##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 3, 2009
 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
 Yes þ No o
 Yes o No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller company)
 Yes o No þ
  Class
    
    Outstanding at May 1, 2009Common Stock, $0.01 per value
    
    51,934,068




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##### 



GENERAL CABLE CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT
ON FORM 10-Q
 PAGEPART I Financial StatementsItem 1. Condensed Consolidated Financial Statements (Unaudited)Statements of Operations 

For the three fiscal months ended April 3, 2009 and March 28, 2008
    
    
    3Balance Sheets 

April 3, 2009 and December 31, 2008
    
    
    4Statements of Cash Flows 

For the three fiscal months ended April 3, 2009 and March 28, 2008
    
    
    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
    
    
    44Item 4. Controls and Procedures
    
    
    45PART II Other InformationItem 1. Legal Proceedings
    
    
    46Item 1A. Risk Factors
    
    
    46Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    46Item 3. Defaults Upon Senior Securities
    
    
    46Item 4. Submission of Matters to a Vote of Security Holders
    
    
    46Item 5. Other Information
    
    
    46Item 6. Exhibits
    
    
    47Signature
    
    
    48Exhibit Index
    
    
    49Exhibit 12.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I. FINANCIAL STATEMENTS
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations
 (in millions, except per share data)
 (unaudited)
 Three Fiscal Months EndedApril 3,
    
    
    March 28,2009
    
    
    2008Net sales
    
    $
    1,041.3
    
    
    $
    1,568.4Cost of sales
    
    
    853.8
    
    
    
    1,355.7Gross profit
    
    
    187.5
    
    
    
    212.7Selling, general and administrative expenses
    
    
    95.0
    
    
    
    97.4Operating income
    
    
    92.5
    
    
    
    115.3Other income
    
    
    3.5
    
    
    
    1.4Interest income (expense):Interest expense
    
    
    (22.5
    )
    
    
    (23.7
    )Interest income
    
    
    1.2
    
    
    
    2.8(21.3
    )
    
    
    (20.9
    )Income from continuing operations before income taxes
    
    
    74.7
    
    
    
    95.8Income tax provision
    
    
    (25.0
    )
    
    
    (34.2
    )Equity in earnings of affiliated companies
    
    
    0.1
    
    
    
    1.1Net income
including noncontrolling interest
    
    
    49.8
    
    
    
    62.7Less: preferred stock dividends
    
    
    0.1
    
    
    
    0.1Less: net income attributable to noncontrolling interest
    
    
    1.4
    
    
    
    3.6Net income attributable to GCC common shareholders
    
    $
    48.3
    
    
    $
    59.0Earnings per shareEarnings per common share-basic
    
    $
    0.93
    
    
    $
    1.12Weighted average common shares-basic
    
    
    51.9
    
    
    
    52.5Earnings per common share-assuming dilution
    
    $
    0.92
    
    
    $
    1.08Weighted average common shares-assuming dilution
    
    
    52.6
    
    
    
    54.5
   3




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (in millions, except share data)
 (unaudited)
 April 3,
    
    
    December 31,2009
    
    
    2008AssetsCurrent Assets:Cash and cash equivalents
    
    $
    205.3
    
    
    $
    282.6Receivables, net of allowances of $22.7 million at April 3, 2009 and
$19.3 million at December 31, 2008
    
    
    920.2
    
    
    
    1,032.0Inventories
    
    
    989.4
    
    
    
    953.2Deferred income taxes
    
    
    127.0
    
    
    
    132.3Prepaid expenses and other
    
    
    79.0
    
    
    
    71.5Total current assets
    
    
    2,320.9
    
    
    
    2,471.6Property, plant and equipment, net
    
    
    897.6
    
    
    
    880.9Deferred income taxes
    
    
    49.0
    
    
    
    56.0Goodwill
    
    
    170.0
    
    
    
    171.9Intangible assets, net
    
    
    198.9
    
    
    
    201.8Unconsolidated affiliated companies
    
    
    7.3
    
    
    
    7.5Other non-current assets
    
    
    45.9
    
    
    
    46.7Total assets
    
    $
    3,689.6
    
    
    $
    3,836.4Liabilities and EquityCurrent Liabilities:Accounts payable
    
    $
    661.0
    
    
    $
    757.2Accrued liabilities
    
    
    301.0
    
    
    
    423.3Current portion of long-term debt
    
    
    187.6
    
    
    
    230.5Total current liabilities
    
    
    1,149.6
    
    
    
    1,411.0Long-term debt
    
    
    1,068.0
    
    
    
    1,023.5Deferred income taxes
    
    
    144.6
    
    
    
    133.6Other liabilities
    
    
    260.4
    
    
    
    276.2Total liabilities
    
    
    2,622.6
    
    
    
    2,844.3Commitments and ContingenciesEquity:Redeemable convertible preferred stock, at redemption value (liquidation preference of $50.00 per share):April 3, 2009  76,202 outstanding sharesDecember 31, 2008  76,233 shares outstanding
    
    
    3.8
    
    
    
    3.8Common stock, $0.01 par value, issued and outstanding shares:April 3, 2009  51,930,889 (net of 6,178,978 treasury shares) 
December 31, 2008  51,775,200 (net of 6,177,498 treasury shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    489.1
    
    
    
    486.6Treasury stock
    
    
    (72.3
    )
    
    
    (71.9
    )Retained earnings
    
    
    646.3
    
    
    
    597.9Accumulated other comprehensive income
    
    
    (127.7
    )
    
    
    (146.0
    )Total GCC shareholders equity
    
    
    939.8
    
    
    
    871.0Noncontrolling interest
    
    
    127.2
    
    
    
    121.1Total equity
    
    
    1,067.0
    
    
    
    992.1Total liabilities and equity
    
    $
    3,689.6
    
    
    $
    3,836.4
   4




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (in millions)
 (unaudited)
 Three Fiscal Months EndedApril 3,
    
    
    March 28,2009
    
    
    2008Cash flows of operating activities:Net income including noncontrolling interest
    
    $
    49.8
    
    
    $
    62.7Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    25.0
    
    
    
    23.4Foreign currency exchange gain
    
    
    (3.5
    )
    
    
    (1.4
    )Deferred income taxes
    
    
    11.4
    
    
    
    Excess tax benefits from stock-based compensation
    
    
    0.2
    
    
    
    (5.2
    )Inventory impairment charges
    
    
    (4.7
    )
    
    
    (3.9
    )Convertible debt instruments noncash interest charges
    
    
    9.4
    
    
    
    8.7Loss on disposal of property
    
    
    2.4
    
    
    
    3.0Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:(Increase) decrease in receivables
    
    
    92.2
    
    
    
    (244.7
    )Increase in inventories
    
    
    (40.3
    )
    
    
    (25.1
    )(Increase) decrease in other assets
    
    
    (2.8
    )
    
    
    6.8Increase (decrease) in accounts payable, accrued and other liabilities
    
    
    (155.0
    )
    
    
    42.4Net cash flows of operating activities
    
    
    (15.9
    )
    
    
    (133.3
    )Cash flows of investing activities:Capital expenditures
    
    
    (46.8
    )
    
    
    (41.6
    )Proceeds from properties sold
    
    
    0.2
    
    
    
    2.8Acquisitions, net of cash acquired
    
    
    
