exchange rate changes on cash and cash equivalents
    
    
    0.3
    
    
    
    0.3Decrease in cash and cash equivalents
    
    
    (11.5
    )
    
    
    (9.2
    )Cash and cash equivalents  beginning of period
    
    
    310.5
    
    
    
    72.2Cash and cash equivalents  end of period
    
    $
    299.0
    
    
    $
    63.0Supplemental InformationCash paid during the period for:Income tax payments, net of refunds
    
    $
    5.7
    
    
    $
    5.8Interest paid
    
    $
    26.1
    
    
    $
    3.1Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    3.3
    
    
    $
    5.3Entrance into capital leases
    
    $
    
    
    
    $
    0.1
  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
   2. New Accounting Standards
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an Amendment of FASB Statement
No. 115
 Fair Value Measurements
   6




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  3. Acquisitions and Divestitures
    4. Inventories
   March 30,
    
    
    December 31,2007
    
    
    2006Raw materials
    
    $
    59.8
    
    
    $
    73.6Work in process
    
    
    113.9
    
    
    
    94.9Finished goods
    
    
    395.7
    
    
    
    394.6Total
    
    $
    569.4
    
    
    $
    563.1
    7




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 5. Property, Plant and Equipment
   March 30,
    
    
    Dec. 31,2007
    
    
    2006Land
    
    $
    40.6
    
    
    $
    39.1Buildings and leasehold improvements
    
    
    79.3
    
    
    
    76.0Machinery, equipment and office furnishings
    
    
    539.8
    
    
    
    518.4Construction in progress
    
    
    17.0
    
    
    
    19.5Total  gross book value
    
    
    676.7
    
    
    
    653.0Less accumulated depreciation
    
    
    (250.2
    )
    
    
    (236.3
    )Total  net book value
    
    $
    426.5
    
    
    $
    416.7
   6. Goodwill and Other Intangible Assets
   8




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 7. Long-Term Debt
  March 30,
    
    
    December 31,2007
    
    
    20069.5% Senior Notes due 2010
    
    $
    5.0
    
    
    $
    285.07.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    Senior Floating Rate Notes
    
    
    125.0
    
    
    
    0.875% Convertible Notes
    
    
    355.0
    
    
    
    355.0Spanish Term Loan
    
    
    34.3
    
    
    
    33.9Capital leases
    
    
    4.2
    
    
    
    4.3Other
    
    
    51.8
    
    
    
    62.4Total debt
    
    
    775.3
    
    
    
    740.6Less current maturities
    
    
    41.2
    
    
    
    55.5Long-term debt
    
    $
    734.1
    
    
    $
    685.1
  9.5% Senior Notes due 2010
    
    
    9.5
    %
    
    
    9.5
    %7.125% Senior Notes due 2017
    
    
    7.125
    %
    
    
    
    %Senior Floating Rate Notes
    
    
    7.725
    %
    
    
    
    %0.875% Convertible Notes
    
    
    0.875
    %
    
    
    0.875
    %Spanish Term Loan
    
    
    4.6
    %
    
    
    4.6
    %Capital leases
    
    
    6.5
    %
    
    
    6.5
    %Other
    
    
    3.8
    %
    
    
    3.8
    %
     9




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   Senior Floating Rate Notes
    
    7.125% Senior NotesBeginning Date
    
    Percentage
    
    Beginning Date
    
    PercentageApril 1, 2009
    
    102.000%
    
    April 1, 2012
    
    103.563%April 1, 2010
    
    101.000%
    
    April 1, 2013
    
    102.375%April 1, 2011
    
    100.000%
    
    April 1, 2014
    
    101.188%April 1, 2015
    
    100.000%
      10




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
         11




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
        8. Derivative and Other Financial Instruments
  Cash Flow Hedges
  12




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
     Net Investment Hedge
  Fair Value of Designated Derivatives
  13




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 March 30, 2007
    
    
    December 31, 2006Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    9.0
    
    
    $
    (0.4
    )
    
    $
    9.0
    
    
    $
    (0.4
    )Commodity futures
    
    
    149.3
    
    
    
    8.5
    
    
    
    217.6
    
    
    
    (10.8
    )Foreign currency forward exchange
    
    
    174.7
    
    
    
    (6.1
    )
    
    
    152.0
    
    
    
    (5.6
    )Net investment hedges:Cross currency and interest rate swap
    
    
    150.0
    
    
    
    (15.7
    )
    
    
    150.0
    
    
    
    (14.3
    )$
    (13.7
    )
    
    
    
    
    
    $
    (31.1
    )
 Other Forward Pricing Agreements
  9. Income Taxes
     14




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 10. Employee Benefit Plans
  Defined Benefit Pension Plans
   Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.5
    
    
    $
    0.2
    
    
    $
    0.4
    
    
    $
    0.3Interest cost
    
    
    2.2
    
    
    
    0.5
    
    
    
    2.2
    
    
    
    0.4Expected return on plan assets
    
    
    (2.6
    )
    
    
    (0.4
    )
    
    
    (2.4
    )
    
    
    (0.4
    )Amortization of prior service cost
    
    
    0.3
    
    
    
    
    
    
    
    0.3
    
    
    
    0.1Amortization of net loss
    
    
    0.5
    
    
    
    0.1
    
    
    
    0.7
    
    
    
    Net pension expense
    
    $
    0.9
    
    
    $
    0.4
    
    
    $
    1.2
    
    
    $
    0.4
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Postretirement benefit expense:Service cost
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.1
    
