##### 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 September 26, 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 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)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 October 31, 2008Common Stock, $0.01 per value
    
    53,047,362




---



##### 



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

For the three fiscal months and nine fiscal months ended September 26, 2008 and September 28, 2007
    
    
    3Balance Sheets -

September 26, 2008 and December 31, 2007
    
    
    4Statements of Cash Flows -

For the nine fiscal months ended September 26, 2008 and September 28, 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    33Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    48Item 4. Controls and Procedures
    
    
    49PART II Other InformationItem 1. Legal Proceedings
    
    
    50Item 1A. Risk Factors
    
    
    50Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    50Item 3. Defaults Upon Senior Securities
    
    
    51Item 5. Other Information
    
    
    51Item 6. Exhibits
    
    
    51Signature
    
    
    52Exhibit Index
    
    
    53EX-12.1EX-31.1EX-31.2EX-32.1
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 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 Ended
    
    
    Nine Fiscal Months EndedSept. 26,
    
    
    Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 28,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    1,626.0
    
    
    $
    1,135.3
    
    
    $
    4,937.2
    
    
    $
    3,317.0Cost of sales
    
    
    1,416.2
    
    
    
    971.8
    
    
    
    4,287.4
    
    
    
    2,820.6Gross profit
    
    
    209.8
    
    
    
    163.5
    
    
    
    649.8
    
    
    
    496.4Selling, general and administrative expenses
    
    
    96.0
    
    
    
    71.2
    
    
    
    290.1
    
    
    
    210.0Operating income
    
    
    113.8
    
    
    
    92.3
    
    
    
    359.7
    
    
    
    286.4Other expense
    
    
    (10.9
    )
    
    
    (1.3
    )
    
    
    (11.3
    )
    
    
    (2.8
    )Interest income (expense):Interest expense
    
    
    (17.3
    )
    
    
    (10.2
    )
    
    
    (48.5
    )
    
    
    (29.7
    )Interest income
    
    
    3.8
    
    
    
    5.1
    
    
    
    10.1
    
    
    
    12.0Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.1
    )(13.5
    )
    
    
    (5.1
    )
    
    
    (38.4
    )
    
    
    (42.8
    )Income before income taxes
    
    
    89.4
    
    
    
    85.9
    
    
    
    310.0
    
    
    
    240.8Income tax provision
    
    
    (27.3
    )
    
    
    (24.7
    )
    
    
    (102.3
    )
    
    
    (78.8
    )Minority interest in consolidated subsidiaries
    
    
    (5.9
    )
    
    
    
    
    
    
    (12.7
    )
    
    
    Equity in earnings of affiliated companies
    
    
    1.5
    
    
    
    
    
    
    
    4.3
    
    
    
    Net income
    
    
    57.7
    
    
    
    61.2
    
    
    
    199.3
    
    
    
    162.0Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.3
    )Net income applicable to common shareholders
    
    $
    57.6
    
    
    $
    61.1
    
    
    $
    199.0
    
    
    $
    161.7Earnings per shareEarnings per common share-basic
    
    $
    1.11
    
    
    $
    1.19
    
    
    $
    3.86
    
    
    $
    3.16Weighted average common shares-basic
    
    
    51.7
    
    
    
    51.3
    
    
    
    51.6
    
    
    
    51.1Earnings per common share-assuming dilution
    
    $
    1.07
    
    
    $
    1.11
    
    
    $
    3.65
    
    
    $
    2.99Weighted average common shares-assuming dilution
    
    
    53.7
    
    
    
    55.0
    
    
    
    54.6
    
    
    
    54.2
  3




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
(in millions, except share data)
 (unaudited)
 Sept. 26,
    
    
    Dec. 31,2008
    
    
    2007AssetsCurrent Assets:Cash and cash equivalents
    
    $
    371.9
    
    
    $
    325.7Receivables, net of allowances of $21.4 million at September 26, 2008 and
$17.9 million at December 31, 2007
    
    
    1,327.9
    
    
    
    1,121.4Inventories
    
    
    1,067.6
    
    
    
    928.8Deferred income taxes
    
    
    129.8
    
    
    
    123.6Prepaid expenses and other
    
    
    78.7
    
    
    
    73.7Total current assets
    
    
    2,975.9
    
    
    
    2,573.2Property, plant and equipment, net
    
    
    840.3
    
    
    
    738.8Deferred income taxes
    
    
    41.3
    
    
    
    42.6Goodwill
    
    
    161.7
    
    
    
    116.1Intangible Assets, net
    
    
    225.2
    
    
    
    236.7Unconsolidated affiliated companies
    
    
    9.8
    
    
    
    29.5Other non-current assets
    
    
    50.7
    
    
    
    56.7Total assets
    
    $
    4,304.9
    
    
    $
    3,793.6Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    1,043.3
    
    
    $
    937.3Accrued liabilities
    
    
    432.9
    
    
    
    397.3Current portion of long-term debt
    
    
    293.2
    
    
    
    500.9Total current liabilities
    
    
    1,769.4
    
    
    
    1,835.5Long-term debt
    
    
    1,249.7
    
    
    
    897.9Deferred income taxes
    
    
    113.4
    
    
    
    118.5Other liabilities
    
    
    189.2
    
    
    
    190.0Total liabilities
    
    
    3,321.7
    
    
    
    3,041.9Commitments and ContingenciesMinority interest in consolidated subsidiaries
    
    
    112.8
    
    
    
    74.8Shareholders Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share):




September 26, 2008 76,233 outstanding shares

December 31, 2007  101,940 outstanding shares
    
    
    3.8
    
    
    
    5.1Common stock, $0.01 par value, issued and outstanding shares:

September 26, 2008  52,806,457 (net of 5,149,310 treasury shares)

December 31, 2007  52,430,149 (net of 5,121,841 treasury shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    286.9
    
    
    
    268.0Treasury stock
    
    
    (60.6
    )
    
    
    (60.3
    )Retained earnings
    
    
    626.8
    
    
    
    428.3Accumulated other comprehensive income
    
    
    12.9
    
    
    
    35.2Total shareholders equity
    
    
    870.4
    
    
    
    676.9Total liabilities and shareholders equity
    
    $
    4,304.9
    
    
    $
    3,793.6
  4




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
 Nine Fiscal Months EndedSept. 26,
    
    
    Sept. 28,2008
    
    
    2007Cash flows of operating activities:Net income
    
    $
    199.3
    
    
    $
    162.0Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    73.6
    
    
    
    42.9Loss on extinguishment of debt
    
    
    
    
    
    
    25.1Foreign currency exchange loss
    
    
    11.3
    
    
    
    2.8Deferred income taxes
    
    
    (3.2
    )
    
    
    (5.0
    )Excess tax benefits from stock-based compensation
    
    
    (7.0
    )
    
    
    (10.4
    )Loss on disposal of property
    
    
    4.2
    
    
    
    1.2Changes in operating assets and liabilities, net of effect of
acquisitions:Increase in receivables
    
    
    (202.8
    )
    
    
    (151.7
    )Increase in inventories
    
    
    (104.6
    )
    
    
    (23.0
    )(Increase) decrease in other assets
    
    
    21.5
    
    
    
    (8.4
    )Increase in accounts payable, accrued and other liabilities
    
    
    136.4
    
    
    
    116.3Net cash flows of operating activities
    
    
    128.7
    
    
    
    151.8Cash flows of investing activities:Capital expenditures
    
    
    (149.5
    )
    
    
    (73.9
    )Proceeds from properties sold
    
    
    5.9
    
    
    
    0.8Proceeds from acquisitions including cash acquired
    
    
    
    
    