    
    
    
    Other, net
    
    
    (1.6
    )
    
    
    (0.9
    )Net cash flows of investing activities
    
    
    (48.2
    )
    
    
    (39.7
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    (0.1
    )Excess tax benefits from stock-based compensation
    
    
    (0.2
    )
    
    
    5.2Proceeds from revolving credit borrowings
    
    
    53.8
    
    
    
    45.8Repayments of revolving credit borrowings
    
    
    (11.8
    )
    
    
    (27.3
    )Proceeds (repayments) of other debt, net
    
    
    (47.5
    )
    
    
    75.6Proceeds from exercise of stock options
    
    
    0.1
    
    
    
    1.7Net cash flows of financing activities
    
    
    (5.7
    )
    
    
    100.9Effect of exchange rate changes on cash and cash equivalents
    
    
    (7.5
    )
    
    
    13.1Decrease in cash and cash equivalents
    
    
    (77.3
    )
    
    
    (59.0
    )Cash and cash equivalents  beginning of period
    
    
    282.6
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    205.3
    
    
    $
    266.7Supplemental InformationCash paid during the period for:Income tax payments, net of refunds
    
    $
    2.6
    
    
    $
    3.9Interest
    
    $
    13.1
    
    
    $
    2.7Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    3.2
    
    
    $
    2.2
   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 Company adopted Statement of Financial Accounting Standard (SFAS) No. 161,
Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB
Statement No. 133as discussed in Note 8 of the condensed consolidated financial
statements. SFAS No. 161 requires qualitative disclosures about the Companys objectives
and strategies for using derivatives, quantitative disclosures about the fair value of
gains and losses on derivative instruments and disclosures about credit-risk-related
contingent features in derivative agreements.
 
    
    The Company adopted FASB Staff Position (FSP) SFAS No. 157-2 which had no impact on the
Companys condensed consolidated balance sheet, statement of operations or cash flows. As
discussed below in Note 18, FSP SFAS No. 157-2 partially delayed the effective date of SFAS
No. 157 Fair Value Measurementsfor non-financial assets and non-financial liabilities that
are recognized or disclosed at fair value in the financial statements on a nonrecurring
basis.
 
    
    The Company adopted SFAS No. 141 (revised 2007), Business Combinationswhich had no
impact on the Companys condensed consolidated balance sheet, statement of operations or
cash flows. SFAS No. 141 (revised 2007) requires an acquirer to measure the identifiable
assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at
their fair values on the acquisition date, with goodwill being the excess value over the
net identifiable assets acquired. This standard also requires the fair value measurement of
certain other assets and liabilities related to the acquisition such as contingencies and
research and development.
  6




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 
    
    The Company adopted SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements.SFAS No. 160 established new standards governing the accounting for and
reporting of noncontrolling intetests (NCIs) in partially owned consolidated subsidiaries
and the loss of control of subsidiaries. Certain provisions of this standard indicate,
among other things, that NCIs (previously referred to as minority interests) be treated as
a separate component of equity, not as a liability; that increases and decreases in the
parents ownership interest that leave control intact be treated as equity transactions,
rather than as step acquisitions or dilution gains or losses; and that losses of a
partially owned consolidated subsidiary be allocated to the NCI even when such allocation
might result in a deficit balance. Consolidated net income should include the net income
for both the parent and the noncontrolling interest with disclosure of both amounts on the
consolidated statement of operations. SFAS No. 160 also requires that a retained
noncontrolling interest upon the deconsolidation of a subsidiary be initially measured at
its fair value. SFAS No. 160 is to be applied prospectively as of the beginning of the
fiscal year in which it is initially adopted, except for the presentation and disclosure
requirements which are to be applied retrospectively for all periods presented. As a
result, the condensed consolidated balance sheet has been adjusted to reflect the
reclassification of noncontrolling interest to equity, the condensed consolidated statement
of operations has been adjusted to include the net income attributable to the
noncontrolling interest and the disclosure of condensed consolidated comprehensive income,
in Note 11, has been adjusted to include comprehensive income attributable to the
noncontrolling interest.
 
    
    The Company adopted FSP EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities. The FSP specifies that all
outstanding unvested share-based payment awards that contain rights to non-forfeitable
dividends shall be considered participating securities in undistributed earnings along with
common shareholders. As a result, the Company retrospectively applied the two-class method
of computing basic and diluted earnings per share as discussed in Note 14 of the condensed
consolidated financial statements.
 
    
    The Company adopted FSP APB 14-1, Accounting for Convertible Debt Instruments That May
Be Settled in Cash Upon Conversion (including Partial Cash Settlement)as discussed in Note
7 of the condensed consolidated financial statements. The FSP specifies that when issuers
of convertible debt instruments recognize interest cost, they should separately account for
the liability and equity components of the instrument in a manner that will reflect the
entitys non-convertible debt borrowing rate on the instruments issuance date. As a
result, the Companys condensed consolidated balance sheet, statement of operations and
cash flows have been adjusted for all periods presented in accordance with the
retrospective application of the FSP. As of April 3, 2009, the Companys condensed
consolidated balance sheet has been adjusted to reflect the reduction in the carrying value
of the Companys senior convertible notes of approximately $182.8 million, the increase in
additional paid-in capital of approximately $198.2 million and net deferred taxes of
approximately $35.1 million. Transaction costs of approximately $21.7 million directly
related to the issuance of the Companys convertible debt instruments have been allocated
to the liability and equity components in proportion to the allocation of proceeds and
accounted for as $13.3 million of debt issuance costs and $8.4 million of equity issuance
costs. As a result of the retrospective application, certain amounts in the Companys
2008 consolidated balance sheet were changed and are presented below:
 December 31, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedPrepaid expenses and other
    
    $
    77.6
    
    
    $
    (6.1
    )
    
    $
    71.5Deferred income taxes
    
    
    53.9
    
    
    
    2.1
    
    
    
    56.0Total assets
    
    $
    3,840.4
    
    
    
    (4.0
    )
    
    $
    3,836.4Long-term debt
    
    $
    1,216.1
    
    
    
    (192.6
    )
    
    $
    1,023.5Deferred income taxes
    
    
    96.4
    
    
    
    37.2
    
    
    
    133.6Total liabilities
    
    $
    2,999.7
    
    
    
    (155.4
    )
    
    $
    2,844.3Additional paid-in capital
    
    $
    288.4
    
    
    
    198.2
    
    
    $
    486.6Retained earnings
    
    
    644.7
    
    
    
    (46.8
    )
    
    
    597.9Total liabilities and shareholders equity
    
    $
    3,840.4
    
    
    
    (4.0
    )
    
    $
    3,836.4
  7




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Three fiscal months ended March 28, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedInterest expense
    
    $
    15.0
    
    
    $
    8.7
    
    
    $
    23.7Income tax provision (benefit)
    
    
    36.1
    
    
    
    (1.9
    )
    
    
    34.2Net income attributable to GCC common shareholders
    
    $
    65.8
    
    
    
    (6.8
    )
    