    
    
    0.1Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.2
 Defined Contribution Plans
  15




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 11. Shareholders Equity
     March 30,
    
    
    December 31,2007
    
    
    2006Foreign currency translation adjustment
    
    $
    46.4
    
    
    $
    44.8Pension adjustments, net of tax
    
    
    (27.0
    )
    
    
    (27.0
    )Change in fair value of derivatives, net of tax
    
    
    (9.8
    )
    
    
    (20.2
    )Unrealized investment gains
    
    
    7.1
    
    
    
    6.4Adoption of SFAS 158, net of tax
    
    
    (7.0
    )
    
    
    (7.0
    )Other
    
    
    0.3
    
    
    
    0.4Total
    
    $
    10.0
    
    
    $
    (2.6
    )
  Three fiscal months endedMarch 30,
    
    
    March 31,2007
    
    
    2006Net income
    
    $
    37.9
    
    
    $
    21.4Currency translation gain (loss)
    
    
    1.6
    
    
    
    (0.2
    )Change in fair value of derivatives, net of tax
    
    
    10.4
    
    
    
    2.9Unrealized investment gain
    
    
    0.7
    
    
    
    1.6Comprehensive net income
    
    $
    50.6
    
    
    $
    25.7
 12. Share-Based Compensation
  16




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
    13. Shipping and Handling Costs
  14. Earnings Per Common Share
  Three Fiscal Months EndedMarch 30,
    
    
    March 31,2007
    
    
    2006Earnings per common share  basic:Net income
    
    $
    37.9
    
    
    $
    21.4Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )Net income for basic EPS computation (1)
    
    $
    37.8
    
    
    $
    21.3Weighted average shares outstanding for basic EPS computation (2)
    
    
    51.1
    
    
    
    50.0Earnings per common share  basic
    
    $
    0.74
    
    
    $
    0.43
 17




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Earnings per common share  assuming dilutionNet income
    
    $
    37.9
    
    
    $
    21.4Less: preferred stock dividends, if applicable
    
    
    
    
    
    
    Net income for diluted EPS computation(1)
    
    $
    37.9
    
    
    $
    21.4Weighted average shares outstanding including nonvested shares
    
    
    52.1
    
    
    
    50.0Dilutive effect of stock options and restricted stock units
    
    
    0.5
    
    
    
    1.1Dilutive effect of assumed conversion of preferred stock, if applicable
    
    
    0.5
    
    
    
    0.5Weighted average shares outstanding for diluted EPS computation(2)
    
    
    53.1
    
    
    
    51.6Earnings per common share  assuming dilution
    
    $
    0.71
    
    
    $
    0.41
 
 (1)
    
    Numerator(2)
    
    Denominator Earnings per
Share
  Total Treasury
    
    
    
    
    
    Incremental SharesMethod
    
    Shares Due to the
    
    Issued by theShares Underlying 0.875%
    
    Warrant
    
    Incremental
    
    Company under
    
    Company uponShare Price
    
    Convertible 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 U.S. 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. 15. Segment Information
  18




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  Disclosures about Segments of an Enterprise
and Related Information
 Operating Segments
    
    Reportable SegmentsNorth American Utility
    
    North American Electric UtilityEuropean Utility
    
    International Electric UtilityAsia-Pacific Utility
    
    International Electric UtilityPortable Cord & Electronics
    
    North American Portable Power and ControlIndustrial Products
    
    North American Electrical InfrastructureEuropean Industrial & Specialty Cables
    
    International Electrical InfrastructureAsia-Pacific Industrial & Specialty Cables
    
    International Electrical InfrastructureAutomotive Products
    
    Transportation and Industrial HarnessesAssemblies
    
    Transportation and Industrial HarnessesTelecommunications
    
    TelecommunicationsDatacom Products
    
    NetworkingEuropean Communications
    
    NetworkingAsia-Pacific Communications
    
    Networking
    19




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Net sales:North American Electric Utility
    
    $
    216.1
    
    
    $
    172.6International Electric Utility
    
    
    188.3
    
    
    
    127.5North American Portable Power and Control
    
    
    75.7
    
    
    
    65.0North American Electrical Infrastructure
    
    
    88.2
    
    
    
    73.3International Electrical Infrastructure
    
    
    243.7
    
    
    
    187.2Transportation and Industrial Harnesses
    
    
    31.7
    
    
    
    28.7Telecommunications
    
    
    79.3
    
    
    
    86.0Networking
    
    
    86.2
    
    
    
    64.0Total net sales
    
    $
    1,009.2
    
    
    $
    804.3
 Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Operating income(loss):North American Electric Utility
    
    $
    23.1
    
    
    $
    6.2International Electric Utility
    
    
    17.8
    
    
    
    12.3North American Portable Power and Control
    
    
    5.8
    
    
    
    4.1North American Electrical Infrastructure
    
    
    7.6
    
    
    
    1.2International Electrical Infrastructure
    
    
    23.8
    
    
    
    10.8Transportation and Industrial Harnesses
    
    
    4.1
    
    
    
    3.8Telecommunications
    
    
    3.1
    
    
    
    6.0Networking
    
    
    5.8
    
    
    
    (2.2
    )Total operating income
    
    $
    91.1
    
    
    $
    42.2
 As ofMarch 30, 2007
    
    
    Dec. 31, 2006Identifiable assets:North American Electric Utility
    
    $
    242.6
    
    
    $
    214.7International Electric Utility
    
    
    457.0
    
    
    