    
    28.0Acquisitions, net of cash acquired
    
    
    (47.7
    )
    
    
    (9.9
    )Other, net
    
    
    (0.6
    )
    
    
    1.7Net cash flows of investing activities
    
    
    (191.9
    )
    
    
    (53.3
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.3
    )
    
    
    (0.3
    )Excess tax benefits from stock-based compensation
    
    
    7.0
    
    
    
    10.4Proceeds from revolving credit borrowings
    
    
    124.7
    
    
    
    Repayments of revolving credit borrowings
    
    
    (157.7
    )
    
    
    Issuance of long-term debt, net of fees and expenses
    
    
    
    
    
    
    318.3Repayments of long-term debt, including fees and expenses
    
    
    
    
    
    
    (300.6
    )Proceeds of other debt
    
    
    145.6
    
    
    
    26.7Proceeds from exercise of stock options
    
    
    2.4
    
    
    
    5.5Net cash flows of financing activities
    
    
    121.7
    
    
    
    60.0Effect of exchange rate changes on cash and cash equivalents
    
    
    (12.3
    )
    
    
    10.6Increase in cash and cash equivalents
    
    
    46.2
    
    
    
    169.1Cash and cash equivalents  beginning of period
    
    
    325.7
    
    
    
    310.5Cash and cash equivalents  end of period
    
    $
    371.9
    
    
    $
    479.6Supplemental InformationCash paid during the period for:Income tax payments, net of refunds
    
    $
    66.0
    
    
    $
    57.3Interest paid, net of capitalized interest
    
    $
    29.9
    
    
    $
    32.4Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    2.7
    
    
    $
    4.2
  5




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements (unaudited)
 1. Basis of Presentation and Principles of Consolidation
   2. New Accounting Standards
 Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement)
 Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No.
133.
 Fair Value
Measurements Business Combinations Business Combinations.
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
 6




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  3. Acquisitions and Divestitures
     October 31, 2007Cash
    
    $
    99.0Accounts receivable
    
    
    279.8Inventories
    
    
    280.7Property, plant and equipment
    
    
    190.3Intangible assets
    
    
    237.4Goodwill
    
    
    127.7Other current and noncurrent assets
    
    
    75.1Total assets
    
    $
    1,290.0Current liabilities
    
    $
    383.2Other liabilities
    
    
    119.4Total liabilities
    
    $
    502.6Minority Interest
    
    $
    64.2
 7




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   Three Fiscal Months Ended
    
    Nine Fiscal Months EndedSept 26,
    
    Sept 28,
    
    Sept 26,
    
    Sept 28,2008
    
    2007
    
    2008
    
    2007(in millions)
    
    
    
    
    
    (Pro forma)
    
    
    
    
    
    (Pro forma)Revenue
    
    $
    1,626.0
    
    
    $
    1,511.7
    
    
    $
    4,937.2
    
    
    $
    4,357.3Net income applicable to common shareholders
    
    $
    57.6
    
    
    $
    71.5
    
    
    $
    199.0
    
    
    $
    206.1Earnings per common share  assuming dilution
    
    $
    1.07
    
    
    $
    1.31
    
    
    $
    3.65
    
    
    $
    3.77
   4. Inventories
   Sept. 26,
    
    
    Dec. 31,2008
    
    
    2007Raw materials
    
    $
    236.0
    
    
    $
    145.5Work in process
    
    
    181.6
    
    
    
    154.3Finished goods
    
    
    650.0
    
    
    
    629.0Total
    
    $
    1,067.6
    
    
    $
    928.8
  8




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   5. Property, Plant and Equipment
   Sept. 26,
    
    
    Dec. 31,2008
    
    
    2007Land
    
    $
    85.7
    
    
    $
    84.4Buildings and leasehold improvements
    
    
    215.6
    
    
    
    186.7Machinery, equipment and office furnishings
    
    
    774.7
    
    
    
    670.9Construction in progress
    
    
    117.9
    
    
    
    95.0Total  gross book value
    
    
    1,193.9
    
    
    
    1,037.0Less accumulated depreciation
    
    
    (353.6
    )
    
    
    (298.2
    )Total  net book value
    
    $
    840.3
    
    
    $
    738.8
   9




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 6. Goodwill and Other Intangible Assets
   Sept 26,
    
    
    December 31,2008
    
    
    2007Goodwill
    
    $
    161.7
    
    
    $
    116.1Unamortized intangible assets:Trade names
    
    
    132.9
    
    
    
    132.9Amortizing intangible assets:Customer relationships
    
    
    106.4
    
    
    
    106.4Accumulated amortization
    
    
    (14.1
    )
    
    
    (2.6
    )Total amortizing intangible assets
    
    
    92.3
    
    
    
    103.8Total intangible assets
    
    $
    225.2
    
    
    $
    236.7
   10




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 7. Long-Term Debt
  Sept 26,
    
    
    December 31,2008
    
    
    20071.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.00.875% Senior Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.07.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes due 2015
    
    
    125.0
    
    
    
    125.0PDIC credit facilities
    
    
    139.2
    
    
    
    37.7Silec credit facilities
    
    
    65.0
    
    
    
    63.5Asset Based Loan
    
    
    27.0
    
    
    
    60.0Spanish Term Loan
    
    
    70.1
    
    
    
    31.3Capital leases
    
    
    2.9
    
    
    
    3.4Other
    
    
    83.7
    
    
    
    47.9Total debt
    
    
    1,542.9
    
    
    
    1,398.8Less current maturities
    
    
    293.2
    
    
    
    500.9Long-term debt
    
    $
    1,249.7
    
    
    $
    897.9Weighted average interest rates on the above
outstanding balances were as follows:1.00% Senior Convertible Notes due 2012
    
    
    1.00
    %
    
    
    1.00
    %0.875% Senior Convertible Notes due 2013
    
    
    0.875
    %
    
    
    0.875
    %7.125% Senior Notes due 2017
    
    
    7.125
    %
    
    
    7.125
    %Senior Floating Rate Notes due 2015
    
    
    5.2
    %
    
    
    7.6
    %PDIC credit facilities
    
    
    10.7
    %
    
    
    6.4
    %Silec credit facilities
    
    
    5.4
    %
    
    
    4.8
    %Asset Based Loan
    
    
    4.8
    %
    
    
    6.3
    %Spanish Term Loan
    
    
    5.2
    %
    
    
    5.1
    %Capital leases
    
    
    6.5
    %
    
    
    6.5
    %Other
    
    
    5.0
    %
    
    
    4.6
    %
 1.00% Senior Convertible Notes
   11




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### 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
    %
  PDIC credit facilities
  Silec credit facilities
  14




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Senior Secured Revolving Credit Facility (Amended Credit Facility)
     Spanish Term Loans and Spanish Credit Facility
  15




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   Other
     8. Derivative and Other Financial Instruments
  Cash Flow Hedges
   16




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   Fair Value of Designated Derivatives
  September 26, 2008
    
    
    December 31, 2007Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    77.7
    
    
    $
    (0.6
    )
    
    $
    9.0
    
    
    $
    (0.5
    )Commodity futures
    
    
    260.3
    
    
    
    (21.2
    )
    
    
    297.7
    
    
    
    (18.8
    )Foreign currency forward exchange
    
    
    478.4
    
    
    
    5.9
    
    
    
    380.5
    
    
    
    8.2$
    (15.9
    )
    
    
    
    
    
    $
    (11.1
    )
 Other Forward Pricing Agreements
  9. Income Taxes
    17




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  10. Employee Benefit Plans
  Defined Benefit Pension Plans
   Three Fiscal Months EndedSept. 26, 2008
    
