##### 



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 28, 2008
 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
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at May 2, 2008Common Stock, $0.01 per value
    
    52,745,425




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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 28, 2008 and March 30, 2007
    
    
    3Balance Sheets -
March 28, 2008 and December 31, 2007
    
    
    4Statements of Cash Flows -
For the three fiscal months ended March 28, 2008 and March 30, 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    34Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    45Item 4. Controls and Procedures
    
    
    46PART II Other InformationItem 1. Legal Proceedings
    
    
    47Item 1A. Risk Factors
    
    
    47Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 3. Defaults Upon Senior Securities
    
    
    47Item 4. Submission of Matters to a Vote of Security Holders
    
    
    47Item 5. Other Information
    
    
    47Item 6. Exhibits
    
    
    48Signature
    
    
    49Exhibit Index
    
    
    50
  2




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##### 



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 28,
    
    
    March 30,2008
    
    
    2007Net sales
    
    $
    1,568.4
    
    
    $
    1,009.2Cost of sales
    
    
    1,355.7
    
    
    
    849.4Gross profit
    
    
    212.7
    
    
    
    159.8Selling, general and administrative expenses
    
    
    97.4
    
    
    
    68.7Operating income
    
    
    115.3
    
    
    
    91.1Other income
    
    
    1.4
    
    
    
    Interest income (expense):Interest expense
    
    
    (15.0
    )
    
    
    (8.9
    )Interest income
    
    
    2.8
    
    
    
    3.0Loss on extinguishment of debt
    
    
    
    
    
    
    (25.1
    )(12.2
    )
    
    
    (31.0
    )Income from continuing operations before income taxes
    
    
    104.5
    
    
    
    60.1Income tax provision
    
    
    (36.1
    )
    
    
    (22.2
    )Minority interest in consolidated subsidiaries
    
    
    (3.6
    )
    
    
    Equity in earnings of affiliated companies
    
    
    1.1
    
    
    
    Net income
    
    
    65.9
    
    
    
    37.9Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )Net income applicable to common shareholders
    
    $
    65.8
    
    
    $
    37.8Earnings per shareEarnings per common share-basic
    
    $
    1.28
    
    
    $
    0.74Weighted average common shares-basic
    
    
    51.4
    
    
    
    51.1Earnings per common share-assuming dilution
    
    $
    1.21
    
    
    $
    0.71Weighted average common shares-assuming dilution
    
    
    54.5
    
    
    
    53.1
  3




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (in millions, except share data)
 (unaudited)
 March 28,
    
    
    December 31,2008
    
    
    2007AssetsCurrent Assets:Cash and cash equivalents
    
    $
    266.7
    
    
    $
    325.7Receivables, net of allowances of $24.3 million at March 28, 2008 and
$17.9 million at December 31, 2007
    
    
    1,415.0
    
    
    
    1,121.4Inventories
    
    
    987.7
    
    
    
    928.8Deferred income taxes
    
    
    108.8
    
    
    
    123.6Prepaid expenses and other
    
    
    122.5
    
    
    
    73.7Total current assets
    
    
    2,900.7
    
    
    
    2,573.2Property, plant and equipment, net
    
    
    780.7
    
    
    
    738.8Deferred income taxes
    
    
    44.7
    
    
    
    42.6Goodwill
    
    
    122.4
    
    
    
    116.1Intangible assets, net
    
    
    233.0
    
    
    
    236.7Unconsolidated affiliated companies
    
    
    31.3
    
    
    
    29.5Other non-current assets
    
    
    52.9
    
    
    
    56.7Total assets
    
    $
    4,165.7
    
    
    $
    3,793.6Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    1,033.2
    
    
    $
    937.3Accrued liabilities
    
    
    396.6
    
    
    
    397.3Current portion of long-term debt
    
    
    204.4
    
    
    
    500.9Total current liabilities
    
    
    1,634.2
    
    
    
    1,835.5Long-term debt
    
    
    1,298.7
    
    
    
    897.9Deferred income taxes
    
    
    123.0
    
    
    
    118.5Other liabilities
    
    
    193.8
    
    
    
    190.0Total liabilities
    
    
    3,249.7
    
    
    
    3,041.9Commitments and ContingenciesMinority interest in consolidated subsidiaries
    
    
    80.8
    
    
    
    74.8Shareholders Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share): March 28, 2008  76,223 outstanding shares
December 31, 2007  101,940 outstanding shares
    
    
    3.8
    
    
    
    5.1Common
stock, $0.01 par value, issued and outstanding shares: March 28, 2008  52,742,330 (net of 5,142,273 treasury shares)
December 31, 2007  52,430,149 (net of 5,121,841 treasury shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    278.3
    
    
    
    268.0Treasury stock
    
    
    (60.9
    )
    
    
    (60.3
    )Retained earnings
    
    
    494.1
    
    
    
    428.3Accumulated other comprehensive income
    
    
    119.3
    
    
    
    35.2Total shareholders equity
    
    
    835.2
    
    
    
    676.9Total liabilities and shareholders equity
    
    $
    4,165.7
    
    
    $
    3,793.6
  4




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (in millions)
 (unaudited)
 Three Fiscal Months EndedMarch 28,
    
    
    March 30,2008
    
    
    2007Cash flows of operating activities:Net income
    
    $
    65.9
    
    
    $
    37.9Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    23.4
    
    
    
    14.9Loss on extinguishment of debt
    
    
    
    
    
    
    25.1Foreign currency exchange gain
    
    
    (1.4
    )
    
    
    Deferred income taxes
    
    
    
    
    
    
    (0.8
    )Excess tax benefits from stock-based compensation
    
    
    (5.2
    )
    
    
    (3.1
    )Loss on disposal of property
    
    
    3.0
    
    
    
    0.6Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:Increase in receivables
    
    
    (244.7
    )
    
