##### 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 June 27, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to.
 Commission file number: 1-12983
 GENERAL CABLE CORPORATION
  Delaware
    
    06-1398235(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4 Tesseneer Drive
    
    41076-9753Highland Heights, KY
    
    (Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (859) 572-8000
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
  Class
    
    Outstanding at August 1, 2008Common Stock, $0.01 per value
    
    52,802,175




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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 and six fiscal months ended June 27, 2008
and June 29, 2007
    
    
    3Balance
Sheets - June 27, 2008 and December 31, 2007
    
    
    4Statements of Cash Flows -
For the six fiscal months ended June 27, 2008 and June 29, 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    34Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    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
    
    
    50Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    50Item 5.
    
    Other Information
    
    
    51Item 6.
    
    Exhibits
    
    
    51Signature
    
    
    52Exhibit Index
    
    
    53EX-12.1EX-31.1EX-31.2EX-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 Ended
    
    
    Six Fiscal Months EndedJune 27,
    
    
    June 29,
    
    
    June 27,
    
    
    June 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    1,742.8
    
    
    $
    1,172.5
    
    
    $
    3,311.2
    
    
    $
    2,181.7Cost of sales
    
    
    1,515.5
    
    
    
    999.4
    
    
    
    2,871.2
    
    
    
    1,848.8Gross profit
    
    
    227.3
    
    
    
    173.1
    
    
    
    440.0
    
    
    
    332.9Selling, general and administrative expenses
    
    
    96.7
    
    
    
    70.1
    
    
    
    194.1
    
    
    
    138.8Operating income
    
    
    130.6
    
    
    
    103.0
    
    
    
    245.9
    
    
    
    194.1Other income (expense)
    
    
    (1.8
    )
    
    
    (1.5
    )
    
    
    (0.4
    )
    
    
    (1.5
    )Interest income (expense):Interest expense
    
    
    (16.2
    )
    
    
    (10.6
    )
    
    
    (31.2
    )
    
    
    (19.5
    )Interest income
    
    
    3.5
    
    
    
    3.9
    
    
    
    6.3
    
    
    
    6.9Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.1
    )(12.7
    )
    
    
    (6.7
    )
    
    
    (24.9
    )
    
    
    (37.7
    )Income before income taxes
    
    
    116.1
    
    
    
    94.8
    
    
    
    220.6
    
    
    
    154.9Income tax provision
    
    
    (38.9
    )
    
    
    (31.9
    )
    
    
    (75.0
    )
    
    
    (54.1
    )Minority interest in consolidated subsidiaries
    
    
    (3.2
    )
    
    
    
    
    
    
    (6.8
    )
    
    
    Equity in earnings of affiliated companies
    
    
    1.7
    
    
    
    
    
    
    
    2.8
    
    
    
    Net income
    
    
    75.7
    
    
    
    62.9
    
    
    
    141.6
    
    
    
    100.8Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    (0.2
    )Net income applicable to common shareholders
    
    $
    75.6
    
    
    $
    62.8
    
    
    $
    141.4
    
    
    $
    100.6Earnings per shareEarnings per common share-basic
    
    $
    1.47
    
    
    $
    1.23
    
    
    $
    2.75
    
    
    $
    1.97Weighted average common shares-basic
    
    
    51.6
    
    
    
    51.2
    
    
    
    51.5
    
    
    
    51.1Earnings per common share-assuming dilution
    
    $
    1.37
    
    
    $
    1.15
    
    
    $
    2.57
    
    
    $
    1.87Weighted average common shares-assuming dilution
    
    
    55.4
    
    
    
    54.7
    
    
    
    55.0
    
    
    
    53.8
  3




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 (in millions, except share data)
 (unaudited)
 June 27,
    
    
    December 31,2008
    
    
    2007AssetsCurrent Assets:Cash and cash equivalents
    
    $
    411.4
    
    
    $
    325.7Receivables, net of allowances of $23.8 million at June 27, 2008 and
$17.9 million at December 31, 2007
    