    $
    59.0
 
    
    The Company adopted Emerging Issues Task Force Issue (EITF) 07-5 Determining whether an
Instrument (or Embedded Feature) is Indexed to an Entitys Own Stockas discussed in Note 7
of the condensed consolidated financial statements. Paragraph 11(a) of SFAS No 133
Accounting for Derivatives and Hedging Activitiesspecifies that a contract that would
otherwise meet the definition of a derivative but is both (a) indexed to the Companys own
stock and (b) classified in stockholders equity in the statement of financial position
would not be considered a derivative financial instrument. EITF 07-5 provides a new
two-step model to be applied in determining whether a financial instrument or an embedded
feature is indexed to an issuers own stock and thus able to qualify for the SFAS 133
paragraph 11(a) scope exception. This standard was applied to the embedded conversion
options contained in the Companys two convertible debt instruments. The Company
determined that the embedded conversion option is indexed to the Companys own stock and
classified in shareholders equity, thereby qualifying for the SFAS 133 paragraph 11(a)
scope exception.
 3. Acquisitions and Divestitures
    4. Inventories
   8




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  April 3,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    180.5
    
    
    $
    197.4Work in process
    
    
    152.5
    
    
    
    168.9Finished goods
    
    
    656.4
    
    
    
    586.9Total
    
    $
    989.4
    
    
    $
    953.2
   5. Property, Plant and Equipment
   April 3,
    
    
    December 31,2009
    
    
    2008Land
    
    $
    92.5
    
    
    $
    93.1Buildings and leasehold improvements
    
    
    214.9
    
    
    
    214.7Machinery, equipment and office furnishings
    
    
    792.8
    
    
    
    783.3Construction in progress
    
    
    133.5
    
    
    
    121.0Total  gross book value
    
    
    1,233.7
    
    
    
    1,212.1Less accumulated depreciation
    
    
    (336.1
    )
    
    
    (331.2
    )Total  net book value
    
    $
    897.6
    
    
    $
    880.9
    9




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 6. Goodwill and Other Intangible Assets
   Goodwill
    
    
    Indefinite-lived assets  Trade namesNorth
    
    
    Europe and
    
    
    
    
    
    
    
    
    
    
    North
    
    
    Europe andAmerica
    
    
    North Africa
    
    
    ROW
    
    
    Total
    
    
    America
    
    
    North Africa
    
    
    ROW
    
    
    TotalBalance at December 31, 2008
    
    $
    0.8
    
    
    $
    22.9
    
    
    $
    148.2
    
    
    $
    171.9
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    122.6
    
    
    $
    123.1Acquisitions
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Currency translation and
other adjustments
    
    
    
    
    
    
    (0.2
    )
    
    
    (2.3
    )
    
    
    (2.5
    )
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    0.6Balance at April 3, 2009
    
    $
    0.8
    
    
    $
    22.7
    
    
    $
    146.5
    
    
    $
    170.0
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    123.2
    
    
    $
    123.7
   April 3,
    
    
    December 312009
    
    
    2008Amortized intangible assets:Customer relationships
    
    $
    106.4
    
    
    $
    106.4Accumulated amortization
    
    
    (23.2
    )
    
    
    (19.1
    )Foreign currency translation adjustment
    
    
    (8.0
    )
    
    
    (8.6
    )Total Amortized intangible assets
    
    $
    75.2
    
    
    $
    78.7
   10




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 7. Long-Term Debt
  April 3,
    
    
    December 31,2009
    
    
    20081.00% Senior Convertible Notes due 2012
    
    $
    381.5
    
    
    $
    375.70.875% Convertible Notes due 2013
    
    
    265.7
    
    
    
    261.77.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Silec credit facilities
    
    
    61.1
    
    
    
    84.9PDIC credit facilities
    
    
    79.5
    
    
    
    71.5Spanish Term Loan
    
    
    57.8
    
    
    
    64.1Asset Based Loan
    
    
    42.0
    
    
    
    Other
    
    
    43.0
    
    
    
    71.1Total debt
    
    
    1,255.6
    
    
    
    1,254.0Less current maturities
    
    
    187.6
    
    
    
    230.5Long-term debt
    
    $
    1,068.0
    
    
    $
    1,023.5Weighted average interest rates on the above
outstanding balances were as follows:1.00% Senior Convertible Notes due 2012
    
    
    7.5
    %
    
    
    7.5
    %0.875% Convertible Notes due 2013
    
    
    7.35
    %
    
    
    7.35
    %7.125% Senior Notes due 2017
    
    
    7.125
    %
    
    
    7.125
    %Senior Floating Rate Notes
    
    
    3.8
    %
    
    
    6.3
    %Silec credit facilities
    
    
    2.6
    %
    
    
    4.4
    %PDIC credit facilities
    
    
    3.6
    %
    
    
    5.3
    %Spanish Term Loan
    
    
    4.4
    %
    
    
    4.4
    %Asset Based Loan
    
    
    2.7
    %
    
    
    
    %Other
    
    
    4.1
    %
    
    
    5.8
    %
 1.00% Senior Convertible Notes
     11




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
     0.875% Convertible Notes
     12




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




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##### Table of Contents



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%
   14




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Silec credit facilities
  PDIC credit facilities
  Spanish Term Loan and Spanish Credit Facility
    Senior Secured Revolving Credit Facility (Amended Credit Facility)
    15




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
   Other
    8. Financial Instruments
 Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB
Statement No. 133
  Cash Flow Hedges
    16




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Fair Value of Derivatives Instruments
  April 3, 2009Notional
    
    
    Fair ValueAmount
    
    
    Asset (1)
    
    
    Liability (2)Derivatives designated as cash flow hedges:Interest rate swap
    
    $
    69.6
    
    
    $
    2.9
    
    
    $
    0.7Commodity futures
    
    
    142.3
    
    
    
    4.4
    
    
    
    35.6Foreign currency exchange
    
    
    339.2
    
    
    
    2.9
    
    
    
    13.0$
    10.2
    
    
    $
    49.3Derivatives not designated as cash flow hedges:Commodity futures
    
    $
    1.3
    
    
    
    
    
    
    
    1.3Foreign currency exchange
    
    
    7.3
    
    
    
    
    
    
    
    0.2$
    
    
    
    $
    1.5
 (1)
    
    Balance recorded in Prepaid expenses and other and Other non-current assets(2)
    
    Balance recorded in Accrued liabilities and Other liabilities   April 3, 2009Ineffective portion andEffective Portion
    
    
    Reclassified from
    
    
    amount excluded fromrecognized in OCI
    
    
    Accumulated OCI
    
    
    effectiveness testingGain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)Derivatives designated as cash flow
hedges:Interest rate swap (1)
    
    $
    2.3
    
    
    $
    (0.6
    )
    
    $
    (0.1
    )Commodity futures (2)
    
    
    (31.1
    )
    
    
    (36.8
    )
    
    
    (0.1
    )Foreign currency exchange (3)
    
    
    (11.7
    )
    
    
    (0.1
    )
    
    
    1.6Total
    
    $
    (40.5
    )
    
    $
    (37.5
    )
    
    $
    1.4
 (1)
    
    Gain or (loss) is recognized in interest expense on the condensed consolidated statement of operations(2)
    
    Gain or (loss) is
recognized in cost of sales on the condensed consolidated statement of operations(3)
    
    Gain or (loss) is recognized in selling, general and administrative expense on the condensed consolidated statement of operations  17




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Other Forward Pricing Agreements
  9. Income Taxes
    10. Employee Benefit Plans
  Defined Benefit Pension Plans
   18