    
    (91.7
    )Increase in inventories
    
    
    (29.0
    )
    
    
    (2.3
    )Decrease in other assets
    
    
    6.8
    
    
    
    1.6Increase in accounts payable, accrued and other liabilities
    
    
    47.9
    
    
    
    17.5Net cash flows of operating activities
    
    
    (133.3
    )
    
    
    (0.3
    )Cash flows of investing activities:Capital expenditures
    
    
    (41.6
    )
    
    
    (17.1
    )Proceeds from properties sold
    
    
    2.8
    
    
    
    0.4Acquisitions, net of cash acquired
    
    
    
    
    
    
    (5.9
    )Other, net
    
    
    (0.9
    )
    
    
    (0.8
    )Net cash flows of investing activities
    
    
    (39.7
    )
    
    
    (23.4
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    (0.1
    )Excess tax benefits from stock-based compensation
    
    
    5.2
    
    
    
    3.1Proceeds from revolving credit borrowings
    
    
    45.8
    
    
    
    Repayments of revolving credit borrowings
    
    
    (27.3
    )
    
    
    Issuance of long-term debt, net of fees and expenses
    
    
    
    
    
    
    318.3Repayments of long-term debt, including fees and expenses
    
    
    
    
    
    
    (300.5
    )Proceeds (repayments) of other debt, net
    
    
    75.6
    
    
    
    (11.3
    )Proceeds from exercise of stock options
    
    
    1.7
    
    
    
    2.4Net cash flows of financing activities
    
    
    100.9
    
    
    
    11.9Effect of exchange rate changes on cash and cash equivalents
    
    
    13.1
    
    
    
    0.3Decrease in cash and cash equivalents
    
    
    (59.0
    )
    
    
    (11.5
    )Cash and cash equivalents  beginning of period
    
    
    325.7
    
    
    
    310.5Cash and cash equivalents  end of period
    
    $
    266.7
    
    
    $
    299.0Supplemental InformationCash paid during the period for:Income tax payments, net of refunds
    
    $
    3.9
    
    
    $
    5.7Interest
    
    $
    2.7
    
    
    $
    26.1Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    2.2
    
    
    $
    3.3
  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
 Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No.
133.
 Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement)
 Fair Value
Measurements Business Combinations Business Combinations.
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
 6




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  Fair Value Measurements The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115 .
 
    
    SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP
and enhances disclosures about fair value measurements. Fair value is defined under SFAS
157 as the exchange price that would be received for an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date.
SFAS 157 also eliminated the deferral of gains and losses at inception of certain
derivative contracts whose fair value was not evidenced by market observable data. SFAS 157
requires that the impact of this change in accounting for derivative contracts be recorded
as an adjustment to beginning retained earnings in the period of adoption. There was no
impact on the beginning balance of retained earnings as a result of adopting SFAS 157
because the Company held no financial instruments in which a gain or loss at inception was
deferred.
    
    SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and financial liabilities. There was no
impact on the Companys financial statement as a result of adopting SFAS 159 because the
Company did not elect to apply the fair value option to any eligible financial assets or
financial liabilities at that time.
 Fair Value
  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, as well as certain U.S. Treasury
securities that are highly liquid and are actively traded in
over-the-counter markets.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 2 assets and liabilities
include debt securities with quoted prices that are traded less
frequently than exchange-traded instruments and derivative
contracts whose value is determined using a pricing model with
inputs that are observable in the market or can be derived
principally from or corroborated by observable market data.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, as well
as instruments for which the determination of fair value requires
significant management judgment or estimation. Unobservable inputs
shall be developed based on the best information available, which
may include the Companys own data.
  7




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
   Note 18  Fair
Value Disclosures
 3. Acquisitions and Divestitures
   October 31, 2007Cash
    
    $
    99.6Accounts receivable
    
    
    295.4Inventories
    
    
    288.8Property, plant and equipment
    
    
    190.3Intangible assets
    
    
    237.4Goodwill
    
    
    121.4Other current and noncurrent assets
    
    
    72.2Total assets
    
    $
    1,305.1Current liabilities
    
    $
    392.7Other liabilities
    
    
    117.0Total liabilities
    
    $
    509.7Minority Interest
    
    $
    72.2
   8




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  March 28,
    
    
    March 30,2008
    
    
    2007(in millions)
    
    
    
    
    
    (Pro forma)Revenue
    
    $
    1,568.4
    
    
    $
    1,251.6Net income applicable to common shareholders
    
    $
    65.8
    
    
    $
    47.3Earnings per common share  assuming dilution
    
    $
    1.21
    
    
    $
    0.89
    As ofApril 30, 2007Cash
    
    $
    12.3Accounts receivable
    
    
    27.8Inventories
    
    
    29.2Property, plant and equipment
    
    
    2.2Other current and noncurrent assets
    
    
    0.3Total assets
    
    $
    71.8Current liabilities
    
    $
    40.5Other liabilities
    
    
    1.4Pension liabilities
    
    
    40.1Total liabilities
    
    $
    82.0
    9




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 4. Inventories
   March 28,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    166.5
    
    
    $
    145.5Work in process
    
    
    179.2
    
    
    
    154.3Finished goods
    
    
    642.0
    
    
    
    629.0Total
    
    $
    987.7
    
    
    $
    928.8
    5. Property, Plant and Equipment
  10




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  March 30,
    
    
    December 31,2008
    
    
    2007Land
    
    $
    87.6
    
    
    $
    84.4Buildings and leasehold improvements
    
    
    200.8
    
    
    
    186.7Machinery, equipment and office furnishings
    
    
    742.0
    
    
    
    670.9Construction in progress
    
    
    89.5
    
    
    
    95.0Total  gross book value
    
    
    1,119.9
    
    
    