    
    1,489.7
    
    
    
    1,121.4Inventories
    
    
    1,089.0
    
    
    
    928.8Deferred income taxes
    
    
    114.5
    
    
    
    123.6Prepaid expenses and other
    
    
    125.6
    
    
    
    73.7Total current assets
    
    
    3,230.2
    
    
    
    2,573.2Property, plant and equipment, net
    
    
    830.1
    
    
    
    738.8Deferred income taxes
    
    
    46.4
    
    
    
    42.6Goodwill
    
    
    148.0
    
    
    
    116.1Intangible assets, net
    
    
    229.5
    
    
    
    236.7Unconsolidated affiliated companies
    
    
    31.8
    
    
    
    29.5Other non-current assets
    
    
    52.5
    
    
    
    56.7Total assets
    
    $
    4,568.5
    
    
    $
    3,793.6Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    1,144.0
    
    
    $
    937.3Accrued liabilities
    
    
    417.3
    
    
    
    397.3Current portion of long-term debt
    
    
    703.1
    
    
    
    500.9Total current liabilities
    
    
    2,264.4
    
    
    
    1,835.5Long-term debt
    
    
    984.0
    
    
    
    897.9Deferred income taxes
    
    
    121.5
    
    
    
    118.5Other liabilities
    
    
    201.5
    
    
    
    190.0Total liabilities
    
    
    3,571.4
    
    
    
    3,041.9Commitments and Contingencies (Note 16)Minority interest in consolidated subsidiaries
    
    
    92.9
    
    
    
    74.8Shareholders Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per
share):June 27, 2008  76,223 outstanding sharesDecember 31, 2007  101,940 outstanding shares
    
    
    3.8
    
    
    
    5.1Common stock, $0.01 par value, issued and outstanding
shares:June 27, 2008  52,805,781 (net of 5,149,848
treasury shares)December 31, 2007  52,430,149 (net of 5,121,841 treasury
shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    284.0
    
    
    
    268.0Treasury stock
    
    
    (61.4
    )
    
    
    (60.3
    )Retained earnings
    
    
    569.1
    
    
    
    428.3Accumulated other comprehensive income
    
    
    108.1
    
    
    
    35.2Total shareholders equity
    
    
    904.2
    
    
    
    676.9Total liabilities and shareholders equity
    
    $
    4,568.5
    
    
    $
    3,793.6
  4




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 (in millions)
 (unaudited)
 Six Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Cash flows of operating activities:Net income
    
    $
    141.6
    
    
    $
    100.8Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    48.4
    
    
    
    28.7Loss on extinguishment of debt
    
    
    
    
    
    
    25.1Foreign currency exchange loss
    
    
    0.4
    
    
    
    1.5Deferred income taxes
    
    
    (1.7
    )
    
    
    (4.8
    )Excess tax benefits from stock-based compensation
    
    
    (6.8
    )
    
    
    (9.3
    )Loss on disposal of property
    
    
    5.2
    
    
    
    0.8Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:Increase in receivables
    
    
    (323.2
    )
    
    
    (212.6
    )Increase in inventories
    
    
    (95.2
    )
    
    
    (31.5
    )Increase in other assets
    
    
    (0.8
    )
    
    
    (0.5
    )Increase in accounts payable, accrued and other liabilities
    
    
    172.0
    
    
    
    147.9Net cash flows of operating activities
    
    
    (60.1
    )
    
    
    46.1Cash flows of investing activities:Capital expenditures
    
    
    (93.0
    )
    
    
    (45.7
    )Proceeds from properties sold
    
    
    3.6
    
    
    
    0.6Proceeds from acquisitions including cash acquired
    
    
    
    
    
    
    17.0Acquisitions, net of cash acquired
    
    
    (36.2
    )
    
    
    (5.9
    )Other, net
    
    
    (0.5
    )
    
    
    1.7Net cash flows of investing activities
    
    
    (126.1
    )
    
    
    (32.3
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.2
    )
    