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
  Three Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    0.6Interest cost
    
    
    2.0
    
    
    
    1.3
    
    
    
    2.0
    
    
    
    1.3Expected return on plan assets
    
    
    (1.8
    )
    
    
    (0.4
    )
    
    
    (2.7
    )
    
    
    (0.5
    )Amortization of prior service cost
    
    
    0.2
    
    
    
    
    
    
    
    0.2
    
    
    
    Amortization of net loss
    
    
    1.7
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    0.1Net pension expense
    
    $
    2.5
    
    
    $
    1.6
    
    
    $
    0.4
    
    
    $
    1.5
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Postretirement benefit expense:Service cost
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.1
    
    
    
    0.1Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.2
 Defined Contribution Plans
  11. Equity
   General Cable shareholdersAccumulatedPreferred
    
    
    Common
    
    
    Addl
    
    
    
    
    
    
    
    
    
    
    Otherstock
    
    
    Stock
    
    
    Paid in
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingTotal
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    InterestBalance, December 31, 2008
    
    $
    992.1
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    486.6
    
    
    $
    (71.9
    )
    
    $
    597.9
    
    
    $
    (146.0
    )
    
    $
    121.1Comprehensive income:Net income including noncontrolling interest
    
    
    49.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48.4
    
    
    
    
    
    
    
    1.4Foreign currency translation adj.
    
    
    (11.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11.8
    )
    
    
    0.3Unrealized gain (loss) on financial
instruments
    
    
    26.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24.3
    
    
    
    2.6Unrealized investment gain (loss) on def comp
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.8Defined benefit plans adjustments
    
    
    Comprehensive income
    
    
    71.0Preferred stock dividend
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefit from stock compensation
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Other  Issuance pursuant to restricted
stock, stock options and other benefits
plans
    
    
    4.2
    
    
    
    
    
    
    
    
    
    
    
    2.7
    
    
    
    (0.4
    )
    
    
    0.1
    
    
    
    
    
    
    
    1.8Balance, April 3, 2009
    
    $
    1,067.0
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    489.1
    
    
    $
    (72.3
    )
    
    $
    646.3
    
    
    $
    (127.7
    )
    
    $
    127.2
  19




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 General Cable shareholdersAccumulatedPreferred
    
    
    Common
    
    
    Addl
    
    
    
    
    
    
    
    
    
    
    Otherstock
    
    
    Stock
    
    
    Paid in
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingTotal
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    InterestBalance, December 31, 2007
    
    $
    931.4
    
    
    $
    5.1
    
    
    $
    0.6
    
    
    $
    466.2
    
    
    $
    (60.3
    )
    
    $
    409.8
    
    
    $
    51.2
    
    
    $
    58.8Comprehensive income:Net income including noncontrolling interest
    
    
    62.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59.1
    
    
    
    
    
    
    
    3.6Foreign currency translation adj.
    
    
    43.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45.0
    
    
    
    (1.1
    )Unrealized gain (loss) on financial
instruments
    
    
    42.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38.5
    
    
    
    3.8Unrealized investment gain (loss) on def comp
    
    
    (2.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.1
    )Defined benefit plans adjustments
    
    
    Comprehensive income
    
    
    146.8Preferred stock dividend
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefit from stock compensation
    
    
    5.2
    
    
    
    
    
    
    
    
    
    
    
    5.2Other  Issuance pursuant to restricted
stock, stock options and other benefits
plans
    
    
    3.2
    
    
    
    (1.3
    )
    
    
    
    
    
    
    5.1
    
    
    
    (0.6
    )Balance, March 28, 2008
    
    $
    1,086.5
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    476.5
    
    
    $
    (60.9
    )
    
    $
    468.8
    
    
    $
    132.6
    
    
    $
    65.1
  April 3, 2009
    
    
    December 31, 2008GCC common
    
    
    Noncontrolling
    
    
    GCC common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestForeign currency translation adjustment
    
    $
    (30.6
    )
    
    $
    (7.6
    )
    
    $
    (18.8
    )
    
    $
    (7.9
    )Pension adjustments, net of tax
    
    
    (51.7
    )
    
    
    
    
    
    
    (51.7
    )
    
    
    Change in fair value of derivatives, net of tax
    
    
    (45.9
    )
    
    
    (0.7
    )
    
    
    (70.2
    )
    
    
    (3.3
    )Unrealized investment gains
    
    
    7.2
    
    
    
    
    
    
    
    1.4
    
    
    
    Adoption of SFAS 158, net of tax
    
    
    (7.0
    )
    
    
    
    
    
    
    (7.0
    )
    
    
    Other
    
    
    0.3
    
    
    
    
    
    
    
    0.3
    
    
    
    Accumulated other comprehensive income (loss)
    
    $
    (127.7
    )
    
    $
    (8.3
    )
    
    $
    (146.0
    )
    
    $
    (11.2
    )
  Three fiscal months endedApril 3, 2009
    
    
    March 28, 2008GCC common
    
    
    Noncontrolling
    
    
    GCC common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestNet income (1)
    
    $
    48.4
    
    
    $
    1.4
    
    
    $
    59.1
    
    
    $
    3.6Currency translation gain (loss)
    
    
    (11.8
    )
    
    
    0.3
    
    
    
    45.0
    
    
    
    (1.1
    )Change in fair value of derivatives, net of tax
    
    
    24.3
    
    
    
    2.6
    
    
    
    38.5
    
    
    
    3.8Unrealized investment gain
    
    
    5.8
    
    
    
    
    
    
    
    (2.1
    )
    
    
    Comprehensive income
    
    $
    66.7
    
    
    $
    4.3
    
    
    $
    140.5
    
    
    $
    6.3
 (1)
    
    Net income before preferred stock dividend payments   20




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 12. Share-Based Compensation
  Three Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Non-qualified stock option expense
    
    $
    1.2
    
    
    $
    1.0Non-vested stock awards expense
    
    
    1.4
    
    
    
    1.5Total pre-tax share-based compensation expense
    
    $
    2.6
    
    
    $
    2.5Excess tax benefit on share-based compensation (1)
    
    $
    (0.2
    )
    
    $
    5.2
 (1)
    
    Cash inflows recognized as financing activities in the condensed consolidated statement of cash flows   13. Shipping and Handling Costs
   21




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 14. Earnings Per Common Share
 Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
 Three Fiscal Months EndedApril 3, 2009
    
    
    March 28,2008Earnings per common share  basic:Net income for basic EPS computation (1)
    
    $
    48.3
    
    
    $
    59.0Weighted average shares outstanding for basic EPS computation (2)
    
    
    51.9
    
    
    
    52.5Earnings per common share  basic (3)
    
    $
    0.93
    
    
    $
    1.12Earnings per common share  assuming dilutionNet income
    
    $
    48.3
    
    
    $
    59.0Add: preferred stock dividends
    
    
    0.1
    
    
    
    0.1Net income for diluted EPS computation(1)
    
    $
    48.4
    
    
    $
    59.1Weighted average shares outstanding including nonvested shares
    
    
    51.9
    
    
    
    52.5Dilutive effect of convertible bonds
    
    
    
    
    
    
    1.1Dilutive effect of stock options and restricted stock units
    
    
    0.3
    
    
    