    1,037.0Less accumulated depreciation
    
    
    (339.2
    )
    
    
    (298.2
    )Total  net book value
    
    $
    780.7
    
    
    $
    738.8
   6. Goodwill and Other Intangible Assets
   March 28,
    
    
    December 31,2008
    
    
    2007Goodwill
    
    $
    122.4
    
    
    $
    116.1Unamortized intangible assets:Trade names
    
    
    132.9
    
    
    
    132.9Amortizing intangible assets:Customer relationships
    
    
    106.4
    
    
    
    106.4Accumulated amortization
    
    
    (6.3
    )
    
    
    (2.6
    )Total amortizing intangible assets
    
    
    100.1
    
    
    
    103.8Total intangible assets
    
    $
    233.0
    
    
    $
    236.7
  11




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 7. Long-Term Debt
 March 28,
    
    
    December 31,2008
    
    
    2007Long-term debt consisted of the following (in millions):1.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.00.875% Convertible Notes
    
    
    355.0
    
    
    
    355.07.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Spanish Term Loan
    
    
    65.5
    
    
    
    31.3Asset Based Loan
    
    
    70.0
    
    
    
    60.0PDIC credit facilities
    
    
    100.2
    
    
    
    37.7Capital leases
    
    
    3.4
    
    
    
    3.4Other
    
    
    109.0
    
    
    
    111.4Total debt
    
    
    1,503.1
    
    
    
    1,398.8Less current maturities
    
    
    204.4
    
    
    
    500.9Long-term debt
    
    $
    1,298.7
    
    
    $
    897.9
  1.00% Senior Convertible Notes due 2012
    
    
    1.00
    %
    
    
    1.00
    %0.875% Convertible Notes
    
    
    0.875
    %
    
    
    0.875
    %7.125% Senior Notes due 2017
    
    
    7.125
    %
    
    
    7.125
    %Senior Floating Rate Notes
    
    
    7.1
    %
    
    
    7.6
    %Spanish Term Loan
    
    
    5.6
    %
    
    
    5.1
    %Asset Based Loan
    
    
    3.9
    %
    
    
    6.3
    %PDIC credit facilities
    
    
    6.5
    %
    
    
    6.4
    %Capital leases
    
    
    6.5
    %
    
    
    6.5
    %Other
    
    
    4.3
    %
    
    
    4.6
    %
 1.00% Senior Convertible Notes
   12




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
      0.875% Convertible Notes
   13




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
       14




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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
     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%
  15




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 Senior Secured Revolving Credit Facility (Amended Credit Facility)
     Spanish Term Loan and Spanish Credit Facility
    PDIC credit facilities
  16




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  Other
     8. Derivative and Other Financial Instruments
  Cash Flow Hedges
    17




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  Fair Value of Designated Derivatives
  March 28, 2008
    
    
    December 31, 2007Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    9.0
    
    
    $
    (0.6
    )
    
    $
    9.0
    
    
    $
    (0.5
    )Commodity futures
    
    
    390.2
    
    
    
    24.0
    
    
    
    297.7
    
    
    
    (18.8
    )Foreign currency forward exchange
    
    
    449.0
    
    
    
    20.1
    
    
    
    380.5
    
    
    
    8.2$
    43.5
    
    
    
    
    
    
    $
    (11.1
    )
 Other Forward Pricing Agreements
  9. Income Taxes
     18




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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 28, 2008
    
    
    March 30, 2007U.S. Plans
    
    

Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.5
    
    
    $
    0.2Interest cost
    
    
    2.0
    
    
    
    1.3
    
    
    
    2.2
    
    
    
    0.5Expected return on plan assets
    
    
    (2.7
    )
    
    
    (0.5
    )
    
    
    (2.6
    )
    
    
    (0.4
    )Amortization of prior service cost
    
    
    0.2
    
    
    
    
    
    
    
    0.3
    
    
    
    Amortization of net loss
    
    
    0.5
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    0.1Net pension expense
    
    $
    0.4
    
    
    $
    1.5
    
    
    $
    0.9
    
    
    $
    0.4
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months EndedMarch 28, 2008
    
    
    March 30, 2007Postretirement benefit expense:Service cost
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.1
    
    
    
    0.1Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.2
 Defined Contribution Plans
  19




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  11. Shareholders Equity
      RestatedMarch 28,
    
    
    December 31,2008
    
    
    2007Foreign currency translation adjustment
    
    $
    140.0
    
    
    $
    96.1Pension adjustments, net of tax
    
    
    (22.2
    )
    
    
    (22.2
    )Change in fair value of derivatives, net of tax
    
    
    3.1
    
    
    
    (39.2
    )Unrealized investment gains
    
    
    5.0
    
    
    
    7.2Adoption of SFAS 158, net of tax
    
    
    (7.0
    )
    
    
    (7.0
    )Other
    
    
    0.4
    
    
    
    0.3Total
    
    $
    119.3
    
    
    $
    35.2
  Three fiscal months endedMarch 28,
    
    
    March 30,2008
    
    
    2007Net income
    
    $
    65.9
    
    
    $
    37.9Currency translation gain (loss)
    
    
    43.9
    
    
    
    1.6Change in fair value of derivatives, net of tax
    
    
    42.3
    
    
    
    10.4Unrealized investment gain
    
    
    (2.1
    )
    
    
    0.7Comprehensive net income
    
    $
    150.0
    
    
    $
    50.6
  20




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  December 31, 2007As Reported
    
    
    Adjustments
    
    
    As RestatedDeferred income taxes
    
    
    140.3
    
    
    
    (16.7
    )
    
    
    123.6Prepaid expenses and other
    
    $
    61.4
    
    
    $
    12.3
    
    
    $
    73.7Total current assets
    
    
    2,577.6
    
    
    
    (4.4
    )
    