    436.5North American Portable Power and Control
    
    
    139.2
    
    
    
    125.4North American Electrical Infrastructure
    
    
    129.7
    
    
    
    106.3International Electrical Infrastructure
    
    
    529.1
    
    
    
    505.0Transportation and Industrial Harnesses
    
    
    62.1
    
    
    
    55.1Telecommunications
    
    
    166.1
    
    
    
    147.1Networking
    
    
    237.1
    
    
    
    218.5Corporate
    
    
    368.4
    
    
    
    410.1Total assets
    
    $
    2,331.3
    
    
    $
    2,218.7
 16. Commitments and Contingencies
    20




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
        21




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 
 17. Supplemental Guarantor Information
  Condensed Statements of Operations
Three Fiscal Months Ended March 30, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    443.4
    
    
    $
    565.8
    
    
    $
    
    
    
    $
    1,009.2Intercompany
    
    
    8.4
    
    
    
    
    
    
    
    
    
    
    
    (8.4
    )
    
    
    8.4
    
    
    
    443.4
    
    
    
    565.8
    
    
    
    (8.4
    )
    
    
    1,009.2Cost of sales
    
    
    
    
    
    
    372.9
    
    
    
    476.5
    
    
    
    
    
    
    
    849.4Gross profit
    
    
    8.4
    
    
    
    70.5
    
    
    
    89.3
    
    
    
    (8.4
    )
    
    
    159.8Selling, general and administrative
expenses
    
    
    11.4
    
    
    
    26.6
    
    
    
    39.1
    
    
    
    (8.4
    )
    
    
    68.7Operating income (loss)
    
    
    (3.0
    )
    
    
    43.9
    
    
    
    50.2
    
    
    
    
    
    
    
    91.1Other income (expense)
    
    
    
    
    
    
    (0.2
    )
    
    
    0.2
    
    
    
    
    
    
    
    Interest income (expense):Interest expense
    
    
    (7.0
    )
    
    
    (18.2
    )
    
    
    (2.6
    )
    
    
    18.9
    
    
    
    (8.9
    )Interest income
    
    
    20.3
    
    
    
    0.3
    
    
    
    1.3
    
    
    
    (18.9
    )
    
    
    3.0Loss on extinguishment of debt
    
    
    (25.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.1
    )(11.8
    )
    
    
    (17.9
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    (31.0
    )Income (loss) before income taxes
    
    
    (14.8
    )
    
    
    25.8
    
    
    
    49.1
    
    
    
    
    
    
    
    60.1Income tax (provision) benefit
    
    
    5.4
    
    
    
    (11.1
    )
    
    
    (16.5
    )
    
    
    
    
    
    
    (22.2
    )Equity in net income of subsidiaries
    
    
    47.3
    
    
    
    32.6
    
    
    
    
    
    
    
    (79.9
    )
    
    
    Net income
    
    
    37.9
    
    
    
    47.3
    
    
    
    32.6
    
    
    
    (79.9
    )
    
    
    37.9Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    37.8
    
    
    $
    47.3
    
    
    $
    32.6
    
    
    $
    (79.9
    )
    
    $
    37.8
 22




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Operations
Three Fiscal Months Ended March 31, 2006
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    377.1
    
    
    $
    427.2
    
    
    $
    
    
    
    $
    804.3Intercompany
    
    
    12.2
    
    
    
    
    
    
    
    
    
    
    
    (12.2
    )
    
    
    12.2
    
    
    
    377.1
    
    
    
    427.2
    
    
    
    (12.2
    )
    
    
    804.3Cost of sales
    
    
    
    
    
    
    330.5
    
    
    
    376.2
    
    
    
    
    
    
    
    706.7Gross profit
    
    
    12.2
    
    
    
    46.6
    
    
    
    51.0
    
    
    
    (12.2
    )
    
    
    97.6Selling, general and administrative
expenses
    
    
    11.4
    
    
    
    32.1
    
    
    
    24.1
    
    
    
    (12.2
    )
    
    
    55.4Operating income
    
    
    0.8
    
    
    
    14.5
    
    
    
    26.9
    
    
    
    
    
    
    
    42.2Other income (expense)
    
    
    
    
    
    
    (0.1
    )
    
    
    0.9
    
    
    
    
    
    
    
    0.8Interest income (expense):Interest expense
    
    
    (6.4
    )
    
    
    (15.4
    )
    
    
    (1.5
    )
    
    
    13.2
    
    
    
    (10.1
    )Interest income
    
    
    12.5
    
    
    
    0.1
    
    
    
    1.1
    
    
    
    (13.2
    )
    
    
    0.56.1
    
    
    
    (15.3
    )
    
    
    (0.4
    )
    
    
    
    
    
    
    (9.6
    )Income (loss) before income taxes
    
    
    6.9
    
    
    
    (0.9
    )
    
    
    27.4
    
    
    
    
    
    
    
    33.4Income tax provision
    
    
    (2.4
    )
    
    
    (0.4
    )
    
    
    (9.2
    )
    
    
    
    
    
    
    (12.0
    )Equity in net income of subsidiaries
    
    
    16.9
    
    
    
    18.2
    
    
    
    
    
    
    
    (35.1
    )
    
    
    Net income
    
    
    21.4
    
    
    
    16.9
    
    
    
    18.2
    
    
    
    (35.1
    )
    
    
    21.4Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    21.3
    
    
    $
    16.9
    
    
    $
    18.2
    
    
    $
    (35.1
    )
    