    
    (0.2
    )Excess tax benefits from stock-based compensation
    
    
    6.8
    
    
    
    9.3Proceeds from revolving credit borrowings
    
    
    93.3
    
    
    
    Repayments of revolving credit borrowings
    
    
    (47.3
    )
    
    
    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, net
    
    
    202.9
    
    
    
    22.8Proceeds from exercise of stock options
    
    
    2.3
    
    
    
    5.2Net cash flows of financing activities
    
    
    257.8
    
    
    
    54.8Effect of exchange rate changes on cash and cash equivalents
    
    
    14.1
    
    
    
    3.3Increase in cash and cash equivalents
    
    
    85.7
    
    
    
    71.9Cash and cash equivalents  beginning of period
    
    
    325.7
    
    
    
    310.5Cash and cash equivalents  end of period
    
    $
    411.4
    
    
    $
    382.4Supplemental InformationCash paid during the period for:Income tax payments, net of refunds
    
    $
    31.6
    
    
    $
    27.8Interest paid
    
    $
    20.1
    
    
    $
    31.4Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    2.6
    
    
    $
    3.5
  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
 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




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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
    
    $
    384.7Other liabilities
    
    
    117.9Total liabilities
    
    $
    502.6Minority Interest
    
    $
    64.2
  7




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  Three Fiscal Months Ended
    
    Six Fiscal Months EndedJune 29,
    
    
    
    June 29,June 27,
    
    2007
    
    June 27,
    
    2007(in millions)
    

    2008

    
    (Pro forma)
    

    2008

    
    (Pro forma)Revenue
    
    $
    1,742.8
    
    
    $
    1,594.0
    
    
    $
    3,311.2
    
    
    $
    2,845.6Net income applicable to common shareholders
    
    $
    75.6
    
    
    $
    87.3
    
    
    $
    141.4
    
    
    $
    134.6Earnings per common share  assuming dilution
    
    $
    1.37
    
    
    $
    1.60
    
    
    $
    2.57
    
    
    $
    2.46
    As ofApril 30, 2007Cash
    
    $
    12.3Accounts receivable
    
    
    27.8Inventories
    
    
    29.2Property, plant and equipment
    
    
    2.5Other current and noncurrent assets
    
    
    0.3Total assets
    
    $
    72.1Current liabilities
    
    $
    40.5Other liabilities
    
    
    1.4Pension liabilities
    
    
    40.1Total liabilities
    
    $
    82.0
   8




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 4. Inventories
   June 27,
    
    
    December 31,2008
    
    
    2007Raw materials
    
    $
    205.7
    
    
    $
    145.5Work in process
    
    
    190.9
    
    
    
    154.3Finished goods
    
    
    692.4
    
    
    
    629.0Total
    
    $
    1,089.0
    
    
    $
    928.8
    5. Property, Plant and Equipment
   9




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 June 27,
    
    
    Dec. 31,2008
    
    
    2007Land
    
    $
    87.2
    
    
    $
    84.4Buildings and leasehold improvements
    
    
    212.3
    
    
    
    186.7Machinery, equipment and office furnishings
    
    
    769.7
    
    
    
    670.9Construction in progress
    
    
    105.6
    
    
    
    95.0Total  gross book value
    
    
    1,174.8
    
    
    
    1,037.0Less accumulated depreciation
    
    
    (344.7
    )
    
    
    (298.2
    )Total  net book value
    
    $
    830.1
    
    
    $
    738.8
   6. Goodwill and Other Intangible Assets
   June 27,
    
    
    December 31,2008
    
    
    2007Goodwill
    
    $
    148.0
    
    
    $
    116.1Unamortized intangible assets:Trade names
    
    
    132.9
    
    
    
    132.9Amortizing intangible assets:Customer relationships
    
    
    106.4
    
    
    
    106.4Accumulated amortization
    
    
    (9.8
    )
    
    
    (2.6
    )Total amortizing intangible assets
    
    
    96.6
    
    
    