    
    2,573.2Total assets
    
    
    3,798.0
    
    
    
    (4.4
    )
    
    
    3,793.6Accrued liabilities
    
    
    427.3
    
    
    
    (30.0
    )
    
    
    397.3Total current liabilities
    
    
    1,865.5
    
    
    
    (30.0
    )
    
    
    1,835.5Total liabilities
    
    
    3,071.9
    
    
    
    (30.0
    )
    
    
    3,041.9Accumulated other comprehensive income, net of
tax
    
    
    9.6
    
    
    
    25.6
    
    
    
    35.2Total shareholders equity
    
    
    651.3
    
    
    
    25.6
    
    
    
    676.9Total liabilities and shareholders equity
    
    $
    3,798.0
    
    
    $
    (4.4
    )
    
    $
    3,793.6
 12. Share-Based Compensation
     21




---



##### 



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 28,
    
    
    March 30,2008
    
    
    2007Earnings per common share  basic:Net income
    
    $
    65.9
    
    
    $
    37.9Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )Net income for basic EPS computation (1)
    
    $
    65.8
    
    
    $
    37.8Weighted average shares outstanding for basic EPS computation (2)
    
    
    51.4
    
    
    
    51.1Earnings per common share  basic
    
    $
    1.28
    
    
    $
    0.74Earnings per common share  assuming dilutionNet income
    
    $
    65.9
    
    
    $
    37.9Less: preferred stock dividends, if applicable
    
    
    
    
    
    
    Net income for diluted EPS computation(1)
    
    $
    65.9
    
    
    $
    37.9Weighted average shares outstanding including nonvested shares
    
    
    52.6
    
    
    
    52.1Dilutive effect of convertible bonds
    
    
    1.1
    
    
    
    Dilutive effect of stock options and restricted stock units
    
    
    0.3
    
    
    
    0.5Dilutive effect of assumed conversion of preferred stock
    
    
    0.5
    
    
    
    0.5Weighted average shares outstanding for diluted EPS computation(2)
    
    
    54.5
    
    
    
    53.1Earnings per common share  assuming dilution
    
    $
    1.21
    
    
    $
    0.71
 
 (1)
    
    Numerator(2)
    
    Denominator  Earnings per Share
  22




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  Total Treasury
    
    
    
    
    
    Incremental SharesMethod
    
    Shares Due to the
    
    Issued by theShare
    
    Shares Underlying 0.875%
    
    Warrant
    
    Incremental
    
    Company under
    
    Company uponPrice
    
    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.   Shares Underlying
    
    Total Treasury1.00% Senior
    
    Method IncrementalShare Price
    
    Convertible Notes
    
    Shares(1)$83.93
    
    
    
    
    
    
    $93.93
    
    
    602,288
    
    
    
    602,288$103.93
    
    
    1,088,861
    
    
    
    1,088,861$113.93
    
    
    1,490,018
    
    
    
    1,490,018$123.93
    
    
    1,826,436
    
    
    
    1,826,436$133.93
    
    
    2,112,616
    
    
    
    2,112,616
 
 (1)
    
    Represents the number of incremental shares that must be included in the
calculation of fully diluted shares under U.S. GAAP. 15. Segment Information
   23




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
     Three fiscal Months EndedMarch 28,
    
    
    March 30,(in millions)
    
    2008
    
    
    2007Net sales:North America
    
    $
    540.7
    
    
    $
    545.1Europe and North Africa
    
    
    553.3
    
    
    
    426.0ROW
    
    
    474.4
    
    
    
    38.1Total
    
    $
    1,568.4
    
    
    $
    1,009.2Operating Income:North America
    
    $
    31.2
    
    
    $
    46.8Europe and North Africa
    
    
    49.1
    
    
    
    39.3ROW
    
    
    35.0
    
    
    
    5.0Total
    
    $
    115.3
    
    
    $
    91.1Identifiable Assets:North America
    
    $
    883.8
    
    
    $
    829.9Europe and North Africa
    
    
    1,543.0
    
    
    
    1,028.1ROW
    
    
    1,512.0
    
    
    
    104.9Corporate
    
    
    226.9
    
    
    
    368.4Total
    
    $
    4,165.7
    
    
    $
    2,331.3
 16. Commitments and Contingencies
    24




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
    
      25




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  17. Unconsolidated Affiliated Companies
  March 28, 2008PTDL Trading Company Ltd.
    
    
    49
    %Phelps Dodge Philippines, Inc.
    
    
    40
    %Colada Continua Chilena, S.A.
    
    
    41
    %Keystone Electric Wire & Cable Co., Ltd.
    
    
    20
    %Thai Copper Rod Ltd.
    
    
    18
    %
 18. Fair Value Disclosure
 Note 2
  March 28, 2008Fair Value Measurement UsingLevel 1
    
    Level 2
    
    Level 3
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    44.1
    
    
    $
    
    
    
    $
    44.1Available-for-sale securities(1)
    
    
    15.1
    
    
    
    
    
    
    
    
    
    
    
    15.1Total Assets
    
    $
    15.1
    
    
    $
    44.1
    
    
    $
    
    
    
    $
    59.2LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    0.6
    
    
    $
    
    
    
    $
    0.6Total liabilities
    
    $
    
    
    
    $
    0.6
    
    
    $
    
    
    
    $
    0.6
 
 Level 1  Quoted prices in active markets for identical assets or liabilitiesLevel 2  Significant other observable inputsLevel 3  Significant unobservable inputs(1)
    
    Available-for-sale securities are held in rabbi trust as part of the Companys deferred compensation plan and are
accounted for in accordance with EITF 97-14, see Note 11 to the condensed consolidated financial statements 26




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
  19. Supplemental Guarantor Information
  Condensed Statements of Operations
Three Fiscal Months Ended March 28, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    529.3
    