    $
    21.3
 23




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Balance Sheets
March 30, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash and cash equivalents
    
    $
    187.0
    
    
    $
    5.9
    
    
    $
    106.1
    
    
    $
    
    
    
    $
    299.0Receivables, net of allowances
    
    
    
    
    
    
    248.8
    
    
    
    573.1
    
    
    
    
    
    
    
    821.9Inventories
    
    
    
    
    
    
    281.1
    
    
    
    288.3
    
    
    
    
    
    
    
    569.4Deferred income taxes
    
    
    4.8
    
    
    
    94.5
    
    
    
    12.9
    
    
    
    
    
    
    
    112.2Prepaid expenses and other
    
    
    2.8
    
    
    
    25.8
    
    
    
    13.4
    
    
    
    
    
    
    
    42.0Total current assets
    
    
    194.6
    
    
    
    656.1
    
    
    
    993.8
    
    
    
    
    
    
    
    1,844.5Property, plant and equipment, net
    
    
    0.6
    
    
    
    160.4
    
    
    
    265.5
    
    
    
    
    
    
    
    426.5Deferred income taxes
    
    
    1.0
    
    
    
    7.8
    
    
    
    12.5
    
    
    
    
    
    
    
    21.3Intercompany accounts
    
    
    836.7
    
    
    
    94.4
    
    
    
    102.6
    
    
    
    (1,033.7
    )
    
    
    Investment in subsidiaries
    
    
    162.2
    
    
    
    428.3
    
    
    
    
    
    
    
    (590.5
    )
    
    
    Other non-current assets
    
    
    15.6
    
    
    
    18.2
    
    
    
    5.2
    
    
    
    
    
    
    
    39.0Total assets
    
    $
    1,210.7
    
    
    $
    1,365.2
    
    
    $
    1,379.6
    
    
    $
    (1,624.2
    )
    
    $
    2,331.3Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    190.3
    
    
    $
    494.0
    
    
    $
    
    
    
    $
    684.3Accrued liabilities
    
    
    4.3
    
    
    
    88.6
    
    
    
    179.2
    
    
    
    
    
    
    
    272.1Current portion of long-term debt
    
    
    
    
    
    
    1.0
    
    
    
    40.2
    
    
    
    
    
    
    
    41.2Total current liabilities
    
    
    4.3
    
    
    
    279.9
    
    
    
    713.4
    
    
    
    
    
    
    
    997.6Long-term debt
    
    
    685.0
    
    
    
    12.2
    
    
    
    36.9
    
    
    
    
    
    
    
    734.1Deferred income taxes
    
    
    
    
    
    
    0.5
    
    
    
    11.8
    
    
    
    
    
    
    
    12.3Intercompany accounts
    
    
    39.4
    
    
    
    827.5
    
    
    
    166.8
    
    
    
    (1,033.7
    )
    
    
    Other liabilities
    
    
    12.2
    
    
    
    82.9
    
    
    
    22.4
    
    
    
    
    
    
    
    117.5Total liabilities
    
    
    740.9
    
    
    
    1,203.0
    
    
    
    951.3
    
    
    
    (1,033.7
    )
    
    
    1,861.5Total shareholders equity
    
    
    469.8
    
    
    
    162.2
    
    
    
    428.3
    
    
    
    (590.5
    )
    
    
    469.8Total liabilities and shareholders equity
    
    $
    1,210.7
    
    
    $
    1,365.2
    
    
    $
    1,379.6
    
    
    $
    (1,624.2
    )
    
    $
    2,331.3
 24




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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, 2006
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash and cash equivalents
    
    $
    197.7
    
    
    $
    8.8
    
    
    $
    104.0
    
    
    $
    
    
    
    $
    310.5Receivables, net of allowances
    
    
    
    
    
    
    206.0
    
    
    
    517.7
    
    
    
    
    
    
    
    723.7Inventories
    
    
    
    
    
    
    257.6
    
    
    
    305.5
    
    
    
    
    
    
    
    563.1Deferred income taxes
    
    
    4.8
    
    
    
    86.7
    
    
    
    12.6
    
    
    
    
    
    
    
    104.1Prepaid expenses and other
    
    
    3.5
    
    
    
    17.9
    
    
    
    11.5
    
    
    
    
    
    
    
    32.9Total current assets
    
    
    206.0
    
    
    
    577.0
    
    
    
    951.3
    
    
    
    
    
    
    
    1,734.3Property, plant and equipment, net
    
    
    0.7
    
    
    
    163.7
    
    
    
    252.3
    
    
    
    
    
    
    
    416.7Deferred income taxes
    
    
    
    
    
    
    16.4
    
    
    
    12.4
    
    
    
    
    
    
    
    28.8Intercompany accounts
    
    
    798.1
    
    
    
    82.4
    
    
    
    106.3
    
    
    
    (986.8
    )
    
    
    Investment in subsidiaries
    
    
    124.4
    
    
    
    386.8
    
    
    
    
    
    
    
    (511.2
    )
    
    
    Other non-current assets
    
    
    13.8
    
    
    
    20.8
    
    
    
    4.3
    
    
    
    
    
    
    
    38.9Total assets
    
    $
    1,143.0
    
    
    $
    1,247.1
    
    
    $
    1,326.6
    
    
    $
    (1,498.0
    )
    
    $
    2,218.7Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    172.4
    
    
    $
    483.0
    
    
    $
    
    
    
    $
    655.4Accrued liabilities
    
    
    17.8
    
    
    