    
    Sept. 28, 2007U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.3
    
    
    $
    0.2Interest cost
    
    
    2.0
    
    
    
    1.3
    
    
    
    2.0
    
    
    
    0.5Expected return on plan assets
    
    
    (2.7
    )
    
    
    (0.5
    )
    
    
    (2.6
    )
    
    
    (0.5
    )Amortization of prior service cost
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Amortization of net loss
    
    
    0.6
    
    
    
    0.1
    
    
    
    0.6
    
    
    
    0.1Curtailment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlement gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net pension expense (gain)
    
    $
    0.5
    
    
    $
    1.6
    
    
    $
    0.4
    
    
    $
    0.4
 Nine Fiscal Months EndedSept. 26, 2008
    
    
    Sept. 28, 2007U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1.2
    
    
    $
    1.8
    
    
    $
    1.3
    
    
    $
    0.6Interest cost
    
    
    6.0
    
    
    
    3.9
    
    
    
    6.3
    
    
    
    1.5Expected return on plan assets
    
    
    (8.1
    )
    
    
    (1.5
    )
    
    
    (7.8
    )
    
    
    (1.4
    )Amortization of prior service cost
    
    
    0.5
    
    
    
    0.1
    
    
    
    0.7
    
    
    
    0.1Amortization of net loss
    
    
    1.7
    
    
    
    0.4
    
    
    
    1.5
    
    
    
    0.4Curtailment loss
    
    
    
    
    
    
    
    
    
    
    3.2
    
    
    
    Settlement gain
    
    
    
    
    
    
    
    
    
    
    (4.3
    )
    
    
    Net pension expense
    
    $
    1.3
    
    
    $
    4.7
    
    
    $
    0.9
    
    
    $
    1.2
  18




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Postretirement Benefits Other Than Pensions
   Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedSept. 26,
    
    
    Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 28,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.4Net amortization and deferral
    
    
    
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.3
    
    
    $
    0.6
    
    
    $
    0.7
 Defined Contribution Plans
  11. Shareholders Equity
      19




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Sept 26,
    
    
    December 31,2008
    
    
    2007Foreign currency translation adjustment
    
    $
    69.0
    
    
    $
    96.1Pension adjustments, net of tax
    
    
    (22.2
    )
    
    
    (22.2
    )Change in fair value of derivatives, net of tax
    
    
    (30.9
    )
    
    
    (39.2
    )Unrealized investment gains, net of tax
    
    
    3.7
    
    
    
    7.2Adoption of SFAS 158, net of tax
    
    
    (7.0
    )
    
    
    (7.0
    )Other
    
    
    0.3
    
    
    
    0.3Total
    
    $
    12.9
    
    
    $
    35.2
  Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedSept 26,
    
    
    Sept 28,
    
    
    Sept 26,
    
    
    Sept 28,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    57.7
    
    
    $
    61.2
    
    
    $
    199.3
    
    
    $
    162.0Currency translation gain / (loss)
    
    
    (66.8
    )
    
    
    23.7
    
    
    
    (27.1
    )
    
    
    38.8Change in fair value of
derivatives, net of tax
    
    
    (27.0
    )
    
    
    (13.0
    )
    
    
    8.3
    
    
    
    (6.7
    )Unrealized investment gain /
(loss), net of tax
    
    
    (1.3
    )
    
    
    (0.3
    )
    
    
    (3.5
    )
    
    
    1.6Comprehensive net income / (loss)
    
    $
    (37.4
    )
    
    $
    71.6
    
    
    $
    177.0
    
    
    $
    195.7
 12. Share-Based Compensation
  Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedSept 26,
    
    
    Sept 28,
    
    
    Sept 26,
    
    
    Sept 28,2008
    
    
    2007
    
    
    2008
    
    
    2007Non-qualified stock option expense
    
    $
    1.3
    
    
    $
    0.3
    
    
    $
    3.6
    
    
    $
    1.4Non-vested stock awards expense
    
    
    1.3
    
    
    
    0.7
    
    
    
    4.5
    
    
    
    2.9Performance-based non-vested stock awards expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3Total pre-tax share-based compensation expense
    
    $
    2.6
    
    
    $
    1.0
    
    
    $
    8.1
    
    
    $
    4.6Excess tax benefit on share-based compensation (1)
    
    $
    0.2
    
    
    $
    1.1
    
    
    $
    7.0
    
    
    $
    10.4
 
 (1)
    
    Cash inflows recognized as financing activities in the Companys condensed consolidated statement of cash flows   13. Shipping and Handling Costs
  20




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 14. Earnings Per Common Share
  Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedSept. 26,
    
    
    Sept. 28,
    
    
    Sept. 26,
    
    
    Sept. 28,2008
    
    
    2007
    
    
    2008
    
    
    2007Earnings per common share  basic:Net income
    
    $
    57.7
    
    
    $
    61.2
    
    
    $
    199.3
    
    
    $
    162.0Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    (0.3
    )Net income for basic EPS computation (1)
    
    $
    57.6
    
    
    $
    61.1
    
    
    $
    199.0
    
    
    $
    161.7Weighted average shares outstanding for basic EPS
computation (2)
    
    
    51.7
    
    
    
    51.3
    
    
    
    51.6
    
    
    
    51.1Earnings per common share  basic
    
    $
    1.11
    
    
    $
    1.19
    
    
    $
    3.86
    
    
    $
    3.16Earnings per common share  assuming dilution:Net income
    
    $
    57.7
    
    
    $
    61.2
    
    
    $
    199.3
    
    
    $
    162.0Less: preferred stock dividends, if applicable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income for diluted EPS computation(1)
    
    $
    57.7
    
    
    $
    61.2
    
    
    $
    199.3
    
    
    $
    162.0Weighted average shares outstanding including
nonvested shares
    
    
    52.8
    
    
    
    52.3
    
    
    
    52.8
    
    
    
    52.2Dilutive effect of stock options and restricted
stock units
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.3
    
    
    
    0.4Dilutive effect of convertible notes
    
    
    0.2
    
    
    
    1.8
    
    
    
    1.1
    
    
    
    1.1Dilutive effect of assumed conversion of preferred
stock
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.5Weighted average shares outstanding for diluted EPS
computation(2)
    
    
    53.7
    
    
    
    55.0
    
    
    
    54.6
    
    
    
    54.2Earnings per common share  assuming dilution
    
    $
    1.07
    
    
    $
    1.11
    
    
    $
    3.65
    
    
    $
    2.99
 
 (1)
    
    Numerator(2)
    
    Denominator   Earnings per Share
 21




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  Shares Underlying
    
    
    
    
    
    Total Treasury
    
    Shares Due to the
    
    Incremental Shares IssuedShare
    
    0.875% Convertible
    
    Warrant
    
    Method Incremental
    
    Company under
    
    by the Company uponPrice
    
    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
  22




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
     For the three months ended,
    
    For the nine months ended,Sept 26,
    
    Sept 28,
    
    Sept 26,
    
    Sept 28,(in millions)
    
    2008
    
    2007
    
    2008
    
    2007Net sales:North America
    
    $
    578.2
    
    
    $
    583.4
    
    
    $
    1,747.5
    
    
    $
    1,743.7Europe and North Africa
    
    
    537.0
    
    
    
    493.9
    
    
    
    1,690.6
    
    
    
    1,426.6ROW
    
    
    510.8
    
    
    
    58.0
    
    
    
    1,499.1
    
    
    
    146.7Total
    
    $
    1,626.0
    
    
    $
    1,135.3
    
    
    $
    4,937.2
    
    
    $
    3,317.0Operating Income:North America
    
    $
    33.9
    
    
    $
    51.0
    
    
    $
    97.6
    
    
    $
    154.5Europe and North Africa
    
    
    36.6
    
    
    
    36.8
    
    
    
    134.8
    
    
    
    118.4ROW
    
    
    43.3
    
    
    
    4.5
    
    
    
    127.3
    
    
    
    13.5Total
    
    $
    113.8
    
    
    $
    92.3
    
    
    $
    359.7
    
    
    $
    286.4Identifiable Assets:North America
    
    $
    888.6
    
    
    $
    863.4Europe and North Africa
    
    
    1,658.6
    
    
    
    1,363.9ROW
    
    
    1,586.9
    
    
    
    125.8Corporate
    
    
    170.8
    
    
    
    451.1Total
    
    $
    4,304.9
    
    
    $
    2,804.2
 16. Commitments and Contingencies
    23




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
    
     24




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  17. Unconsolidated Affiliated Companies
  September 26,
2008PTDL Trading Company Ltd.
    