    103.8Total intangible assets
    
    $
    229.5
    
    
    $
    236.7
   10




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  7. Long-Term Debt
 June 27,
    
    
    December 31,2008
    
    
    2007Long-term debt consisted of
the following (in millions):1.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.00.875% Convertible Notes
    
    
    355.0
    
    
    
    355.07.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0PDIC credit facilities
    
    
    136.1
    
    
    
    37.7Silec credit facilities
    
    
    113.3
    
    
    
    63.5Asset Based Loan
    
    
    106.0
    
    
    
    60.0Spanish Term Loan
    
    
    80.5
    
    
    
    31.3Capital leases
    
    
    2.9
    
    
    
    3.4Other
    
    
    93.3
    
    
    
    47.9Total debt
    
    
    1,687.1
    
    
    
    1,398.8Less current maturities
    
    
    703.1
    
    
    
    500.9Long-term debt
    
    $
    984.0
    
    
    $
    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% Convertible Notes
    
    
    0.875
    %
    
    
    0.875
    %7.125% Senior Notes due 2017
    
    
    7.125
    %
    
    
    7.125
    %Senior Floating Rate Notes
    
    
    5.1
    %
    
    
    7.6
    %PDIC credit facilities
    
    
    6.1
    %
    
    
    6.4
    %Silec credit facilities
    
    
    4.9
    %
    
    
    4.8
    %Asset Based Loan
    
    
    3.9
    %
    
    
    6.3
    %Spanish Term Loan
    
    
    5.1
    %
    
    
    5.1
    %Capital leases
    
    
    6.5
    %
    
    
    6.5
    %Other
    
    
    4.8
    %
    
    
    4.6
    %
 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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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
 14




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




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




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
     Fair Value of Designated Derivatives
  June 27, 2008
    
    
    December 31, 2007Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    9.0
    
    
    $
    (0.5
    )
    
    $
    9.0
    
    
    $
    (0.5
    )Commodity futures
    
    
    267.6
    
    
    
    13.4
    
    
    
    297.7
    
    
    
    (18.8
    )Foreign currency forward exchange
    
    
    501.5
    
    
    
    18.1
    
    
    
    380.5
    
    
    
    8.2$
    31.0
    
    
    
    
    
    
    $
    (11.1
    )
 Other Forward Pricing Agreements
  9. Income Taxes
 
 17




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
     10. Employee Benefit Plans
  Defined Benefit Pension Plans
   Three Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.5
    
    
    $
    0.2Interest cost
    
    
    2.0
    
    
    
    1.3
    
    
    
    2.1
    
    
    
    0.5Expected return on plan assets
    
    
    (2.7
    )
    
    
    (0.5
    )
    
    
    (2.6
    )
    
    
    (0.5
    )Amortization of prior service cost
    
    
    0.1
    
    
    
    
    
    
    
    0.3
    
    
    
    Amortization of net loss
    
    
    0.7
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.2Curtailment loss
    
    
    
    
    
    
    
    
    
    
    3.2
    
    
    
    Settlement gain
    
    
    
    
    
    
    
    
    
    
    (4.3
    )
    
    
    Net pension expense (gain)
    
    $
    0.5
    
    
    $
    1.6
    
    
    $
    (0.4
    )
    
    $
    0.4
 18




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Six Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.8
    
    
    $
    1.2
    
    
    $
    1.0
    
    
    $
    0.4Interest cost
    
    
    4.0
    
    
    
    2.6
    
    
    
    4.3
    
    
    
    1.0Expected return on plan assets
    
    
    (5.4
    )
    
    
    (1.0
    )
    
    
    (5.2
    )
    
    
    (0.9
    )Amortization of prior service cost
    
    
    0.3
    
    
    
    
    
    
    
    0.6
    
    
    
    Amortization of net loss
    
    
    1.2
    
    
    
    0.3
    
    
    
    0.9
    
    
    
    0.3Curtailment loss
    
    
    
    
    
    
    
    
    
    
    3.2
    
    
    