    100.2
    
    
    
    166.3
    
    
    
    
    
    
    
    284.3Current portion of long-term debt
    
    
    
    
    
    
    1.0
    
    
    
    54.5
    
    
    
    
    
    
    
    55.5Total current liabilities
    
    
    17.8
    
    
    
    273.6
    
    
    
    703.8
    
    
    
    
    
    
    
    995.2Long-term debt
    
    
    640.0
    
    
    
    12.1
    
    
    
    33.0
    
    
    
    
    
    
    
    685.1Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    13.2
    
    
    
    
    
    
    
    13.2Intercompany accounts
    
    
    38.5
    
    
    
    782.4
    
    
    
    165.9
    
    
    
    (986.8
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    54.6
    
    
    
    23.9
    
    
    
    
    
    
    
    90.8Total liabilities
    
    
    708.6
    
    
    
    1,122.7
    
    
    
    939.8
    
    
    
    (986.8
    )
    
    
    1,784.3Total shareholders equity
    
    
    434.4
    
    
    
    124.4
    
    
    
    386.8
    
    
    
    (511.2
    )
    
    
    434.4Total liabilities and shareholders equity
    
    $
    1,143.0
    
    
    $
    1,247.1
    
    
    $
    1,326.6
    
    
    $
    (1,498.0
    )
    
    $
    2,218.7
 25




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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 March 30, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    (1.1
    )
    
    $
    (27.3
    )
    
    $
    28.1
    
    
    $
    
    
    
    $
    (0.3
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (3.5
    )
    
    
    (13.6
    )
    
    
    
    
    
    
    (17.1
    )Proceeds from properties sold
    
    
    
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    
    
    
    
    0.4Acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (5.9
    )
    
    
    
    
    
    
    (5.9
    )Intercompany accounts
    
    
    (32.8
    )
    
    
    
    
    
    
    
    
    
    
    32.8
    
    
    
    Other, net
    
    
    
    
    
    
    (0.8
    )
    
    
    
    
    
    
    
    
    
    
    (0.8
    )Net cash flows of investing activities
    
    
    (32.8
    )
    
    
    (4.2
    )
    
    
    (19.2
    )
    
    
    32.8
    
    
    
    (23.4
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefits from stock-based
compensation
    
    
    3.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.1Intercompany accounts
    
    
    
    
    
    
    28.6
    
    
    
    4.2
    
    
    
    (32.8
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Repayments of revolving credit borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of long-term debt, net of fees and
expenses
    
    
    318.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318.3Repayments of long-term debt, including fees
and expenses
    
    
    (300.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300.5
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    
    
    
    
    (11.3
    )
    
    
    
    
    
    
    (11.3
    )Proceeds from exercise of stock options
    
    
    2.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.4Net cash flows of financing activities
    
    
    23.2
    
    
    
    28.6
    
    
    
    (7.1
    )
    
    
    (32.8
    )
    
    
    11.9Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    
    
    
    
    0.3Increase (decrease) in cash and cash equivalents
    
    
    (10.7
    )
    
    
    (2.9
    )
    
    
    2.1
    
    
    
    
    
    
    
    (11.5
    )Cash and cash equivalents  beginning of period
    
    
    197.7
    
    
    
    8.8
    
    
    
    104.0
    
    
    
    
    
    
    
    310.5Cash and cash equivalents  end of period
    
    $
    187.0
    
    
    $
    5.9
    
    
    $
    106.1
    
    
    $
    
    
    
    $
    299.0
 26




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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 March 31, 2006
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    8.2
    
    
    $
    (17.1
    )
    
    $
    (21.3
    )
    
    $
    
    
    
    $
    (30.2
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (2.9
    )
    
    
    (5.1
    )
    
    
    
    
    
    
    (8.0
    )Acquisitions, net of cash acquired
    
    
    
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    
    
    
    
    0.4Intercompany accounts
    
    
    (17.5
    )
    
    
    
    
    
    
    
    
    
    
    17.5
    
    
    
    Other, net
    
    
    
    
    
    
    (0.8
    )
    
    
    
    
    
    
    
    
    
    
    (0.8
    )Net cash flows of investing activities
    
    
    (17.5
    )
    
    
    (3.6
    )
    
    
    (4.8
    )
    
    
    17.5
    
    
    
    (8.4
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefits from stock-based
compensation
    
    
    3.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.3Intercompany accounts
    
    
    
    
    
    
    (0.2
    )
    
    
    17.7
    
    
    
    (17.5
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    71.3
    
    
    
    
    
    
    
    
    
    
    
    71.3Repayments of revolving credit borrowings
    
    
    
    
    
    
    (52.1
    )
    
    
    
    
    
    
    
    
    
    
    (52.1
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    (0.1
    )
    
    
    0.7
    
    
    
    
    
    
    
    0.6Proceeds from exercise of stock options
    
    
    6.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.1Net cash flows of financing activities
    
    
    9.3
    
    
    
    18.9
    
    
    
    18.4
    
    
    
    (17.5
    )
    
    
    29.1Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    (0.1
    )
    
    
    0.4
    
    
    
    
    
    
    
    0.3Decrease in cash and cash equivalents
    
    
    
    
    
    
    (1.9
    )
    
    
    (7.3
    )
    
    
    
    
    
    
    (9.2
    )Cash and cash equivalents  beginning of
period
    
    
    
    
    
    
    8.5
    
    
    
    63.7
    
    
    
    
    
    
    
    72.2Cash and cash equivalents  end of period
    
    $
    
    
    