    
    $
    1,039.1
    
    
    $
    
    
    
    $
    1,568.4Intercompany
    
    
    14.1
    
    
    
    0.6
    
    
    
    11.3
    
    
    
    (26.0
    )
    
    
    14.1
    
    
    
    529.9
    
    
    
    1,050.4
    
    
    
    (26.0
    )
    
    
    1,568.4Cost of sales
    
    
    
    
    
    
    464.3
    
    
    
    902.7
    
    
    
    (11.3
    )
    
    
    1,355.7Gross profit
    
    
    14.1
    
    
    
    65.6
    
    
    
    147.7
    
    
    
    (14.7
    )
    
    
    212.7Selling,
general and administrative expenses
    
    
    11.4
    
    
    
    36.1
    
    
    
    64.6
    
    
    
    (14.7
    )
    
    
    97.4Operating income
    
    
    2.7
    
    
    
    29.5
    
    
    
    83.1
    
    
    
    
    
    
    
    115.3Other income (expense)
    
    
    (1.0
    )
    
    
    0.1
    
    
    
    2.3
    
    
    
    
    
    
    
    1.4Interest income (expense):Interest expense
    
    
    (8.6
    )
    
    
    (20.1
    )
    
    
    (5.4
    )
    
    
    19.1
    
    
    
    (15.0
    )Interest income
    
    
    18.4
    
    
    
    0.8
    
    
    
    2.7
    
    
    
    (19.1
    )
    
    
    2.89.8
    
    
    
    (19.3
    )
    
    
    (2.7
    )
    
    
    
    
    
    
    (12.2
    )Income before income taxes
    
    
    11.5
    
    
    
    10.3
    
    
    
    82.7
    
    
    
    
    
    
    
    104.5Income tax provision
    
    
    (4.3
    )
    
    
    (7.5
    )
    
    
    (24.3
    )
    
    
    
    
    
    
    (36.1
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    (3.6
    )
    
    
    
    
    
    
    (3.6
    )Equity in net income of subsidiaries
    
    
    58.7
    
    
    
    55.9
    
    
    
    1.1
    
    
    
    (114.6
    )
    
    
    1.1Net income
    
    
    65.9
    
    
    
    58.7
    
    
    
    55.9
    
    
    
    (114.6
    )
    
    
    65.9Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    65.8
    
    
    $
    58.7
    
    
    $
    55.9
    
    
    $
    (114.6
    )
    
    $
    65.8
 27




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 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
 28




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 Condensed Balance Sheets
March 28, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    0.1
    
    
    $
    17.0
    
    
    $
    249.6
    
    
    $
    
    
    
    $
    266.7Receivables, net of allowances
    
    
    
    
    
    
    318.4
    
    
    
    1,096.6
    
    
    
    
    
    
    
    1,415.0Inventories
    
    
    
    
    
    
    310.7
    
    
    
    677.0
    
    
    
    
    
    
    
    987.7Deferred income taxes
    
    
    4.5
    
    
    
    72.5
    
    
    
    31.8
    
    
    
    
    
    
    
    108.8Prepaid expenses and other
    
    
    4.7
    
    
    
    65.0
    
    
    
    52.8
    
    
    
    
    
    
    
    122.5Total current assets
    
    
    9.3
    
    
    
    783.6
    
    
    
    2,107.8
    
    
    
    
    
    
    
    2,900.7Property, plant and equipment, net
    
    
    0.6
    
    
    
    185.8
    
    
    
    594.3
    
    
    
    
    
    
    
    780.7Deferred income taxes
    
    
    
    
    
    
    21.1
    
    
    
    23.6
    
    
    
    
    
    
    
    44.7Intercompany accounts
    
    
    993.6
    
    
    
    401.9
    
    
    
    19.0
    
    
    
    (1,414.5
    )
    
    
    Investment in subsidiaries
    
    
    979.5
    
    
    
    1,025.6
    
    
    
    
    
    
    
    (2,005.1
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    122.4
    
    
    
    
    
    
    
    122.4Intangible assets, net
    
    
    
    
    
    
    0.7
    
    
    
    232.3
    
    
    
    
    
    
    
    233.0Unconsolidated affiliated companies
    
    
    
    
    
    
    
    
    
    
    31.3
    
    
    
    
    
    
    
    31.3Other non-current assets
    
    
    20.9
    
    
    
    25.3
    
    
    
    6.7
    
    
    
    
    
    
    
    52.9Total assets
    
    $
    2,003.9
    
    
    $
    2,444.0
    
    
    $
    3,137.4
    
    
    $
    (3,419.6
    )
    
    $
    4,165.7Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    178.0
    
    
    $
    855.2
    
    
    $
    
    
    
    $
    1,033.2Accrued liabilities
    
    
    (12.8
    )
    
    
    99.2
    
    
    
    310.2
    
    
    
    
    
    
    
    396.6Current portion of long-term debt
    
    
    
    
    
    
    1.1
    
    
    
    203.3
    
    
    
    
    
    
    
    204.4Total current liabilities
    
    
    (12.8
    )
    
    
    278.3
    
    
    
    1,368.7
    
    
    
    
    
    
    
    1,634.2Long-term debt
    
    
    1,155.0
    
    
    
    89.8
    
    
    
    53.9
    
    
    
    
    
    
    
    1,298.7Deferred income taxes
    
    
    
    
    
    
    0.4
    
    
    
    122.6
    
    
    
    
    
    
    
    123.0Intercompany accounts
    
    
    14.2
    
    
    
    993.9
    
    
    
    406.4
    
    
    
    (1,414.5
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    102.1
    
    
    
    79.4
    
    
    
    
    
    
    
    193.8Total liabilities
    
    
    1,168.7
    
    
    
    1,464.5
    
    
    