    
    49
    %Colada Continua Chilena, S.A.
    
    
    41
    %Keystone Electric Wire & Cable Co., Ltd.
    
    
    20
    %Thai Copper Rod Ltd.
    
    
    18
    %
 18. Fair Value Disclosure
   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.
 25




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
    September 26, 2008Fair Value Measurement UsingLevel 1
    
    Level 2
    
    Level 3
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    5.9
    
    
    $
    
    
    
    $
    5.9Available-for-sale securities(1)
    
    
    13.9
    
    
    
    
    
    
    
    
    
    
    
    13.9Total Assets
    
    $
    13.9
    
    
    $
    5.9
    
    
    $
    
    
    
    $
    19.8LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    21.8
    
    
    $
    
    
    
    $
    21.8Total liabilities
    
    $
    
    
    
    $
    21.8
    
    
    $
    
    
    
    $
    21.8
 (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  19. Supplemental Guarantor Information
  26




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Operations
Three Fiscal Months Ended September 26, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    570.3
    
    
    $
    1,055.7
    
    
    $
    
    
    
    $
    1,626.0Intercompany
    
    
    15.2
    
    
    
    0.5
    
    
    
    12.1
    
    
    
    (27.8
    )
    
    
    15.2
    
    
    
    570.8
    
    
    
    1,067.8
    
    
    
    (27.8
    )
    
    
    1,626.0Cost of sales
    
    
    
    
    
    
    504.1
    
    
    
    924.2
    
    
    
    (12.1
    )
    
    
    1,416.2Gross profit
    
    
    15.2
    
    
    
    66.7
    
    
    
    143.6
    
    
    
    (15.7
    )
    
    
    209.8Selling, general and administrative
expenses
    
    
    12.3
    
    
    
    36.3
    
    
    
    63.1
    
    
    
    (15.7
    )
    
    
    96.0Operating income
    
    
    2.9
    
    
    
    30.4
    
    
    
    80.5
    
    
    
    
    
    
    
    113.8Other income (expense)
    
    
    (0.6
    )
    
    
    (1.3
    )
    
    
    (9.0
    )
    
    
    
    
    
    
    (10.9
    )Interest income (expense):Interest expense
    
    
    (8.3
    )
    
    
    (19.3
    )
    
    
    (13.3
    )
    
    
    23.6
    
    
    
    (17.3
    )Interest income
    
    
    18.0
    
    
    
    6.2
    
    
    
    3.2
    
    
    
    (23.6
    )
    
    
    3.89.7
    
    
    
    (13.1
    )
    
    
    (10.1
    )
    
    
    
    
    
    
    (13.5
    )Income before income taxes
    
    
    12.0
    
    
    
    16.0
    
    
    
    61.4
    
    
    
    
    
    
    
    89.4Income tax provision
    
    
    (4.6
    )
    
    
    (7.1
    )
    
    
    (15.6
    )
    
    
    
    
    
    
    (27.3
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    (5.9
    )
    
    
    
    
    
    
    (5.9
    )Equity in net income of subsidiaries
    
    
    50.3
    
    
    
    41.4
    
    
    
    (0.4
    )
    
    
    (89.8
    )
    
    
    1.5Net income
    
    
    57.7
    
    
    
    50.3
    
    
    
    39.5
    
    
    
    (89.8
    )
    
    
    57.7Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    57.6
    
    
    $
    50.3
    
    
    $
    39.5
    
    
    $
    (89.8
    )
    
    $
    57.6
 Condensed Statements of Operations
Nine Fiscal Months Ended September 26, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    1,718.4
    
    
    $
    3,218.8
    
    
    $
    
    
    
    $
    4,937.2Intercompany
    
    
    44.4
    
    
    
    1.8
    
    
    
    39.5
    
    
    
    (85.7
    )
    
    
    44.4
    
    
    
    1,720.2
    
    
    
    3,258.3
    
    
    
    (85.7
    )
    
    
    4,937.2Cost of sales
    
    
    
    
    
    
    1,518.7
    
    
    
    2,808.2
    
    
    
    (39.5
    )
    
    
    4,287.4Gross profit
    
    
    44.4
    
    
    
    201.5
    
    
    
    450.1
    
    
    
    (46.2
    )
    
    
    649.8Selling, general and administrative
expenses
    
    
    36.3
    
    
    
    110.3
    
    
    
    189.7
    
    
    
    (46.2
    )
    
    
    290.1Operating income
    
    
    8.1
    
    
    
    91.2
    
    
    
    260.4
    
    
    
    
    
    
    
    359.7Other income (expense)
    
    
    (1.3
    )
    
    
    (0.7
    )
    
    
    (9.3
    )
    
    
    
    
    
    
    (11.3
    )Interest income (expense):Interest expense
    
    
    (25.2
    )
    
    
    (58.0
    )
    
    
    (36.3
    )
    
    
    71.0
    
    
    
    (48.5
    )Interest income
    
    
    53.3
    
    
    
    18.4
    
    
    
    9.4
    
    
    
    (71.0
    )
    
    
    10.128.1
    
    
    
    (39.6
    )
    
    
    (26.9
    )
    
    
    
    
    
    
    (38.4
    )Income before income taxes
    
    
    34.9
    
    
    
    50.9
    
    
    
    224.2
    
    
    
    
    
    
    
    310.0Income tax provision
    
    
    (13.1
    )
    
    
    (26.8
    )
    
    
    (62.4
    )
    
    
    
    
    
    
    (102.3
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    (12.7
    )
    
    
    
    
    
    
    (12.7
    )Equity in net income of subsidiaries
    
    
    177.5
    
    
    
    153.4
    
    
    
    2.4
    
    
    
    (329.0
    )
    
    
    4.3Net income
    
    
    199.3
    
    
    
    177.5
    
    
    
    151.5
    
    
    
    (329.0
    )
    
    
    199.3Less: preferred stock dividends
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Net income applicable to common
shareholders
    
    $
    199.0
    
    
    $
    177.5
    
    
    $
    151.5
    
    
    $
    (329.0
    )
    
    $
    199.0
 27




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Operations
Three Fiscal Months Ended September 28, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    479.8
    
    
    $
    655.5
    
    
    $
    
    
    
    $
    1,135.3Intercompany
    
    
    13.2
    
    
    
    
    
    
    
    
    
    
    
    (13.2
    )
    
    
    13.2
    
    
    
    479.8
    
    
    
    655.5
    
    
    
    (13.2
    )
    
    
    1,135.3Cost of sales
    
    
    
    
    
    
    403.0
    
    
    
    568.8
    
    
    
    
    
    
    
    971.8Gross profit
    
    
    13.2
    
    
    
    76.8
    
    
    