    Settlement gain
    
    
    
    
    
    
    
    
    
    
    (4.3
    )
    
    
    Net pension expense
    
    $
    0.9
    
    
    $
    3.1
    
    
    $
    0.5
    
    
    $
    0.8
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJune 27,
    
    
    June 29,
    
    
    June 27,
    
    
    June 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2Net amortization and deferral
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.1Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.2
    
    
    $
    0.4
    
    
    $
    0.4
 Defined Contribution Plans
  11. Shareholders Equity
     19




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   June 27,
    
    
    December 31,2008
    
    
    2007Foreign currency translation adjustment
    
    $
    135.8
    
    
    $
    96.1Pension adjustments, net of tax
    
    
    (22.2
    )
    
    
    (22.2
    )Change in fair value of derivatives, net of tax
    
    
    (3.9
    )
    
    
    (39.2
    )Unrealized investment gains, net of tax
    
    
    5.0
    
    
    
    7.2Adoption of SFAS 158, net of tax
    
    
    (7.0
    )
    
    
    (7.0
    )Other
    
    
    0.4
    
    
    
    0.3Total
    
    $
    108.1
    
    
    $
    35.2
  Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJune 27,
    
    
    June 29,
    
    
    June 27,
    
    
    June 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    75.7
    
    
    $
    62.9
    
    
    $
    141.6
    
    
    $
    100.8Currency translation gain / (loss)
    
    
    (4.2
    )
    
    
    13.5
    
    
    
    39.7
    
    
    
    15.1Change in fair value of
derivatives, net of tax
    
    
    (7.0
    )
    
    
    (4.1
    )
    
    
    35.3
    
    
    
    6.3Unrealized investment gain /
(loss), net of tax
    
    
    (0.1
    )
    
    
    1.2
    
    
    
    (2.2
    )
    
    
    1.9Comprehensive net income
    
    $
    64.4
    
    
    $
    73.5
    
    
    $
    214.4
    
    
    $
    124.1
 12. Share-Based Compensation
    20




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
   13. Shipping and Handling Costs
  14. Earnings Per Common Share
  Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJune 27,
    
    
    June 29,
    
    
    June 27,
    
    
    June 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Earnings per common share  basic:Net income
    
    $
    75.7
    
    
    $
    62.9
    
    
    $
    141.6
    
    
    $
    100.8Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    (0.1
    )
    
    
    (0.2
    )
    
    
    (0.2
    )Net income for basic EPS computation (1)
    
    $
    75.6
    
    
    $
    62.8
    
    
    $
    141.4
    
    
    $
    100.6Weighted average shares outstanding for basic EPS
computation (2)
    
    
    51.6
    
    
    
    51.2
    
    
    
    51.5
    
    
    
    51.1Earnings per common share  basic
    
    $
    1.47
    
    
    $
    1.23
    
    
    $
    2.75
    
    
    $
    1.97Earnings per common share  assuming dilution:Net income
    
    $
    75.7
    
    
    $
    62.9
    
    
    $
    141.6
    
    
    $
    100.8Less: preferred stock dividends, if applicable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income for diluted EPS computation(1)
    
    $
    75.7
    
    
    $
    62.9
    
    
    $
    141.6
    
    
    $
    100.8Weighted average shares outstanding including
nonvested shares
    
    
    52.8
    
    
    
    52.3
    
    
    
    52.7
    
    
    
    52.2Dilutive effect of stock options and restricted stock units
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4Dilutive effect of convertible notes
    
    
    1.9
    
    
    
    1.5
    
    
    
    1.5
    
    
    
    0.7Dilutive effect of assumed conversion of preferred stock
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.5Weighted average shares outstanding for diluted EPS
computation(2)
    
    
    55.4
    
    
    
    54.7
    
    
    
    55.0
    
    
    
    53.8Earnings per common share  assuming dilution
    
    $
    1.37
    
    
    $
    1.15
    
    
    $
    2.57
    
    
    $
    1.87
 
 (1)
    