    2,031.0
    
    
    
    (1,414.5
    )
    
    
    3,249.7Minority interests in consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    80.8
    
    
    
    
    
    
    
    80.8Total shareholders equity
    
    
    835.2
    
    
    
    979.5
    
    
    
    1,025.6
    
    
    
    (2,005.1
    )
    
    
    835.2Total liabilities and shareholders equity
    
    $
    2,003.9
    
    
    $
    2,444.0
    
    
    $
    3,137.4
    
    
    $
    (3,419.6
    )
    
    $
    4,165.7
 29




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 Condensed Balance Sheets
December 31, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    7.2
    
    
    $
    13.2
    
    
    $
    305.3
    
    
    $
    
    
    
    $
    325.7Receivables, net of allowances
    
    
    
    
    
    
    241.1
    
    
    
    880.3
    
    
    
    
    
    
    
    1,121.4Inventories
    
    
    
    
    
    
    301.4
    
    
    
    627.4
    
    
    
    
    
    
    
    928.8Deferred income taxes
    
    
    4.5
    
    
    
    88.0
    
    
    
    31.1
    
    
    
    
    
    
    
    123.6Prepaid expenses and other
    
    
    8.1
    
    
    
    33.4
    
    
    
    32.2
    
    
    
    
    
    
    
    73.7Total current assets
    
    
    19.8
    
    
    
    677.1
    
    
    
    1,876.3
    
    
    
    
    
    
    
    2,573.2Property, plant and equipment, net
    
    
    0.7
    
    
    
    185.4
    
    
    
    552.7
    
    
    
    
    
    
    
    738.8Deferred income taxes
    
    
    
    
    
    
    21.1
    
    
    
    21.5
    
    
    
    
    
    
    
    42.6Intercompany accounts
    
    
    944.2
    
    
    
    487.7
    
    
    
    305.1
    
    
    
    (1,737.0
    )
    
    
    Investment in subsidiaries
    
    
    841.4
    
    
    
    914.8
    
    
    
    
    
    
    
    (1,756.2
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    116.1
    
    
    
    
    
    
    
    116.1Intangible assets, net
    
    
    
    
    
    
    0.7
    
    
    
    236.0
    
    
    
    
    
    
    
    236.7Unconsolidated affiliated companies
    
    
    
    
    
    
    
    
    
    
    29.5
    
    
    
    
    
    
    
    29.5Other non-current assets
    
    
    23.4
    
    
    
    25.3
    
    
    
    8.0
    
    
    
    
    
    
    
    56.7Total assets
    
    $
    1,829.5
    
    
    $
    2,312.1
    
    
    $
    3,145.2
    
    
    $
    (3,493.2
    )
    
    $
    3,793.6Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    133.3
    
    
    $
    804.0
    
    
    $
    
    
    
    $
    937.3Accrued liabilities
    
    
    (15.1
    )
    
    
    121.9
    
    
    
    290.5
    
    
    
    
    
    
    
    397.3Current portion of long-term debt
    
    
    355.0
    
    
    
    1.0
    
    
    
    144.9
    
    
    
    
    
    
    
    500.9Total current liabilities
    
    
    339.9
    
    
    
    256.2
    
    
    
    1,239.4
    
    
    
    
    
    
    
    1,835.5Long-term debt
    
    
    800.0
    
    
    
    71.4
    
    
    
    26.5
    
    
    
    
    
    
    
    897.9Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    118.5
    
    
    
    
    
    
    
    118.5Intercompany accounts
    
    
    0.5
    
    
    
    1,042.3
    
    
    
    694.2
    
    
    
    (1,737.0
    )
    
    
    Other liabilities
    
    
    12.2
    
    
    
    100.8
    
    
    
    77.0
    
    
    
    
    
    
    
    190.0Total liabilities
    
    
    1,152.6
    
    
    
    1,470.7
    
    
    
    2,155.6
    
    
    
    (1,737.0
    )
    
    
    3,041.9Minority interests in consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    74.8
    
    
    
    
    
    
    
    74.8Total shareholders equity
    
    
    676.9
    
    
    
    841.4
    
    
    
    914.8
    
    
    
    (1,756.2
    )
    
    
    676.9Total liabilities and shareholders equity
    
    $
    1,829.5
    
    
    $
    2,312.1
    
    
    $
    3,145.2
    
    
    $
    (3,493.2
    )
    
    $
    3,793.6
 30




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)
 Condensed Statements of Cash Flows
Three Fiscal Months Ended March 28, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    31.2
    
    
    
    (65.5
    )
    
    $
    (99.0
    )
    
    $
    
    
    
    $
    (133.3
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (8.0
    )
    
    
    (33.6
    )
    
    
    
    
    
    
    (41.6
    )Proceeds from properties sold
    
    
    
    
    
    
    2.0
    
    
    
    0.8
    
    
    
    
    
    
    
    2.8Intercompany accounts
    
    
    (56.9
    )
    
    
    
    
    
    
    
    
    
    
    56.9
    
    
    
    Other, net
    
    
    (1.7
    )
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    (0.9
    )Net cash flows of investing activities
    
    
    (58.6
    )
    
    
    (5.2
    )
    
    
    (32.8
    )
    
    
    56.9
    
    
    
    (39.7
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    13.4
    
    
    
    
    
    
    
    (13.5
    )
    
    
    
    
    
    
    (0.1
    )Excess tax benefits from stock-based
compensation
    
    
    5.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.2Intercompany accounts
    
    
    
    
    
    
    56.1
    
    
    
    0.8
    
    
    
    (56.9
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    45.8
    
    
    
    
    
    
    
    
    
    
    
    45.8Repayments of revolving credit borrowings
    
    
    
    
    
    
    (27.3
    )
    
    
    
    
    
    
    
    
    