    86.7
    
    
    
    (13.2
    )
    
    
    163.5Selling, general and administrative
expenses
    
    
    10.8
    
    
    
    36.0
    
    
    
    37.6
    
    
    
    (13.2
    )
    
    
    71.2Operating income
    
    
    2.4
    
    
    
    40.8
    
    
    
    49.1
    
    
    
    
    
    
    
    92.3Other income (expense)
    
    
    
    
    
    
    0.1
    
    
    
    (1.4
    )
    
    
    
    
    
    
    (1.3
    )Interest income (expense):Interest expense
    
    
    (7.2
    )
    
    
    (14.6
    )
    
    
    (3.4
    )
    
    
    15.0
    
    
    
    (10.2
    )Interest income
    
    
    17.3
    
    
    
    0.3
    
    
    
    2.5
    
    
    
    (15.0
    )
    
    
    5.110.1
    
    
    
    (14.3
    )
    
    
    (0.9
    )
    
    
    
    
    
    
    (5.1
    )Income before income taxes
    
    
    12.5
    
    
    
    26.6
    
    
    
    46.8
    
    
    
    
    
    
    
    85.9Income tax provision
    
    
    (4.5
    )
    
    
    (7.7
    )
    
    
    (12.5
    )
    
    
    
    
    
    
    (24.7
    )Equity in net income of subsidiaries
    
    
    53.2
    
    
    
    34.3
    
    
    
    
    
    
    
    (87.5
    )
    
    
    Net income
    
    
    61.2
    
    
    
    53.2
    
    
    
    34.3
    
    
    
    (87.5
    )
    
    
    61.2Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    61.1
    
    
    $
    53.2
    
    
    $
    34.3
    
    
    $
    (87.5
    )
    
    $
    61.1
 Condensed Statements of Operations
Nine Fiscal Months Ended September 28, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    1,424.6
    
    
    $
    1,892.4
    
    
    $
    
    
    
    $
    3,317.0Intercompany
    
    
    35.8
    
    
    
    
    
    
    
    
    
    
    
    (35.8
    )
    
    
    35.8
    
    
    
    1,424.6
    
    
    
    1,892.4
    
    
    
    (35.8
    )
    
    
    3,317.0Cost of sales
    
    
    
    
    
    
    1,192.5
    
    
    
    1,628.1
    
    
    
    
    
    
    
    2,820.6Gross profit
    
    
    35.8
    
    
    
    232.1
    
    
    
    264.3
    
    
    
    (35.8
    )
    
    
    496.4Selling, general and administrative expenses
    
    
    33.9
    
    
    
    99.5
    
    
    
    112.4
    
    
    
    (35.8
    )
    
    
    210.0Operating income (loss)
    
    
    1.9
    
    
    
    132.6
    
    
    
    151.9
    
    
    
    
    
    
    
    286.4Other income (expense)
    
    
    
    
    
    
    0.1
    
    
    
    (2.9
    )
    
    
    
    
    
    
    (2.8
    )Interest income (expense):Interest expense
    
    
    (22.8
    )
    
    
    (48.3
    )
    
    
    (9.3
    )
    
    
    50.7
    
    
    
    (29.7
    )Interest income
    
    
    56.0
    
    
    
    0.9
    
    
    
    5.8
    
    
    
    (50.7
    )
    
    
    12.0Loss on extinguishment of debt
    
    
    (25.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.1
    )8.1
    
    
    
    (47.4
    )
    
    
    (3.5
    )
    
    
    
    
    
    
    (42.8
    )Income (loss) before income taxes
    
    
    10.0
    
    
    
    85.3
    
    
    
    145.5
    
    
    
    
    
    
    
    240.8Income tax (provision) benefit
    
    
    (3.6
    )
    
    
    (29.1
    )
    
    
    (46.1
    )
    
    
    
    
    
    
    (78.8
    )Equity in net income of subsidiaries
    
    
    155.6
    
    
    
    99.4
    
    
    
    
    
    
    
    (255.0
    )
    
    
    Net income
    
    
    162.0
    
    
    
    155.6
    
    
    
    99.4
    
    
    
    (255.0
    )
    
    
    162.0Less: preferred stock dividends
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Net income applicable to common
shareholders
    
    $
    161.7
    
    
    $
    155.6
    
    
    $
    99.4
    
    
    $
    (255.0
    )
    
    $
    161.7
 28




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Balance Sheets
September 26, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    0.1
    
    
    $
    4.8
    
    
    $
    367.0
    
    
    $
    
    
    
    $
    371.9Receivables, net of allowances
    
    
    
    
    
    
    341.4
    
    
    
    986.5
    
    
    
    
    
    
    
    1,327.9Inventories
    
    
    
    
    
    
    238.4
    
    
    
    829.2
    
    
    
    
    
    
    
    1,067.6Deferred income taxes
    
    
    4.5
    
    
    
    92.3
    
    
    
    33.0
    
    
    
    
    
    
    
    129.8Prepaid expenses and other
    
    
    4.6
    
    
    
    27.0
    
    
    
    47.1
    
    
    
    
    
    
    
    78.7Total current assets
    
    
    9.2
    
    
    
    703.9
    
    
    
    2,262.8
    
    
    
    
    
    
    
    2,975.9Property, plant and equipment, net
    
    
    0.5
    
    
    
    197.4
    
    
    
    642.4
    
    
    
    
    
    
    
    840.3Deferred income taxes
    
    
    
    
    
    
    23.9
    
    
    
    17.4
    
    
    
    
    
    
    
    41.3Intercompany accounts
    
    
    1,011.1
    
    
    
    420.9
    
    
    
    5.4
    
    
    
    (1,437.4
    )
    
    
    Investment in subsidiaries
    
    
    982.8
    
    
    
    1,052.3
    
    
    
    
    
    
    
    (2,035.1
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    161.7
    
    
    
    
    
    
    
    161.7Intangible assets, net
    
    
    
    
    
    
    0.6
    
    
    
    224.6
    
    
    
    
    
    
    
    225.2Unconsolidated affiliated companies
    
    
    
    
    
    
    2.2
    
    
    
    7.6
    
    
    
    
    
    
    
    9.8Other non-current assets
    
    
    18.6
    
    
    
    22.4
    
    
    
    9.7
    
    
    
    
    
    
    
    50.7Total assets
    
    $
    2,022.2
    
    
    $
    2,423.6
    
    
    $
    3,331.6
    
    
    $
    (3,472.5
    )
    
    $
    4,304.9Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    166.8
    
    
    $
    876.5
    
    
    $
    
    
    
    $
    1,043.3Accrued liabilities
    
    
    (15.5
    )
    
    
    129.0
    
    
    
    319.4
    
    
    
    
    
    
    
    432.9Current portion of long-term debt
    
    
    
    
    
    
    1.1
    
    
    
    292.1
    
    
    
    
    
    
    
    293.2Total current liabilities
    
    
    (15.5
    )
    
    
    296.9
    
    
    
    1,488.0
    
    
    
    
    
    
    
    1,769.4Long-term debt
    
    
    1,155.0
    
    
    
    37.8
    
    
    
    56.9
    
    
    
    
    
    
    
    1,249.7Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    113.4
    
    
    
    
    
    
    
    113.4Intercompany accounts
    
    
    
    
    
    
    1,011.6
    
    
    
    425.8
    
    
    
    (1,437.4
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    94.5
    
    
    
    82.4
    
    
    
    
    
    
    
    189.2Total liabilities
    
    
    1,151.8
    
    
    
    1,440.8
    
    
    
    2,166.5
    
    
    
    (1,437.4
    )
    
    
    3,321.7Minority interests in consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    112.8
    