    Numerator(2)
    
    Denominator   21




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  Earnings per Share
  Total Treasury
    
    
    
    
    
    Incremental SharesMethod
    
    Shares Due to the
    
    Issued by theShare
    
    Shares Underlying 0.875%
    
    Warrant
    
    Incremental
    
    Company under
    
    Company uponPrice
    
    Convertible Notes
    
    Shares
    
    Shares(1)
    
    Note Hedges
    
    Conversion(2)$  50.36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $  60.36
    
    
    1,167,502
    
    
    
    
    
    
    
    1,167,502
    
    
    
    (1,167,502
    )
    
    
    $  70.36
    
    
    2,003,400
    
    
    
    
    
    
    
    2,003,400
    
    
    
    (2,003,400
    )
    
    
    $  80.36
    
    
    2,631,259
    
    
    
    382,618
    
    
    
    3,013,877
    
    
    
    (2,631,259
    )
    
    
    382,618$  90.36
    
    
    3,120,150
    
    
    
    1,120,363
    
    
    
    4,240,513
    
    
    
    (3,120,150
    )
    
    
    1,120,363$100.36
    
    
    3,511,614
    
    
    
    1,711,088
    
    
    
    5,222,702
    
    
    
    (3,511,614
    )
    
    
    1,711,088
 
 (1)
    
    Represents the number of incremental shares that must be included in the calculation
of fully diluted shares under U.S. GAAP.(2)
    
    Represents the number of incremental shares to be issued by the Company upon
conversion of the 0.875% Convertible Notes, assuming concurrent settlement of the note hedges
and warrants.   Shares Underlying
    
    Total Treasury1.00% Senior
    
    Method IncrementalShare Price
    
    Convertible Notes
    
    Shares(1)$  83.93
    
    
    
    
    
    
    $  93.93
    
    
    602,288
    
    
    
    602,288$103.93
    
    
    1,088,861
    
    
    
    1,088,861$113.93
    
    
    1,490,018
    
    
    
    1,490,018$123.93
    
    
    1,826,436
    
    
    
    1,826,436$133.93
    
    
    2,112,616
    
    
    
    2,112,616
 22




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 
 (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
      For the three months ended,
    
    For the six months ended,June 27,
    
    June 29,
    
    June 27,
    
    June 29,(in millions)
    
    2008
    
    2007
    
    2008
    
    2007Net sales:North America
    
    $
    628.6
    
    
    $
    615.2
    
    
    $
    1,169.3
    
    
    $
    1,160.3Europe and North Africa
    
    
    600.3
    
    
    
    506.7
    
    
    
    1,153.6
    
    
    
    932.7ROW
    
    
    513.9
    
    
    
    50.6
    
    
    
    988.3
    
    
    
    88.7Total
    
    $
    1,742.8
    
    
    $
    1,172.5
    
    
    $
    3,311.2
    
    
    $
    2,181.7Operating Income:North America
    
    $
    32.5
    
    
    $
    56.7
    
    
    $
    63.7
    
    
    $
    103.5Europe and North Africa
    
    
    49.1
    
    
    
    42.3
    
    
    
    98.2
    
    
    
    81.6ROW
    
    
    49.0
    
    
    
    4.0
    
    
    
    84.0
    
    
    
    9.0Total
    
    $
    130.6
    
    
    $
    103.0
    
    
    $
    245.9
    
    
    $
    194.1Identifiable Assets:North America
    
    $
    920.5
    
    
    $
    880.5Europe and North Africa
    
    
    1,838.2
    
    
    
    1,273.3ROW
    
    
    1,586.8
    
    
    
    123.3Corporate
    
    
    223.0
    
    
    
    402.6Total
    
    $
    4,568.5
    
    
    $
    2,679.7
 16. Commitments and Contingencies
 
 23




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




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
     17. Unconsolidated Affiliated Companies
  June 27, 2008PTDL Trading Company Ltd.
    
    
    49
    %Phelps Dodge Philippines, Inc.
    