    
    (27.3
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    
    
    
    
    75.6
    
    
    
    
    
    
    
    75.6Proceeds from exercise of stock options
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.7Net cash flows of financing activities
    
    
    20.3
    
    
    
    74.6
    
    
    
    62.9
    
    
    
    (56.9
    )
    
    
    100.9Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    (0.1
    )
    
    
    13.2
    
    
    
    
    
    
    
    13.1Increase (decrease) in cash and cash equivalents
    
    
    (7.1
    )
    
    
    3.8
    
    
    
    (55.7
    )
    
    
    
    
    
    
    (59.0
    )Cash and cash equivalents  beginning of period
    
    
    7.2
    
    
    
    13.2
    
    
    
    305.3
    
    
    
    
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    0.1
    
    
    $
    17.0
    
    
    $
    249.6
    
    
    $
    
    
    
    $
    266.7
 31




---



##### 



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
    )
    
    
    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
 32




---



##### 



20. Subsequent Event
   33




---



##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   Overview
    Three Fiscal Months Ended(in millions)
    
    March 28, 2008
    
    March 30, 2007Net sales:North America
    
    $
    540.7
    
    
    $
    545.1Europe and North Africa
    
    
    553.3
    
    
    
    426.0ROW
    
    
    474.4
    
    
    
    38.1Total
    
    $
    1,568.4
    
    
    $
    1,009.2Operating Income:North America
    
    $
    31.2
    
    
    $
    46.8Europe and North Africa
    
    
    49.1
    
    
    
    39.3ROW
    
    
    35.0
    
    
    
    5.0Total
    
    $
    115.3
    
    
    $
    91.1
   34




---



##### 



Current Business Environment
   
    
    Worldwide underlying growth trends in electric utility and infrastructure markets;
    
    Softness in demand for low-voltage utility products in North America and construction
products in Europe, particularly Spain, as a result of slow down in new home construction;
    
    Continued decline in demand for copper based telecommunication products;
    
    Increasing demand for natural resources, such as oil and gas, and alternative energy
initiatives;
    
    Increasing demand for further deployment of submarine power and fiber optic
communication systems; and
    
    Continued political sensitivity in certain developing markets.
    35




---



##### 



Acquisitions and Divestitures
     Critical Accounting Policies and Estimates
 Fair Value Measurements The Fair Value Option for
Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115
 New Accounting Standards
 Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No.
133.
 36




---



##### 



Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement)
 Fair Value
Measurements Business Combinations Business Combinations.
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
 37




---



##### 



Results of Operations
  Three Fiscal Months EndedMarch 28, 2008
    
    
    March 30, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    1,568.4
    
    
    
    100.0
    %
    
    $
    1,009.2
    
    
    
    100.0
    %Cost of sales
    
    
    1,355.7
    
    
    
    86.4
    %
    
    
    849.4
    
    
    
    84.2
    %Gross profit
    
    
    212.7
    
    
    
    13.6
    %
    
    
    159.8
    
    
    
    15.8
    %Selling, general and administrative expenses
    
    
    97.4
    
    
    
    6.2
    %
    
    
    68.7
    
    
    
    6.8
    %Operating income
    
    
    115.3
    
    
    
    7.4
    %
    
    
    91.1
    
    
    
    9.0
    %Other income
    
    
    1.4
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    %Interest expense, net
    
    
    (12.2
    )
    
    
    (0.8
    )%
    
    
    (5.9
    )
    
    
    (0.6
    )%Loss on extinguishment of debt
    
    
    
    
    
    
    
    %
    
    
    (25.1
    )
    
    
    (2.5
    )%Income before income taxes
    
    
    104.5
    
    
    
    6.6
    %
    
    
    60.1
    
    
    
    6.0
    %Income tax provision
    
    
    (36.1
    )
    
    
    (2.3
    )%
    
    
    (22.2
    )
    
    
    (2.2
    )%Minority interest in consolidated subsidiaries
    
    
    (3.6
    )
    
    
    (0.2
    )%
    
    
    
    
    
    
    
    %Equity in net earning of affiliated companies
    
    
    1.1
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    %Net income
    
    
    65.9
    
    
    
    4.3
    %
    
    
    37.9
    
    
    
    3.8
    %Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.1
    )
    
    
    
    %Net income applicable to
common shareholders
    
    $
    65.8
    
    
    
    4.3
    %
    
    $
    37.8
    
    
    
    3.7
    %
 Three Fiscal Months Ended March 28, 2008 Compared with Three Fiscal Months Ended March 30, 2007
  Net Sales
  Net SalesThree Fiscal Months EndedMarch 28, 2008
    
    
    March 30, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    540.7
    
    
    
    35
    %
    
    $
    545.1
    
    
    
    54
    %Europe and North Africa
    
    
    553.3
    
    
    
    35
    %
    
    
    426.0
    
    
    
    42
    %ROW
    
    
    474.4
    
    
    
    30
    %
    
    
    38.1
    
    
    
    4
    %Total net sales
    
    $
    1,568.4
    
    
    
    100
    %
    
    $
    1,009.2
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedMarch 28, 2008
    
    
    March 30, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    540.7
    
    
    
    35
    %
    
    $
    600.3
    
    
    
    54
    %Europe and North Africa
    
    
    553.3
    
    
    
    35
    %
    
    
    465.6
    
    
    
    42
    %ROW
    
    
    474.4
    
    
    
    30
    %
    
    
    42.0
    
    
    
    4
    %Total metal-adjusted net sales
    
    $
    1,568.4
    
    
    
    100
    %
    
    $
    1,107.9
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (98.7
    )Total net sales
    
    $
    1,568.4
    
    
    
    
    
    
    $
    1,009.2
 38




---



##### 



Metal Pounds SoldThree Fiscal Months EndedMarch 28, 2008
    
    March 30, 2007Pounds
    
    %
    
    Pounds
    
    %North America
    
    
    92.3
    
    
    