    0.4Dilutive effect of assumed conversion of preferred stock
    
    
    0.4
    
    
    
    0.5Weighted average shares outstanding for diluted EPS computation(2)
    
    
    52.6
    
    
    
    54.5Earnings per common share  assuming dilution
    
    $
    0.92
    
    
    $
    1.08
 (1)
    
    Numerator(2)
    
    Denominator  as a result of adopting FSP EITF 03-6-1, the denominator includes outstanding
unvested share-based payment awards (restricted stock) as of April 3, 2009 and March 28, 2008
of 0.5 million and 1.1 million, respectively(3)
    
    Under the two-class method, Earnings per share  basic reflects undistributed earnings per
share for both common stock and unvested share-based payment awards (restricted stock).    Share Price
    
    Shares Underlying 0.875% Convertible Notes
    
    
    Warrant Shares
    
    
    Total Treasury Method Incremental Shares(1)
    
    
    Shares Due to the Company under Note Hedges
    
    
    Incremental Shares Issued
by the Company upon 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.  22




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
   Shares Underlying 1.00%
    
    
    Total Treasury MethodShare Price
    
    Senior Convertible Notes
    
    
    Incremental 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
    Three fiscal Months EndedApril 3,
    
    
    March 28,(in millions)
    
    2009
    
    
    2008Net sales:North America
    
    $
    369.2
    
    
    $
    540.7Europe and North Africa
    
    
    370.5
    
    
    
    553.3ROW
    
    
    301.6
    
    
    
    474.4Total
    
    $
    1,041.3
    
    
    $
    1,568.4Operating Income:North America
    
    $
    26.9
    
    
    $
    31.2Europe and North Africa
    
    
    33.2
    
    
    
    49.1ROW
    
    
    32.4
    
    
    
    35.0Total
    
    $
    92.5
    
    
    $
    115.3
  23




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 April 3,
    
    
    December 31,(in millions)
    
    2009
    
    
    2008Identifiable Assets:North America
    
    $
    813.9
    
    
    $
    760.1Europe and North Africa
    
    
    1,322.5
    
    
    
    1,493.3ROW
    
    
    1,429.0
    
    
    
    1,418.2Corporate
    
    
    124.2
    
    
    
    164.8Total
    
    $
    3,689.6
    
    
    $
    3,836.4
 16. Commitments and Contingencies
        24




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
      17. Unconsolidated Affiliated Companies
  18. Fair Value Disclosure
    25




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
   April 3, 2009Fair Value MeasurementLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    10.2
    
    
    $
    
    
    
    $
    10.2Trading securities(1)
    
    
    10.7
    
    
    
    
    
    
    
    
    
    
    
    10.7Total Assets
    
    $
    10.7
    
    
    $
    10.2
    
    
    $
    
    
    
    $
    20.9LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    50.8
    
    
    $
    
    
    
    $
    50.8Total liabilities
    
    $
    
    
    
    $
    50.8
    
    
    $
    
    
    
    $
    50.8
 (1)
    
    Trading 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 for
additional information.     26




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 19. Supplemental Guarantor and Parent Company Condensed Financial Information
  Condensed Statements of Operations
Three Fiscal Months Ended April 3, 2009
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    362.6
    
    
    $
    678.7
    
    
    $
    
    
    
    $
    1,041.3Intercompany
    
    
    14.0
    
    
    
    0.6
    
    
    
    10.1
    
    
    
    (24.7
    )
    
    
    14.0
    
    
    
    363.2
    
    
    
    688.8
    
    
    
    (24.7
    )
    
    
    1,041.3Cost of sales
    
    
    
    
    
    
    294.8
    
    
    
    569.1
    
    
    
    (10.1
    )
    
    
    853.8Gross profit
    
    
    14.0
    
    
    
    68.4
    
    
    
    119.7
    
    
    
    (14.6
    )
    
    
    187.5Selling, general and administrative
expenses
    
    
    11.2
    
    
    
    43.6
    
    
    
    54.8
    
    
    
    (14.6
    )
    
    
    95.0Operating income
    
    
    2.8
    
    
    
    24.8
    
    
    
    64.9
    
    
    
    
    
    
    
    92.5Other income (expense)
    
    
    
    
    
    
    (0.8
    )
    
    
    4.3
    
    
    
    
    
    
    
    3.5Interest income (expense):Interest expense
    
    
    (17.5
    )
    
    
    (17.4
    )
    
    
    (10.3
    )
    
    
    22.7
    
    
    
    (22.5
    )Interest income
    
    
    17.0
    
    
    
    5.8
    
    
    
    1.1
    
    
    
    (22.7
    )
    
    
    1.2(0.5
    )
    
    
    (11.6
    )
    
    
    (9.2
    )
    
    
    
    
    
    
    (21.3
    )Income before income taxes
    
    
    2.3
    
    
    
    12.4
    
    
    
    60.0
    
    
    
    
    
    
    
    74.7Income tax provision
    
    
    (0.9
    )
    
    
    (5.9
    )
    
    
    (18.2
    )
    
    
    
    
    
    
    (25.0
    )Equity in net income of subsidiaries
    
    
    47.0
    
    
    
    40.5
    
    
    
    0.1
    
    
    
    (87.5
    )
    
    
    0.1Net income
including noncontrolling interest
    
    
    48.4
    
    
    
    47.0
    
    
    
    41.9
    
    
    
    (87.5
    )
    
    
    49.8Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    1.4Net income attributable to
GCC common shareholders
    
    $
    48.3
    
    
    $
    47.0
    
    
    $
    40.5
    
    
    $
    (87.5
    )
    
    $
    48.3
  27




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Statements of Operations
Three Fiscal Months Ended March 28, 2008
 Non-Guarantor
    
    
    GuarantorParent
    
    
    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
    
    
    (17.3
    )
    
    
    (20.1
    )
    
    
    (5.4
    )
    
    
    19.1
    
    
    
    (23.7
    )Interest income
    
    
    18.4
    
    
    
    0.8
    
    
    
    2.7
    
    
    
    (19.1
    )
    
    
    2.81.1
    
    
    
    (19.3
    )
    
    
    (2.7
    )
    
    
    
    
    
    
    (20.9
    )Income before income taxes
    
    
    2.8
    
    
    
    10.3
    
    
    
    82.7
    
    
    
    
    
    
    
    95.8Income tax provision
    
    
    (2.4
    )
    
    
    (7.5
    )
    
    
    (24.3
    )
    
    
    
    
    
    
    (34.2
    )Equity in net income of subsidiaries
    
    
    58.7
    
    
    
    55.9
    
    
    
    1.1
    
    
    
    (114.6
    )
    
    
    1.1Net income
including noncontrolling interest
    
    
    59.1
    
    
    
    58.7
    
    
    
    59.5
    
    
    
    (114.6
    )
    
    
    62.7Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    3.6
    
    
    
    
    
    
    
    3.6Net income attributable to
GCC common shareholders
    
    $
    59.0
    
    
    $
    58.7
    
    
    $
    55.9
    
    
    $
    (114.6
    )
    
    $
    59.0
  28




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Balance Sheets
April 3, 2009
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    0.1
    
    
    $
    5.0
    
    
    $
    200.2
    
    
    $
    
    
    