    $
    6.6
    
    
    $
    56.4
    
    
    $
    
    
    
    $
    63.0
 18. Subsequent Event
  27




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Overview
     Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    545.1
    
    
    
    54
    %
    
    $
    464.2
    
    
    
    58
    %International
    
    
    464.1
    
    
    
    46
    %
    
    
    340.1
    
    
    
    42
    %Total net sales
    
    $
    1,009.2
    
    
    
    100
    %
    
    $
    804.3
    
    
    
    100
    %Operating income:North America
    
    $
    46.9
    
    
    
    51
    %
    
    $
    20.3
    
    
    
    48
    %International
    
    
    44.2
    
    
    
    49
    %
    
    
    21.9
    
    
    
    52
    %Total operating income
    
    $
    91.1
    
    
    
    100
    %
    
    $
    42.2
    
    
    
    100
    %
  28




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##### Table of Contents



Current Business Environment
   
    
    Worldwide underlying growth trends in energy and industrial infrastructure markets;
    
    Increasing demand for natural resources, such as oil and gas, and alternative energy initiatives; and
    
    Factory utilization increases industry-wide that are driving higher selling prices and margin improvements.
  29




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30




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Acquisitions and Divestitures
     Critical Accounting Policies and Estimates
  31




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##### Table of Contents



New Accounting Standards
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an Amendment of FASB Statement No. 115
 Fair Value Measurements
   Results of Operations
  Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    1,009.2
    
    
    
    100.0
    %
    
    $
    804.3
    
    
    
    100.0
    %Cost of sales
    
    
    849.4
    
    
    
    84.2
    %
    
    
    706.7
    
    
    
    87.9
    %Gross profit
    
    
    159.8
    
    
    
    15.8
    %
    
    
    97.6
    
    
    
    12.1
    %Selling, general and
administrative expenses
    
    
    68.7
    
    
    
    6.8
    %
    
    
    55.4
    
    
    
    6.9
    %Operating income
    
    
    91.1
    
    
    
    9.0
    %
    
    
    42.2
    
    
    
    5.2
    %Other income
    
    
    
    
    
    
    
    %
    
    
    0.8
    
    
    
    0.1
    %Interest expense, net
    
    
    (5.9
    )
    
    
    (0.6
    )%
    
    
    (9.6
    )
    
    
    (1.2
    )%Loss on extinguishment of debt
    
    
    (25.1
    )
    
    
    (2.5
    )%
    
    
    
    
    
    
    -
    %Income before income taxes
    
    
    60.1
    
    
    
    6.0
    %
    
    
    33.4
    
    
    
    4.2
    %Income tax provision
    
    
    (22.2
    )
    
    
    (2.2
    )%
    
    
    (12.0
    )
    
    
    (1.5
    )%Net income
    
    
    37.9
    
    
    
    3.8
    %
    
    
    21.4
    
    
    
    2.7
    %Less: preferred stock
dividends
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.1
    )
    
    
    -
    %Net income applicable to
common shareholders
    
    $
    37.8
    
    
    
    3.7
    %
    
    $
    21.3
    
    
    
    2.6
    %
 32




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Three Fiscal Months Ended March 30, 2007 Compared with Three Fiscal Months Ended March 31, 2006
  Net Sales
  Net SalesThree Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %North American Electric Utility
    
    $
    216.1
    
    
    
    21
    %
    
    $
    172.6
    
    
    
    21
    %International Electric Utility
    
    
    188.3
    
    
    
    19
    %
    
    
    127.5
    
    
    
    16
    %North American Portable Power and Control
    
    
    75.7
    
    
    
    7
    %
    
    
    65.0
    
    
    
    8
    %North American Electrical Infrastructure
    
    
    88.2
    
    
    
    9
    %
    
    
    73.3
    
    
    
    9
    %International Electrical Infrastructure
    
    
    243.7
    
    
    
    24
    %
    
    
    187.2
    
    
    
    23
    %Transportation and Industrial Harnesses
    
    
    31.7
    
    
    
    3
    %
    
    
    28.7
    
    
    
    4
    %Telecommunications
    
    
    79.3
    
    
    
    8
    %
    
    
    86.0
    
    
    
    11
    %Networking
    
    
    86.2
    
    
    
    9
    %
    
    
    64.0
    
    
    
    8
    %Total net sales
    
    $
    1,009.2
    
    
    
    100
    %
    
    $
    804.3
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %North American Electric Utility
    
    $
    216.1
    
    
    
    21
    %
    
    $
    188.4
    
    
    
    22
    %International Electric Utility
    
    
    188.3
    
    
    
    19
    %
    
    
    135.0
    
    
    
    15
    %North American Portable Power and Control
    
    
    75.7
    
    
    
    7
    %
    
    
    70.2
    
    
    
    8
    %North American Electrical Infrastructure
    
    
    88.2
    
    
    
    9
    %
    
    
    79.9
    
    
    
    9
    %International Electrical Infrastructure
    
    
    243.7
    
    
    
    24
    %
    
    
    210.9
    
    
    
    24
    %Transportation and Industrial Harnesses
    
    
    31.7
    
    
    
    3
    %
    
    
    28.8
    
    
    
    3
    %Telecommunications
    
    
    79.3
    
    
    
    8
    %
    
    
    96.1
    
    
    
    11
    %Networking
    
    
    86.2
    
    
    
    9
    %
    
    
    68.1
    
    
    
    8
    %Total metal-adjusted net sales
    
    $
    1,009.2
    
    
    