    33
    %
    
    
    107.7
    
    
    
    54
    %Europe and North Africa
    
    
    86.9
    
    
    
    31
    %
    
    
    84.5
    
    
    
    43
    %ROW
    
    
    98.1
    
    
    
    36
    %
    
    
    5.5
    
    
    
    3
    %Total metal pounds sold
    
    
    277.3
    
    
    
    100
    %
    
    
    197.7
    
    
    
    100
    %
    39




---



##### 



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeThree Fiscal Months Ended,March 28, 2008
    
    
    March 30, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    31.2
    
    
    
    27
    %
    
    $
    46.8
    
    
    
    51
    %Europe and North Africa
    
    
    49.1
    
    
    
    43
    %
    
    
    39.3
    
    
    
    43
    %ROW
    
    
    35.0
    
    
    
    30
    %
    
    
    5.0
    
    
    
    6
    %Total operating income
    
    $
    115.3
    
    
    
    100
    %
    
    $
    91.1
    
    
    
    100
    %
   40




---



##### 



Other Income
  Interest Expense
  Loss on Extinguishment of Debt
  Tax Provision
  Preferred Stock Dividends
  Liquidity and Capital Resources
   41




---



##### 



Summary of Cash Flows
    Debt and Other Contractual Obligations
    42




---



##### 



43




---



##### 



Payments Due by PeriodLess than
    
    
    1  3
    
    
    4  5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsContractual obligations(1):Total debt (excluding capital leases)
    
    $
    1,499.7
    
    
    $
    203.3
    
    
    $
    106.3
    
    
    $
    856.1
    
    
    $
    334.0Capital leases
    
    
    3.4
    
    
    
    1.1
    
    
    
    2.2
    
    
    
    0.1
    
    
    
    Interest payments on 7.125% Senior
    
    
    149.6
    
    
    
    14.2
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    78.4NotesInterest payments on Senior Floating Rate Notes
    
    
    73.6
    
    
    
    8.9
    
    
    
    17.8
    
    
    
    17.8
    
    
    
    29.1Interest payments on 0.875% Convertible Notes
    
    
    20.2
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    4.7Interest payments on 1.00% Senior Convertible
Notes
    
    
    23.8
    
    
    
    4.8
    
    
    
    9.5
    
    
    
    9.5
    
    
    
    Operating leases
    
    
    33.3
    
    
    
    8.7
    
    
    
    13.2
    
    
    
    6.5
    
    
    
    4.9Defined benefit pension obligations(2)
    
    
    6.8
    
    
    
    6.8
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    11.9
    
    
    
    1.6
    
    
    
    3.2
    
    
    
    2.6
    
    
    
    4.5Commodity futures and forward pricing
agreements(3)
    
    
    540.5
    
    
    
    497.6
    
    
    
    42.9
    
    
    
    
    
    
    
    Foreign currency contracts(3)
    
    
    449.0
    
    
    
    393.7
    
    
    
    55.3
    
    
    
    
    
    
    
    FIN 48 obligation, including interest and
penalties(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Statutory severance programs(5)
    
    
    2.2
    
    
    
    0.6
    
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.9Total
    
    $
    2,814.0
    
    
    $
    1,144.4
    
    
    $
    285.4
    
    
    $
    927.7
    
    
    $
    456.5
 
 (1)
    
    This table does not include interest payments on certain 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 2008 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 3, Quantitative and Qualitative
Disclosures about Market Risk.(4)
    
    FIN 48 obligations of $65.3 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.(5)
    
    All statutory severance benefits for employees in Venezuela of $0.5 million have
been included in 2008 as amounts due beyond one year are not determinable.  Off Balance Sheet Assets and Obligations
  44




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##### 



Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   March 28, 2008
    
    
    December 31, 2007Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    9.0
    
    
    $
    (0.6
    )
    
    $
    9.0
    
    
    $
    (0.5
    )Commodity futures
    
    
    390.2
    
    
    
    24.0
    
    
    
    297.7
    
    
    
    (18.8
    )Foreign currency forward exchange
    
    
    449.0
    
    
    
    20.1
    
    
    
    380.5
    
    
    
    8.2$
    43.5
    
    
    
    
    
    
    $
    (11.1
    )
 45




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##### 



Other Forward Pricing Agreements
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 .
 .
   46




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##### 



Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 
 
 ITEM 1A. RISK FACTORS
  
 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
  47




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##### 



ITEM 6. EXHIBITS
   4.1
    
    Automatic shelf registration statement of $475.0 million in
aggregate principal amount of 1.00% Senior Convertible Notes due 2012
incorporated by reference to Form S-3ASR filed on April 16, 2008.10.1
    
    Salary Adjustment for President and Chief Executive Officer and
Executive Vice President, Chief Financial Officer and Treasurer and Executive Vice
President, General Counsel and Secretary dated February 5, 2008 (incorporated by
reference to the Form 8-K Current Report as filed on February 5, 2008)*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.
 48




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##### 



Signature
  General Cable CorporationSigned:  May 7, 2008
    By:
    /s/ BRIAN J. ROBINSONBrian J. RobinsonExecutive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting Officer) 49




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##### 



Exhibit Index
 4.1
    
    Automatic shelf registration statement of $475.0 million in
aggregate principal amount of 1.00% Senior Convertible Notes due 2012
incorporated by reference to Form S-3ASR filed on April 16, 2008.10.1
    
    Salary Adjustment for President and Chief Executive Officer and
Executive Vice President, Chief Financial Officer and Treasurer and Executive Vice
President, General Counsel and Secretary dated February 5, 2008 (incorporated by
reference to the Form 8-K Current Report as filed on February 5, 2008)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.
 50