    $
    205.3Receivables, net of allowances
    
    
    
    
    
    
    209.9
    
    
    
    710.3
    
    
    
    
    
    
    
    920.2Inventories
    
    
    
    
    
    
    313.4
    
    
    
    676.0
    
    
    
    
    
    
    
    989.4Deferred income taxes
    
    
    7.0
    
    
    
    79.0
    
    
    
    41.0
    
    
    
    
    
    
    
    127.0Prepaid expenses and other
    
    
    3.3
    
    
    
    29.6
    
    
    
    46.1
    
    
    
    
    
    
    
    79.0Total current assets
    
    
    10.4
    
    
    
    636.9
    
    
    
    1,673.6
    
    
    
    
    
    
    
    2,320.9Property, plant and equipment, net
    
    
    0.4
    
    
    
    203.0
    
    
    
    694.2
    
    
    
    
    
    
    
    897.6Deferred income taxes
    
    
    26.4
    
    
    
    (1.5
    )
    
    
    24.1
    
    
    
    
    
    
    
    49.0Intercompany accounts
    
    
    1,014.0
    
    
    
    414.2
    
    
    
    13.6
    
    
    
    (1,441.8
    )
    
    
    Investment in subsidiaries
    
    
    838.6
    
    
    
    1,035.0
    
    
    
    
    
    
    
    (1,873.6
    )
    
    
    Goodwill
    
    
    
    
    
    
    0.9
    
    
    
    169.1
    
    
    
    
    
    
    
    170.0Intangible assets, net
    
    
    
    
    
    
    0.6
    
    
    
    198.3
    
    
    
    
    
    
    
    198.9Unconsolidated affiliated companies
    
    
    
    
    
    
    1.9
    
    
    
    5.4
    
    
    
    
    
    
    
    7.3Other non-current assets
    
    
    11.9
    
    
    
    20.7
    
    
    
    13.3
    
    
    
    
    
    
    
    45.9Total assets
    
    $
    1,901.7
    
    
    $
    2,311.7
    
    
    $
    2,791.6
    
    
    $
    (3,315.4
    )
    
    $
    3,689.6Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    125.2
    
    
    $
    535.8
    
    
    $
    
    
    
    $
    661.0Accrued liabilities
    
    
    (22.5
    )
    
    
    93.1
    
    
    
    230.4
    
    
    
    
    
    
    
    301.0Current portion of long-term debt
    
    
    
    
    
    
    0.1
    
    
    
    187.5
    
    
    
    
    
    
    
    187.6Total current liabilities
    
    
    (22.5
    )
    
    
    218.4
    
    
    
    953.7
    
    
    
    
    
    
    
    1,149.6Long-term debt
    
    
    972.1
    
    
    
    51.2
    
    
    
    44.7
    
    
    
    
    
    
    
    1,068.0Deferred income taxes
    
    
    
    
    
    
    33.5
    
    
    
    111.1
    
    
    
    
    
    
    
    144.6Intercompany accounts
    
    
    
    
    
    
    1,027.6
    
    
    
    414.2
    
    
    
    (1,441.8
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    142.4
    
    
    
    105.7
    
    
    
    
    
    
    
    260.4Total liabilities
    
    
    961.9
    
    
    
    1,473.1
    
    
    
    1,629.4
    
    
    
    (1,441.8
    )
    
    
    2,622.6Total GCC shareholders equity
    
    
    939.8
    
    
    
    838.6
    
    
    
    1,035.0
    
    
    
    (1,873.6
    )
    
    
    939.8Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    127.2
    
    
    
    
    
    
    
    127.2Total liabilities and equity
    
    $
    1,901.7
    
    
    $
    2,311.7
    
    
    $
    2,791.6
    
    
    $
    (3,315.4
    )
    
    $
    3,689.6
  29




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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, 2008
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    2.3
    
    
    $
    28.1
    
    
    $
    252.2
    
    
    $
    
    
    
    $
    282.6Receivables, net of allowances
    
    
    
    
    
    
    211.9
    
    
    
    820.1
    
    
    
    
    
    
    
    1,032.0Inventories
    
    
    
    
    
    
    269.0
    
    
    
    684.2
    
    
    
    
    
    
    
    953.2Deferred income taxes
    
    
    7.0
    
    
    
    90.8
    
    
    
    34.5
    
    
    
    
    
    
    
    132.3Prepaid expenses and other
    
    
    (1.4
    )
    
    
    21.4
    
    
    
    51.5
    
    
    
    
    
    
    
    71.5Total current assets
    
    
    7.9
    
    
    
    621.2
    
    
    
    1,842.5
    
    
    
    
    
    
    
    2,471.6Property, plant and equipment, net
    
    
    0.6
    
    
    
    203.4
    
    
    
    676.9
    
    
    
    
    
    
    
    880.9Deferred income taxes
    
    
    26.4
    
    
    
    (1.5
    )
    
    
    31.1
    
    
    
    
    
    
    
    56.0Intercompany accounts
    
    
    1,037.3
    
    
    
    413.1
    
    
    
    21.3
    
    
    
    (1,471.7
    )
    
    
    Investment in subsidiaries
    
    
    774.0
    
    
    
    982.2
    
    
    
    
    
    
    
    (1,756.2
    )
    
    
    Goodwill
    
    
    
    
    
    
    0.9
    
    
    
    171.0
    
    
    
    
    
    
    
    171.9Intangible assets, net
    
    
    
    
    
    
    0.7
    
    
    
    201.1
    
    
    
    
    
    
    
    201.8Unconsolidated affiliated companies
    
    
    
    
    
    
    1.9
    
    
    
    5.6
    
    
    
    
    
    
    
    7.5Other non-current assets
    
    
    17.3
    
    
    
    20.0
    
    
    
    9.4
    
    
    
    
    
    
    
    46.7Total assets
    
    $
    1,863.5
    
    
    $
    2,241.9
    
    
    $
    2,958.9
    
    
    $
    (3,227.9
    )
    
    $
    3,836.4Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    119.9
    
    
    $
    637.3
    
    
    $
    
    
    
    $
    757.2Accrued liabilities
    
    
    (19.4
    )
    
    
    125.3
    
    
    
    317.4
    
    
    
    
    
    
    
    423.3Current portion of long-term debt
    
    
    
    
    
    
    1.0
    
    
    
    229.5
    
    
    
    
    
    
    
    230.5Total current liabilities
    
    
    (19.4
    )
    
    
    246.2
    
    
    
    1,184.2
    
    
    
    
    
    
    
    1,411.0Long-term debt
    
    
    962.4
    
    
    
    10.2
    
    
    
    50.9
    
    
    
    
    
    
    
    1,023.5Deferred income taxes
    
    
    37.2
    
    
    
    (3.7
    )
    
    
    100.1
    
    
    
    
    
    
    
    133.6Intercompany accounts
    
    
    
    
    
    
    1,058.6
    
    
    
    413.1
    
    
    
    (1,471.7
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    160.8
    
    
    
    103.1
    
    
    
    
    
    
    
    276.2Total liabilities
    
    
    992.5
    
    
    
    1,472.1
    
    
    
    1,851.4
    
    
    
    (1,471.7
    )
    
    
    2,844.3Total GCC shareholders equity
    
    
    871.0
    
    
    
    769.8
    
    
    