    
    
    
    
    
    
    112.8Total shareholders equity
    
    
    870.4
    
    
    
    982.8
    
    
    
    1,052.3
    
    
    
    (2,035.1
    )
    
    
    870.4Total liabilities and shareholders equity
    
    $
    2,022.2
    
    
    $
    2,423.6
    
    
    $
    3,331.6
    
    
    $
    (3,472.5
    )
    
    $
    4,304.9
 29




---



##### Table of Contents



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




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Cash Flows
Nine Fiscal Months Ended September 26, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    24.2
    
    
    $
    41.3
    
    
    $
    63.2
    
    
    $
    
    
    
    $
    128.7Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (35.8
    )
    
    
    (113.7
    )
    
    
    
    
    
    
    (149.5
    )Proceeds from properties sold
    
    
    
    
    
    
    2.4
    
    
    
    3.5
    
    
    
    
    
    
    
    5.9Acquisitions, net of cash acquired
    
    
    
    
    
    
    (16.4
    )
    
    
    (31.3
    )
    
    
    
    
    
    
    (47.7
    )Intercompany accounts
    
    
    (41.9
    )
    
    
    
    
    
    
    
    
    
    
    41.9
    
    
    
    Other, net
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    
    
    
    
    (0.6
    )Net cash flows of investing activities
    
    
    (41.9
    )
    
    
    (50.4
    )
    
    
    (141.5
    )
    
    
    41.9
    
    
    
    (191.9
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    1.2
    
    
    
    
    
    
    
    (1.5
    )
    
    
    
    
    
    
    (0.3
    )Excess tax benefits from stock-based
compensation
    
    
    7.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.0Intercompany accounts
    
    
    
    
    
    
    34.5
    
    
    
    7.4
    
    
    
    (41.9
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    124.7
    
    
    
    
    
    
    
    
    
    
    
    124.7Repayments of revolving credit borrowings
    
    
    
    
    
    
    (157.7
    )
    
    
    
    
    
    
    
    
    
    
    (157.7
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    (0.6
    )
    
    
    146.2
    
    
    
    
    
    
    
    145.6Proceeds from exercise of stock options
    
    
    2.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.4Net cash flows of financing activities
    
    
    10.6
    
    
    
    0.9
    
    
    
    152.1
    
    
    
    (41.9
    )
    
    
    121.7Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    (0.2
    )
    
    
    (12.1
    )
    
    
    
    
    
    
    (12.3
    )Increase (decrease) in cash and cash equivalents
    
    
    (7.1
    )
    
    
    (8.4
    )
    
    
    61.7
    
    
    
    
    
    
    
    46.2Cash and cash equivalents  beginning of period
    
    
    7.2
    
    
    
    13.2
    
    
    
    305.3
    
    
    
    
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    0.1
    
    
    $
    4.8
    
    
    $
    367.0
    
    
    $
    
    
    
    $
    371.9
 31




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Cash Flows
Nine Fiscal Months Ended September 28, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    11.0
    
    
    $
    19.9
    
    
    $
    120.9
    
    
    $
    
    
    
    $
    151.8Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (18.4
    )
    
    
    (55.5
    )
    
    
    
    
    
    
    (73.9
    )Proceeds from properties sold
    
    
    
    
    
    
    0.1
    
    
    
    0.7
    
    
    
    
    
    
    
    0.8Proceeds from acquisitions including cash
acquired
    
    
    
    
    
    
    
    
    
    
    28.0
    
    
    
    
    
    
    
    28.0Acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (9.9
    )
    
    
    
    
    
    
    (9.9
    )Intercompany accounts
    
    
    9.7
    
    
    
    
    
    
    
    
    
    
    
    (9.7
    )
    
    
    Other, net
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.7Net cash flows of investing activities
    
    
    9.7
    
    
    
    (16.6
    )
    
    
    (36.7
    )
    
    
    (9.7
    )
    
    
    (53.3
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Excess tax benefits from stock-based
compensation
    
    
    10.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.4Intercompany accounts
    
    
    
    
    
    
    (0.9
    )
    
    
    (8.8
    )
    
    
    9.7
    
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Repayments of revolving credit borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of long-term debt, net of fees and
expenses
    
    
    318.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318.3Repayments of long-term debt, including fees
and expenses
    
    
    (300.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300.6
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    (0.6
    )
    
    
    27.3
    
    
    
    
    
    
    
    26.7Proceeds from exercise of stock options
    
    
    5.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.5Net cash flows of financing activities
    
    
    33.3
    
    
    
    (1.5
    )
    
    
    18.5
    
    
    
    9.7
    
    
    
    60.0Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    10.6
    
    
    
    
    
    
    
    10.6Increase (decrease) in cash and cash equivalents
    
    
    54.0
    
    
    
    1.8
    
    
    
    113.3
    
    
    
    
    
    
    
    169.1Cash and cash equivalents  beginning of period
    
    
    197.7
    
    
    
    8.8
    
    
    
    104.0
    
    
    
    
    
    
    
    310.5Cash and cash equivalents  end of period
    
    $
    251.7
    
    
    $
    10.6
    
    
    $
    217.3
    
    
    $
    
    
    
    $
    479.6
 32




---



##### 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 Ended
    
    
    Nine Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007
    
    
    Sept 26, 2008
    
    
    Sept 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    578.2
    
    
    
    35.6
    %
    
    $
    583.4
    
    
    
    51.4
    %
    
    $
    1,747.5
    
    
    
    35.4
    %
    
    $
    1,743.7
    
    
    
    52.6
    %Europe and North Africa
    
    
    537.0
    
    
    
    33.0
    %
    
    
    493.9
    
    
    
    43.5
    %
    
    
    1,690.6
    
    
    
    34.2
    %
    
    
    1,426.6
    
    
    
    43.0
    %ROW
    
    
    510.8
    
    
    
    31.4
    %
    
    
    58.0
    
    
    
    5.1
    %
    
    
    1,499.1
    
    
    
    30.4
    %
    
    
    146.7
    
    
    
    4.4
    %Total net sales
    
    $
    1,626.0
    
    
    
    100
    %
    
    $
    1,135.3
    
    
    
    100
    %
    
    $
    4,937.2
    
    
    
    100
    %
    
    $
    3,317.0
    
    
    
    100
    %Operating income:North America
    
    $
    33.9
    
    
    
    29.8
    %
    
    $
    51.0
    
    
    
    55.2
    %
    
    $
    97.6
    
    
    
    27.1
    %
    
    $
    154.5
    
    
    
    54.0
    %Europe and North Africa
    
    
    36.6
    
    
    
    32.2
    %
    
    
    36.8
    
    
    
    39.9
    %
    
    
    134.8
    
    
    
    37.5
    %
    
    
    118.4
    
    
    
    41.3
    %ROW
    
    
    43.3
    
    
    
    38.0
    %
    
    
    4.5
    
    
    
    4.9
    %
    
    
    127.3
    
    
    
    35.4
    %
    
    
    13.5
    
    
    
    4.7
    %Total operating income
    
    $
    113.8
    
    
    
    100
    %
    
    $
    92.3
    
    
    
    100
    %
    
    $
    359.7
    
    
    
    100
    %
    
    $
    286.4
    
    
    
    100
    %
  For the three months ended,
    
    For the nine months ended,Sept 26, 2008
    
    Sept 28, 2007
    
    Sept 26, 2008
    
    Sept 28, 2007Average daily selling price:Copper cathode
    
    $
    3.45
    
    
    $
    3.48
    
    
    $
    3.59
    
    
    $
    3.21Aluminum
    
    $
    1.31
    
    
    $
    1.19
    
    
    $
    1.32
    
    
    $
    1.26
 33




---



##### Table of Contents



Current Business Environment
   
    
    Slowing global growth, particularly in the Unites States and Western Europe;
    