    100
    %
    
    
    877.4
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (73.1
    )Total net sales
    
    $
    1,009.2
    
    
    
    
    
    
    $
    804.3
 33




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##### Table of Contents



Metal Pounds SoldThree Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006Pounds
    
    
    %
    
    
    Pounds
    
    
    %North American Electric Utility
    
    
    61.3
    
    
    
    31
    %
    
    
    57.1
    
    
    
    28
    %International Electric Utility
    
    
    48.1
    
    
    
    24
    %
    
    
    32.4
    
    
    
    16
    %North American Portable Power and Control
    
    
    11.4
    
    
    
    6
    %
    
    
    11.8
    
    
    
    6
    %North American Electrical Infrastructure
    
    
    14.3
    
    
    
    7
    %
    
    
    14.9
    
    
    
    7
    %International Electrical Infrastructure
    
    
    38.9
    
    
    
    20
    %
    
    
    53.4
    
    
    
    27
    %Transportation and Industrial Harnesses
    
    
    0.2
    
    
    
    
    %
    
    
    0.2
    
    
    
    -
    %Telecommunications
    
    
    15.2
    
    
    
    8
    %
    
    
    22.5
    
    
    
    11
    %Networking
    
    
    8.3
    
    
    
    4
    %
    
    
    9.3
    
    
    
    5
    %Total metal pounds sold
    
    
    197.7
    
    
    
    100
    %
    
    
    201.6
    
    
    
    100
    %
      34




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Gross Profit
  Selling, General and Administrative Expense
  35




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Operating Income
  Operating IncomeThree Fiscal Months Ended,March 30, 2007
    
    
    March 31, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %North American Electric Utility
    
    $
    23.1
    
    
    
    25
    %
    
    $
    6.2
    
    
    
    15
    %International Electric Utility
    
    
    17.8
    
    
    
    20
    %
    
    
    12.3
    
    
    
    29
    %North American Portable Power and Control
    
    
    5.8
    
    
    
    6
    %
    
    
    4.1
    
    
    
    10
    %North American Electrical Infrastructure
    
    
    7.6
    
    
    
    8
    %
    
    
    1.2
    
    
    
    3
    %International Electrical Infrastructure
    
    
    23.8
    
    
    
    26
    %
    
    
    10.8
    
    
    
    25
    %Transportation and Industrial Harnesses
    
    
    4.1
    
    
    
    5
    %
    
    
    3.8
    
    
    
    9
    %Telecommunications
    
    
    3.1
    
    
    
    4
    %
    
    
    6.0
    
    
    
    14
    %Networking
    
    
    5.8
    
    
    
    6
    %
    
    
    (2.2
    )
    
    
    (5
    )%Total operating income
    
    $
    91.1
    
    
    
    100
    %
    
    $
    42.2
    
    
    
    100
    %
     Other Income
  Interest Expense
  36




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##### Table of Contents



Loss on Extinguishment of Debt
  Tax Provision
  Preferred Stock Dividends
  Liquidity and Capital Resources
   Three Fiscal Months EndedMarch 30, 2007
    
    
    March 31, 2006North America
    
    $
    (32.4
    )
    
    $
    (18.0
    )International
    
    
    32.1
    
    
    
    (12.2
    )Total
    
    $
    (0.3
    )
    
    $
    (30.2
    )
 Summary of Cash Flows
   37




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##### Table of Contents



Debt and Other Contractual Obligations
      Senior Floating Rate Notes
    
    7.125% Senior NotesBeginning Date
    
    Percentage
    
    Beginning Date
    
    PercentageApril 1, 2009
    
    102.000%
    
    April 1, 2012
    
    103.563%April 1, 2010
    
    101.000%
    
    April 1, 2013
    
    102.375%April 1, 2011
    
    100.000%
    
    April 1, 2014
    
    101.188%April 1, 2015
    
    100.000%
  38




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39




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40




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41




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##### Table of Contents



Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsContractual obligations(1):Total debt
    
    $
    775.3
    
    
    $
    41.2
    
    
    $
    21.8
    
    
    $
    17.6
    
    
    $
    694.7Interest payments on 9.5% Senior Notes
    
    
    1.8
    
    
    
    0.5
    
    
    
    0.9
    
    
    
    0.4
    
    
    
    Interest payments on 7.125% Senior Notes
    
    
    156.8
    
    
    
    14.3
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    85.5Interest payments on Senior Floating Rate Notes
    
    
    74.8
    
    
    
    9.7
    
    
    
    19.3
    
    
    
    19.3
    
    
    
    26.5Interest payments on 0.875% Convertible Notes
    
    
    21.7
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    6.2Operating leases
    
    
    30.3
    
    
    
    6.8
    
    
    
    11.2
    
    
    
    7.0
    
    
    
    5.3Defined benefit pension obligations(2)
    
    
    4.9
    
    
    
    4.9
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    12.4
    
    
    
    1.7
    
    
    
    3.2
    
    
    
    2.9
    
    
    
    4.6Commodity futures and forward pricing
agreements(3)
    
    
    276.7
    
    
    
    271.5
    
    
    
    5.2
    
    
    
    
    
    
    
    Foreign currency contracts(3)
    
    
    174.7
    
    
    
    127.3
    
    
    
    47.4
    
    
    
    
    
    
    
    Cross currency and interest rate swap
    
    
    180.5
    
    
    