    986.4
    
    
    
    (1,756.2
    )
    
    
    871.0Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    121.1
    
    
    
    
    
    
    
    121.1Total liabilities and equity
    
    $
    1,863.5
    
    
    $
    2,241.9
    
    
    $
    2,958.9
    
    
    $
    (3,227.9
    )
    
    $
    3,836.4
  30




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)  (Continued)
 Condensed Statements of Cash Flows
Three Fiscal Months Ended April 3, 2009
 Non-Guarantor
    
    
    GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    17.6
    
    
    
    (59.8
    )
    
    $
    26.3
    
    
    $
    
    
    
    $
    (15.9
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (9.4
    )
    
    
    (37.4
    )
    
    
    
    
    
    
    (46.8
    )Proceeds from properties sold
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Intercompany accounts
    
    
    (19.6
    )
    
    
    
    
    
    
    
    
    
    
    19.6
    
    
    
    Other, net
    
    
    
    
    
    
    (1.6
    )
    
    
    
    
    
    
    
    
    
    
    (1.6
    )Net cash flows of investing activities
    
    
    (19.6
    )
    
    
    (11.0
    )
    
    
    (37.2
    )
    
    
    19.6
    
    
    
    (48.2
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Excess tax benefits from stock-based
compensation
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Intercompany accounts
    
    
    
    
    
    
    8.0
    
    
    
    11.6
    
    
    
    (19.6
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    53.8
    
    
    
    
    
    
    
    
    
    
    
    53.8Repayments of revolving credit borrowings
    
    
    
    
    
    
    (11.8
    )
    
    
    
    
    
    
    
    
    
    
    (11.8
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    (2.2
    )
    
    
    (45.3
    )
    
    
    
    
    
    
    (47.5
    )Proceeds from exercise of stock options
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Net cash flows of financing activities
    
    
    (0.2
    )
    
    
    47.8
    
    
    
    (33.7
    )
    
    
    (19.6
    )
    
    
    (5.7
    )Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    (0.1
    )
    
    
    (7.4
    )
    
    
    
    
    
    
    (7.5
    )Increase (decrease) in cash and cash equivalents
    
    
    (2.2
    )
    
    
    (23.1
    )
    
    
    (52.0
    )
    
    
    
    
    
    
    (77.3
    )Cash and cash equivalents  beginning of period
    
    
    2.3
    
    
    
    28.1
    
    
    
    252.2
    
    
    
    
    
    
    
    282.6Cash and cash equivalents  end of period
    
    $
    0.1
    
    
    $
    5.0
    
    
    $
    200.2
    
    
    $
    
    
    
    $
    205.3
  31




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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 28, 2008
 Non-Guarantor
    
    
    GuarantorParent
    
    
    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
  32




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##### Table of Contents



Notes to Parent Company Condensed Financial Information
 Basis of Presentation
  Parent Company Long-Term Debt
   April 3,
    
    
    December 31,2009
    
    
    20081.00% Senior Convertible Notes due 2012
    
    $
    381.5
    
    
    $
    375.70.875% Convertible Notes due 2013
    
    
    265.7
    
    
    
    261.77.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Total Parent Company debt
    
    
    972.2
    
    
    
    962.4Less current maturities
    
    
    
    
    
    
    Parent Company Long-term debt
    
    $
    972.2
    
    
    $
    962.4
   March 31,
    
    
    March 31
    
    
    March 31,
    
    
    March 31,
    
    
    March 31,(in millions)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014Debt maturities
    
    $
    
    
    
    $
    
    
    
    $
    381.5
    
    
    $
    265.7
    
    
    $
    
 Commitments and Contingencies
  Dividends
   33




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
   Overview
    Three Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    369.2
    
    
    
    35
    %
    
    $
    540.7
    
    
    
    35
    %Europe and North Africa
    
    
    370.5
    
    
    
    36
    %
    
    
    553.3
    
    
    
    35
    %ROW
    
    
    301.6
    
    
    
    29
    %
    
    
    474.4
    
    
    
    30
    %Total net sales
    
    $
    1,041.3
    
    
    
    100
    %
    
    $
    1,568.4
    
    
    
    100
    %Operating income:North America
    
    $
    26.9
    
    
    
    29
    %
    
    $
    31.2
    
    
    
    27
    %Europe and North Africa
    
    
    33.2
    
    
    
    36
    %
    
    
    49.1
    
    
    
    43
    %ROW
    
    
    32.4
    
    
    
    35
    %
    
    
    35.0
    
    
    
    30
    %Total operating income
    
    $
    92.5
    
    
    
    100
    %
    
    $
    115.3
    
    
    
    100
    %
    34




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##### Table of Contents



Current Business Environment
   
    
    Slowing global growth and in many markets recessionary conditions;
 
    
    Weakness in demand for low-voltage electric utility products in North America and
construction products in Europe, particularly as a result of the accelerated deterioration
in the Spanish construction markets;
 
    
    Slowing demand and lower pricing across a broad spectrum of product lines as a result
of weak economic conditions, a heightened competitive environment and lower levels of
capacity utilization in the industry relative to recent history;
 
    
    Continued decline in demand for copper based telecommunication products;
 
    
    Continued political uncertainty and currency volatility in certain developing markets;
 
    
    Worldwide underlying long term growth trends in electric utility and infrastructure
markets;
 
    
    Demand for natural resources, such as oil and gas, and alternative energy initiatives;
and
 
    
    Increasing demand for further deployment of submarine power and fiber optic
communication systems.
    35




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##### Table of Contents



Acquisitions and Divestitures
     Critical Accounting Policies and Estimates
  New Accounting Standards
   36




---



##### Table of Contents



Results of Operations
  Three Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    1,041.3
    
    
    
    100.0
    %
    
    $
    1,568.4
    
    
    
    100.0
    %Cost of sales
    
    
    853.8
    
    
    
    82.0
    %
    
    
    1,355.7
    
    
    
    86.4
    %Gross profit
    
    
    187.5
    
    
    
    18.0
    %
    
    
    212.7
    
    
    
    13.6
    %Selling, general and administrative expenses
    
    
    95.0
    
    
    
    9.1
    %
    
    
    97.4
    
    
    
    6.2
    %Operating income
    
    
    92.5
    
    
    
    8.9
    %
    
    
    115.3
    
    
    
    7.4
    %Other income
    
    
    3.5
    
    
    
    0.3
    %
    
    
    1.4
    
    
    
    0.1
    %Interest expense, net
    
    
    (21.3
    )
    
    
    (2.0
    )%
    
    
    (20.9
    )
    
    
    (1.3
    )%Income before income taxes
    
    
    74.7
    
    
    
    7.2
    %
    
    
    95.8
    
    
    
    6.1
    %Income tax provision
    
    
    (25.0
    )
    
    
    (2.4
    )%
    
    
    (34.2
    )
    
    
    (2.2
    )%Equity in net earning of affiliated companies
    
    
    0.1
    
    
    
    
    %
    
    
    1.1
    
    
    
    0.1
    %Net income
    
    
    49.8
    
    
    
    4.8
    %
    
    
    62.7
    
    
    
    4.0
    %Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.1
    )
    
    
    
    %Less: net income attributable to noncontrolling interest
    
    
    (1.4
    )
    
    
    (0.1
    )%
    
    
    (3.6
    )
    