    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 Spanish construction markets;
    
    Slowing demand and lower pricing across a broad spectrum of product lines in North
America as a result of weak economic conditions and a heightened competitive environment;
    
    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;
    
    Increasing 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.
   34




---



##### Table of Contents



Acquisitions and Divestitures
      35




---



##### Table of Contents



Critical Accounting Policies and Estimates
  New Accounting Standards   Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement)
 Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No.
133.
 Fair Value
Measurements Business Combinations Business Combinations.
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements
 36




---



##### Table of Contents



Results of Operations
  Three Fiscal Months Ended
    
    Nine Fiscal Months EndedSept. 26, 2008
    
    Sept. 28, 2007
    
    Sept. 26, 2008
    
    Sept. 28, 2007Amount
    
    %
    
    Amount
    
    %
    
    Amount
    
    %
    
    Amount
    
    %Net sales
    
    $
    1,626.0
    
    
    
    100.0
    %
    
    $
    1,135.3
    
    
    
    100.0
    %
    
    $
    4,937.2
    
    
    
    100.0
    %
    
    $
    3,317.0
    
    
    
    100.0
    %Cost of sales
    
    
    1,416.2
    
    
    
    87.1
    %
    
    
    971.8
    
    
    
    85.6
    %
    
    
    4,287.4
    
    
    
    86.8
    %
    
    
    2,820.6
    
    
    
    85.0
    %Gross profit
    
    
    209.8
    
    
    
    12.9
    %
    
    
    163.5
    
    
    
    14.4
    %
    
    
    649.8
    
    
    
    13.2
    %
    
    
    496.4
    
    
    
    15.0
    %Selling, general and
administrative expenses
    
    
    96.0
    
    
    
    5.9
    %
    
    
    71.2
    
    
    
    6.3
    %
    
    
    290.1
    
    
    
    5.9
    %
    
    
    210.0
    
    
    
    6.3
    %Operating income
    
    
    113.8
    
    
    
    7.0
    %
    
    
    92.3
    
    
    
    8.1
    %
    
    
    359.7
    
    
    
    7.3
    %
    
    
    286.4
    
    
    
    8.7
    %Other expense
    
    
    (10.9
    )
    
    
    (0.7
    )%
    
    
    (1.3
    )
    
    
    (0.1
    )%
    
    
    (11.3
    )
    
    
    (0.2
    )%
    
    
    (2.8
    )
    
    
    (0.1
    )%Interest expense, net
    
    
    (13.5
    )
    
    
    (0.8
    )%
    
    
    (5.1
    )
    
    
    (0.4
    )%
    
    
    (38.4
    )
    
    
    (0.8
    )%
    
    
    (17.7
    )
    
    
    (0.5
    )%Loss on extinguishment of
debt
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    (25.1
    )
    
    
    (0.8
    )%Income before income
taxes
    
    
    89.4
    
    
    
    5.5
    %
    
    
    85.9
    
    
    
    7.6
    %
    
    
    310.0
    
    
    
    6.3
    %
    
    
    240.8
    
    
    
    7.3
    %Income tax provision
    
    
    (27.3
    )
    
    
    (1.7
    )%
    
    
    (24.7
    )
    
    
    (2.2
    )%
    
    
    (102.3
    )
    
    
    (2.1
    )%
    
    
    (78.8
    )
    
    
    (2.4
    )%Minority interest in
consolidated subsidiaries
    
    
    (5.9
    )
    
    
    (0.4
    )%
    
    
    
    
    
    
    
    %
    
    
    (12.7
    )
    
    
    (0.3
    )%
    
    
    
    
    
    
    
    %Equity in net earnings of
affiliated companies
    
    
    1.5
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    %
    
    
    4.3
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    %Net income
    
    
    57.7
    
    
    
    3.5
    %
    
    
    61.2
    
    
    
    5.4
    %
    
    
    199.3
    
    
    
    4.0
    %
    
    
    162.0
    
    
    
    4.9
    %Less: preferred stock
dividends
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.3
    )
    
    
    
    %
    
    
    (0.3
    )
    
    
    
    %Net income applicable to
common shareholders
    
    $
    57.6
    
    
    
    3.5
    %
    
    $
    61.1
    
    
    
    5.4
    %
    
    
    199.0
    
    
    
    4.0
    %
    
    $
    161.7
    
    
    
    4.9
    %
 Three Fiscal Months Ended September 26, 2008 Compared with Three Fiscal Months Ended September 28, 2007
  Net Sales
  Net SalesThree Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    578.2
    
    
    
    35.6
    %
    
    $
    583.4
    
    
    
    51.4
    %Europe and North Africa
    
    
    537.0
    
    
    
    33.0
    %
    
    
    493.9
    
    
    
    43.5
    %ROW
    
    
    510.8
    
    
    
    31.4
    %
    
    
    58.0
    
    
    
    5.1
    %Total net sales
    
    $
    1,626.0
    
    
    
    100
    %
    
    $
    1,135.3
    
    
    
    100
    %
 37




---



##### Table of Contents



Metal-Adjusted Net SalesThree Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    578.2
    
    
    
    35.6
    %
    
    $
    590.4
    
    
    
    51.4
    %Europe and North Africa
    
    
    537.0
    
    
    
    33.0
    %
    
    
    500.2
    
    
    
    43.5
    %ROW
    
    
    510.8
    
    
    
    31.4
    %
    
    
    58.3
    
    
    
    5.1
    %Total metal-adjusted net sales
    
    $
    1,626.0
    
    
    
    100
    %
    
    $
    1,148.9
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (13.6
    )Total net sales
    
    $
    1,626.0
    
    
    
    
    
    
    $
    1,135.3
 Metal Pounds SoldThree Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    95.1
    
    
    
    33.3
    %
    
    
    102.6
    
    
    
    53.5
    %Europe and North Africa
    
    
    93.1
    
    
    
    32.6
    %
    
    
    81.0
    
    
    
    42.3
    %ROW
    
    
    97.3
    
    
    
    34.1
    %
    
    
    8.1
    
    
    
    4.2
    %Total metal pounds sold
    
    
    285.5
    
    
    
    100
    %
    
    
    191.7
    
    
    
    100
    %
     38




---



##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeThree Fiscal Months Ended,September 26, 2008
    
    
    September 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    33.9
    
    
    
    29.8
    %
    
    $
    51.0
    
    
    
    55.2
    %Europe and North Africa
    
    
    36.6
    
    
    
    32.2
    %
    
    
    36.8
    
    
    
    39.9
    %ROW
    
    
    43.3
    
    
    
    38.0
    %
    
    
    4.5
    
    
    
    4.9
    %Total operating income
    
    $
    113.8
    
    
    
    100
    %
    
    $
    92.3
    
    
    
    100
    %
     39




---



##### Table of Contents



Other Expense
  Interest Expense
  Tax Provision
  Preferred Stock Dividends
  Nine Fiscal Months Ended September 26, 2008 Compared with Nine Fiscal Months Ended September 28,
2007
  Net Sales
  40




---



##### Table of Contents



Net SalesNine Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    1,747.5
    
    
    
    35.4
    %
    
    $
    1,743.7
    
    
    
    52.6
    %Europe and North Africa
    
    
    1,690.6
    
    
    
    34.2
    %
    
    
    1,426.6
    
    
    
    43.0
    %ROW
    
    
    1,499.1
    
    
    
    30.4
    %
    
    
    146.7
    
    
    