    180.5
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,709.9
    
    
    $
    661.5
    
    
    $
    143.7
    
    
    $
    81.9
    
    
    $
    822.8
 
 (1)
    
    This table does not include interest payments on some of General Cables variable
rate debt 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)
    
    Defined benefit pension obligations reflect the Companys estimates of
contributions that will be required in 2007 to meet current law minimum funding
requirements. Amounts beyond one year have not been provided because they are not
determinable.(3)
    
    Information on these items is provided under Item 7A, Quantitative and
Qualitative Disclosures About Market Risk.   Off Balance Sheet Assets and Obligations
    42




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Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   March 30, 2007
    
    
    December 31, 2006Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    9.0
    
    
    $
    (0.4
    )
    
    $
    9.0
    
    
    $
    (0.4
    )Foreign currency forward exchange
    
    
    174.7
    
    
    
    (6.1
    )
    
    
    152.0
    
    
    
    (5.6
    )Commodity futures
    
    
    149.3
    
    
    
    8.5
    
    
    
    217.6
    
    
    
    (10.8
    )Net investment hedges:Cross currency and interest rate swap
    
    
    150.0
    
    
    
    (15.7
    )
    
    
    150.0
    
    
    
    (14.3
    )$
    (13.7
    )
    
    
    
    
    
    $
    (31.1
    )
 Other Forward Pricing Agreements
  43




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ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 .
 .
  Changes in Internal Control Over Financial Reporting
  
    
    In February 2007, a significant portion of Silecs financial systems were migrated
to the Companys existing European financial system. The majority of Silecs remaining
systems are expected to be migrated to independent systems, with appropriate controls
in place, by December 31, 2007.
    
    To ensure successful transition to a formal control structure and to address the
related internal control implementation issues, Silec has added several resources with
experience operating in a Sarbanes-Oxley compliance environment to its financial
reporting function including a Chief Accountant, a Director of Cost Accounting, a
Treasurer and an IT Director.
   44




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PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Dividends
  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
   4.7
    
    Supplemental Indenture dated as of March 15, 2007, among the
Company, certain guarantors, and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the Form 8-K Current Report as
filed on March 15, 2007).4.8
    
    Indenture dated as of March 21, 2007, among the Company, certain
guarantors, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Form 8-K Current Report as filed on March 21,
2007).
 45




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##### Table of Contents



10.105
    
    Salary Adjustment for President and Chief Executive Officer and Executive Vice
President, General Counsel and Secretary dated February 14, 2007 (incorporated by
reference to the Form 8-K Current Report as filed on February 16, 2007).10.106
    
    Second Amendment to the Second Amended and Restated Credit Agreement between the
Company and Merrill Lynch Capital as Collateral and Administrative Agent, National
City Business Credit, Inc., as Syndication Agent and the lenders signatory thereto
(incorporated by reference to Exhibit 10.1 to the Form 8-K Current Report as filed
on March 6, 2007.10.107
    
    Purchase Agreement dated as of March 15, 2007, among the Company, certain
guarantors and Goldman, Sachs & Co., as representative of the several purchasers
named in Schedule I to the Purchase Agreement (incorporated by reference to Exhibit
10.2 to the Form 8-K Current Report as filed on March 21, 2007).10.108
    
    Registration Rights Agreement dated March 21, 2007, among the Company, certain
guarantors and Goldman, Sachs & Co., as representative of the several purchasers
named in Schedule I to the Purchase Agreement (incorporated by reference to Exhibit
10.1 to the Form 8-K Current Report as filed on March 21, 2007).*12.1
    
    Computation of Ratio of Earnings to Fixed Charges*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.
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##### Table of Contents



Signature
  General Cable CorporationSigned: May 9, 2007
    
    By:
    
    /s/ BRIAN J. ROBINSONBrian J. RobinsonSenior Vice President, ChiefFinancial Officer and Treasurer(Chief Accounting Officer)
 47




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Exhibit Index
 4.7
    
    Supplemental Indenture dated as of March 15, 2007,
among the Company, certain guarantors, and U.S. Bank National Association, as
trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K Current Report
as filed on March 15, 2007).4.8
    
    Indenture dated as of March 21, 2007, among the Company, certain
guarantors, and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to the Form 8-K Current Report as filed on March 21,
2007).10.105
    
    Salary Adjustment for President and Chief Executive Officer and Executive Vice
President, General Counsel and Secretary dated February 14, 2007 (incorporated by
reference to the Form 8-K Current Report as filed on February 16, 2007).10.106
    
    Second Amendment to the Second Amended and Restated Credit Agreement between the
Company and Merrill Lynch Capital as Collateral and Administrative Agent, National
City Business Credit, Inc., as Syndication Agent and the lenders signatory thereto
(incorporated by reference to Exhibit 10.1 to the Form 8-K Current Report as filed
on March 6, 2007.10.107
    
    Purchase Agreement dated as of March 15, 2007, among the Company, certain
guarantors and Goldman, Sachs & Co., as representative of the several purchasers
named in Schedule I to the Purchase Agreement (incorporated by reference to Exhibit
10.2 to the Form 8-K Current Report as filed on March 21, 2007).10.108
    
    Registration Rights Agreement dated March 21, 2007, among the Company, certain
guarantors and Goldman, Sachs & Co., as representative of the several purchasers
named in Schedule I to the Purchase Agreement (incorporated by reference to Exhibit
10.1 to the Form 8-K Current Report as filed on March 21, 2007).12.1
    
    Computation of Ratio of Earnings to Fixed Charges31.1
    
    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.
 48