    
    (0.2
    )%Net income attributable to GCC common shareholders
    
    $
    48.3
    
    
    
    4.6
    %
    
    $
    59.0
    
    
    
    3.8
    %
 Three Fiscal Months Ended April 3, 2009 Compared with Three Fiscal Months Ended March 28, 2008
 Net Sales
  Net SalesThree Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    369.2
    
    
    
    35
    %
    
    $
    540.7
    
    
    
    35
    %Europe and North Africa
    
    
    370.5
    
    
    
    36
    %
    
    
    553.3
    
    
    
    35
    %ROW
    
    
    301.6
    
    
    
    29
    %
    
    
    474.4
    
    
    
    30
    %Total net sales
    
    $
    1,041.3
    
    
    
    100
    %
    
    $
    1,568.4
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    369.2
    
    
    
    35
    %
    
    $
    540.7
    
    
    
    35
    %Europe and North Africa
    
    
    370.5
    
    
    
    36
    %
    
    
    553.3
    
    
    
    35
    %ROW
    
    
    301.6
    
    
    
    29
    %
    
    
    474.4
    
    
    
    30
    %Total metal-adjusted net sales
    
    $
    1,041.3
    
    
    
    100
    %
    
    $
    1,568.4
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (412.0
    )Total net sales
    
    $
    1,041.3
    
    
    
    
    
    
    $
    1,156.4
  37




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##### Table of Contents



Metal Pounds SoldThree Fiscal Months EndedApril 3, 2009
    
    
    March 28, 2008Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    82.3
    
    
    
    33
    %
    
    
    92.3
    
    
    
    33
    %Europe and North Africa
    
    
    79.9
    
    
    
    32
    %
    
    
    86.9
    
    
    
    31
    %ROW
    
    
    87.9
    
    
    
    35
    %
    
    
    98.1
    
    
    
    36
    %Total metal pounds sold
    
    
    250.1
    
    
    
    100
    %
    
    
    277.3
    
    
    
    100
    %
      38




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##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeThree Fiscal Months Ended,April 3, 2009
    
    
    March 28, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    26.9
    
    
    
    29
    %
    
    $
    31.2
    
    
    
    27
    %Europe and North Africa
    
    
    33.2
    
    
    
    36
    %
    
    
    49.1
    
    
    
    43
    %ROW
    
    
    32.4
    
    
    
    35
    %
    
    
    35.0
    
    
    
    30
    %Total operating income
    
    $
    92.5
    
    
    
    100
    %
    
    $
    115.3
    
    
    
    100
    %
      39




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##### Table of Contents



Other Income
  Interest Expense
 Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion,
 Tax Provision
  Preferred Stock Dividends
  Liquidity and Capital Resources
   Summary of Cash Flows
 Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion
  40




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##### Table of Contents



Debt and Other Contractual Obligations
       41




---



##### Table of Contents



42




---



##### Table of Contents



Payments Due by PeriodLess than
    
    
    1  3
    
    
    4  5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsContractual obligations(1):Total debt
    
    $
    1,255.6
    
    
    $
    187.6
    
    
    $
    29.3
    
    
    $
    704.7
    
    
    $
    334.0Convertible debt at maturity(2)
    
    
    182.8
    
    
    
    
    
    
    
    
    
    
    
    182.8
    
    
    
    Interest payments on 7.125% Senior Notes
    
    
    149.6
    
    
    
    14.2
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    78.4Interest payments on Senior Floating Rate Notes
    
    
    33.8
    
    
    
    4.8
    
    
    
    9.7
    
    
    
    9.7
    
    
    
    9.6Interest payments on 0.875% Convertible Notes
    
    
    15.3
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    6.0
    
    
    
    Interest payments on 1.00% Senior Convertible Notes
    
    
    17.8
    
    
    
    4.8
    
    
    
    9.5
    
    
    
    3.5
    
    
    
    Interest payments on Spanish term loans
    
    
    12.5
    
    
    
    2.5
    
    
    
    5.0
    
    
    
    5.0
    
    
    
    Operating leases(3)
    
    
    36.9
    
    
    
    13.5
    
    
    
    14.1
    
    
    
    4.7
    
    
    
    4.6Preferred stock dividend payments
    
    
    2.1
    
    
    
    0.3
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.6Defined benefit pension obligations(4)
    
    
    9.3
    
    
    
    9.3
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    9.9
    
    
    
    1.4
    
    
    
    2.7
    
    
    
    2.1
    
    
    
    3.7Interest rate swap agreements(5)
    
    
    69.6
    
    
    
    
    
    
    
    9.0
    
    
    
    60.6
    
    
    
    Commodity futures and forward pricing agreements(5)
    
    
    213.8
    
    
    
    155.5
    
    
    
    58.3
    
    
    
    
    
    
    
    Foreign currency contracts(5)
    
    
    339.2
    
    
    
    280.6
    
    
    
    58.6
    
    
    
    
    
    
    
    FIN 48 obligation, including interest and penalties(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    2,348.2
    
    
    $
    677.6
    
    
    $
    231.5
    
    
    $
    1,008.2
    
    
    $
    430.9
 (1)
    
    This table does not include interest payments on General Cables revolving credit
facilities because the future amounts are based on variable interest rates and the amount of
the borrowings under the Amended Credit Facility and Spanish Credit Facility fluctuate
depending upon the Companys working capital requirements.(2)
    
    Represents the current debt discount on the face value of the Companys 1.00%
Senior Convertible Notes and 0.875% Convertible Notes as a result of adopting FSP APB 14-1.(3)
    
    Operating lease commitments are described under Off Balance Sheet Assets and
Obligations.(4)
    
    Defined benefit pension obligations reflect the Companys estimates of
contributions that will be required in 2009 to meet current law minimum funding
requirements. Amounts beyond one year have not been provided because they are not
determinable.(5)
    
    Information on these items is provided under Item 7A, Quantitative and
Qualitative Disclosures about Market Risk.(6)
    
    FIN 48 obligations of $76.2 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.  Off Balance Sheet Assets and Obligations
   43




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##### Table of Contents



Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   April 3, 2009
    
    
    December 31, 2008Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    69.6
    
    
    $
    2.2
    
    
    $
    74.6
    
    
    $
    (0.7
    )Commodity futures
    
    
    142.3
    
    
    
    (31.2
    )
    
    
    198.1
    
    
    
    (84.7
    )Foreign currency forward exchange
    
    
    339.2
    
    
    
    (10.1
    )
    
    
    438.3
    
    
    
    0.4$
    (39.1
    )
    
    
    
    
    
    $
    (85.0
    )
   44




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##### Table of Contents



Other Forward Pricing Agreements
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 .
 .
  Managements Annual Report on Internal Control over Financial Reporting
  Changes in Internal Control over Financial Reporting
   45




---



##### Table of Contents



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
   46




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##### Table of Contents



ITEM 6. EXHIBITS
   *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.
  47




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##### Table of Contents



Signature
  General Cable CorporationSigned: May 8, 2009
    
    By:
    
    /s/ BRIAN J. ROBINSON

Brian J. Robinson 

Executive Vice President, Chief 

Financial Officer and Treasurer

(Principal Financial and Accounting Officer)
  48




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##### Table of Contents



Exhibit Index
 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.
  49