    4.4
    %Total net sales
    
    $
    4,937.2
    
    
    
    100
    %
    
    $
    3,317.0
    
    
    
    100
    %
 Metal-Adjusted Net SalesNine Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    1,747.5
    
    
    
    35.4
    %
    
    $
    1,836.9
    
    
    
    52.7
    %Europe and North Africa
    
    
    1,690.6
    
    
    
    34.2
    %
    
    
    1,496.2
    
    
    
    42.9
    %ROW
    
    
    1,499.1
    
    
    
    30.4
    %
    
    
    153.2
    
    
    
    4.4
    %Total metal-adjusted net sales
    
    $
    4,937.2
    
    
    
    100
    %
    
    $
    3,486.3
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (169.3
    )Total net sales
    
    $
    4,937.2
    
    
    
    
    
    
    $
    3,317.0
 Metal Pounds SoldNine Fiscal Months EndedSept 26, 2008
    
    
    Sept 28, 2007Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    290.2
    
    
    
    33.9
    %
    
    
    321.7
    
    
    
    53.8
    %Europe and North Africa
    
    
    265.7
    
    
    
    31.0
    %
    
    
    255.6
    
    
    
    42.7
    %ROW
    
    
    300.1
    
    
    
    35.1
    %
    
    
    20.8
    
    
    
    3.5
    %Total metal pounds sold
    
    
    856.0
    
    
    
    100
    %
    
    
    598.1
    
    
    
    100
    %
    41




---



##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  42




---



##### Table of Contents



Operating Income
  Operating IncomeNine Fiscal Months Ended,September 26, 2008
    
    
    September 28, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    97.6
    
    
    
    27.1
    %
    
    $
    154.5
    
    
    
    54.0
    %Europe and North Africa
    
    
    134.8
    
    
    
    37.5
    %
    
    
    118.4
    
    
    
    41.3
    %ROW
    
    
    127.3
    
    
    
    35.4
    %
    
    
    13.5
    
    
    
    4.7
    %Total operating income
    
    $
    359.7
    
    
    
    100
    %
    
    $
    286.4
    
    
    
    100
    %
     Other Expense
  Interest Expense
  43




---



##### Table of Contents



Loss on Extinguishment of Debt
  Tax Provision
  Preferred Stock Dividends
  Liquidity and Capital Resources
    Summary of Cash Flows
  44




---



##### Table of Contents



Debt and Other Contractual Obligations
     45




---



##### Table of Contents



46




---



##### Table of Contents



Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsContractual obligations(1):Total debt (excluding capital leases)
    
    $
    1,540.0
    
    
    $
    292.1
    
    
    $
    32.4
    
    
    $
    881.5
    
    
    $
    334.0Capital leases
    
    
    2.9
    
    
    
    1.1
    
    
    
    1.8
    
    
    
    
    
    
    
    Interest payments on 7.125% Senior Notes
    
    
    149.7
    
    
    
    14.3
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    78.4Interest payments on Senior Floating Rate Notes
    
    
    45.2
    
    
    
    6.5
    
    
    
    12.9
    
    
    
    12.9
    
    
    
    12.9Interest payments on 0.875% Senior Convertible
Notes
    
    
    20.2
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    4.7Interest payments on Spanish Term Loan
    
    
    18.0
    
    
    
    3.6
    
    
    
    7.2
    
    
    
    7.2
    
    
    
    Interest payments on 1.00% Senior Convertible
Notes
    
    
    23.8
    
    
    
    4.8
    
    
    
    9.5
    
    
    
    9.5
    
    
    
    Operating leases
    
    
    26.5
    
    
    
    6.4
    
    
    
    10.4
    
    
    
    5.7
    
    
    
    4.0Defined benefit pension obligations(2)
    
    
    6.8
    
    
    
    6.8
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    11.9
    
    
    
    1.6
    
    
    
    3.2
    
    
    
    2.6
    
    
    
    4.5Interest rate swap agreements(3)
    
    
    77.7
    
    
    
    
    
    
    
    
    
    
    
    77.7
    
    
    
    Commodity futures and forward pricing agreements(3)
    
    
    378.7
    
    
    
    357.1
    
    
    
    21.6
    
    
    
    
    
    
    
    Foreign currency contracts(3)
    
    
    478.4
    
    
    
    387.1
    
    
    
    91.3
    
    
    
    
    
    
    
    FIN 48 obligations, including interest and penalties(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Statutory severance programs(5)
    
    
    2.2
    
    
    
    0.6
    
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.9Total
    
    $
    2,782.0
    
    
    $
    1,085.1
    
    
    $
    225.3
    
    
    $
    1,032.2
    
    
    $
    439.4
 
 (1)
    
    This table does not include interest payments on certain debt because the future
amounts 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 $70.2 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.(5)
    
    All statutory severance benefits for employees in Venezuela of $0.5 million have
been included in Less than 1 Year as amounts due beyond one year are not determinable.  47




---



##### Table of Contents



Off Balance Sheet Assets and Obligations
  
   Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   September 28, 2008
    
    
    December 31, 2007Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    77.7
    
    
    $
    (0.6
    )
    
    $
    9.0
    
    
    $
    (0.5
    )Commodity futures
    
    
    260.3
    
    
    
    (21.2
    )
    
    
    297.7
    
    
    
    (18.8
    )Foreign currency forward exchange
    
    
    478.4
    
    
    
    5.9
    
    
    
    380.5
    
    
    
    8.2$
    (15.9
    )
    
    
    
    
    
    $
    (11.1
    )
 48




---



##### Table of Contents



Other Forward Pricing Agreements
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 Disclosure Controls and Procedures
 .
 .
   49




---



##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
 
 The current accounting treatment applicable to our convertible notes has been rescinded.
 Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Dividends
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  50




---



##### Table of Contents



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
   4.1
    
    Prospectus Supplemental No. 1, supplements and amends the
prospectus dated April 16, 2008 relating to the resale by the selling security
holders of the Companys $475.0 million 1.00% Senior Convertible Notes due 2012
(incorporated by reference as filed on Form 424B7 on August 1, 2008)4.2
    
    Registration Statement of additional Common Stock shares under the
Deferred Compensation Plan (incorporated by reference to Form S-8 filed on June
30, 2008)4.3
    
    Registration Statement of additional Common Stock shares under the
General Cable Savings Plan (incorporated by reference to Form S-8 filed on June
30, 2008)10.1
    
    Separation Agreement and Addendum, Departure of Principal Officer
(incorporated by reference to Current Report on Form 8-K as filed on July 24,
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.
 51




---



##### Table of Contents



Signature
  General Cable CorporationSigned:  November 5, 2008
    By:
    /s/ BRIAN J. ROBINSONBrian J. RobinsonExecutive Vice President, Chief

Financial Officer and Treasurer

(Principal Financial and Accounting Officer) 52




---



##### Table of Contents



Exhibit Index
 4.1
    
    Prospectus Supplemental No. 1, supplements and amends the
prospectus dated April 16, 2008 relating to the resale by the selling security
holders of the Companys $475.0 million 1.00% Senior Convertible Notes due 2012
(incorporated by reference as filed on Form 424B7 on August 1, 2008)4.2
    
    Registration Statement of additional Common Stock shares under the
Deferred Compensation Plan (incorporated by reference to Form S-8 filed on June
30, 2008)4.3
    
    Registration Statement of additional Common Stock shares under the
General Cable Savings Plan (incorporated by reference to Form S-8 filed on June
30, 2008)10.1
    
    Separation Agreement and Addendum, Departure of Principal Officer
(incorporated by reference to Current Report on Form 8-K as filed on July 24,
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.
 53