    
    40
    %Colada Continua Chilena, S.A.
    
    
    41
    %Keystone Electric Wire & Cable Co., Ltd.
    
    
    20
    %Thai Copper Rod Ltd.
    
    
    18
    %
 18. Fair Value Disclosure
    25




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 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.
    June 27, 2008Fair Value Measurement UsingLevel 1
    
    Level 2
    
    Level 3
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    35.1
    
    
    $
    
    
    
    $
    35.1Available-for-sale securities(1)
    
    
    15.1
    
    
    
    
    
    
    
    
    
    
    
    15.1Total Assets
    
    $
    15.1
    
    
    $
    35.1
    
    
    $
    
    
    
    $
    50.2LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    4.1
    
    
    $
    
    
    
    $
    4.1Total liabilities
    
    $
    
    
    
    $
    4.1
    
    
    $
    
    
    
    $
    4.1
    
 (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




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
  Condensed Statements of Operations
Three Fiscal Months Ended June 27, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    618.8
    
    
    $
    1,124.0
    
    
    $
    
    
    
    $
    1,742.8Intercompany
    
    
    15.1
    
    
    
    0.7
    
    
    
    16.1
    
    
    
    (31.9
    )
    
    
    15.1
    
    
    
    619.5
    
    
    
    1,140.1
    
    
    
    (31.9
    )
    
    
    1,742.8Cost of sales
    
    
    
    
    
    
    550.3
    
    
    
    981.3
    
    
    
    (16.1
    )
    
    
    1,515.5Gross profit
    
    
    15.1
    
    
    
    69.2
    
    
    
    158.8
    
    
    
    (15.8
    )
    
    
    227.3Selling,
general and administrative expenses
    
    
    12.6
    
    
    
    37.9
    
    
    
    62.0
    
    
    
    (15.8
    )
    
    
    96.7Operating income
    
    
    2.5
    
    
    
    31.3
    
    
    
    96.8
    
    
    
    
    
    
    
    130.6Other income (expense)
    
    
    0.3
    
    
    
    0.5
    
    
    
    (2.6
    )
    
    
    
    
    
    
    (1.8
    )Interest income (expense):Interest expense
    
    
    (8.3
    )
    
    
    (18.6
    )
    
    
    (17.6
    )
    
    
    28.3
    
    
    
    (16.2
    )Interest income
    
    
    16.9
    
    
    
    11.4
    
    
    
    3.5
    
    
    
    (28.3
    )
    
    
    3.58.6
    
    
    
    (7.2
    )
    
    
    (14.1
    )
    
    
    
    
    
    
    (12.7
    )Income before income taxes
    
    
    11.4
    
    
    
    24.6
    
    
    
    80.1
    
    
    
    
    
    
    
    116.1Income tax provision
    
    
    (4.2
    )
    
    
    (12.2
    )
    
    
    (22.5
    )
    
    
    
    
    
    
    (38.9
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    (3.2
    )
    
    
    
    
    
    
    (3.2
    )Equity in net income of subsidiaries
    
    
    68.5
    
    
    
    56.1
    
    
    
    1.7
    
    
    
    (124.6
    )
    
    
    1.7Net income
    
    
    75.7
    
    
    
    68.5
    
    
    
    56.1
    
    
    
    (124.6
    )
    
    
    75.7Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    75.6
    
    
    $
    68.5
    
    
    $
    56.1
    
    
    $
    (124.6
    )
    
    $
    75.6
 27




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Operations
Six Fiscal Months Ended June 27, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    1,148.1
    
    
    $
    2,163.1
    
    
    $
    
    
    
    $
    3,311.2Intercompany
    
    
    29.2
    
    
    
    1.3
    
    
    
    27.4
    
    
    
    (57.9
    )
    
    
    29.2
    
    
    
    1,149.4
    
    
    
    2,190.5
    
    
    
    (57.9
    )
    
    
    3,311.2Cost of sales
    
    
    
    
    
    
    1,014.6
    
    
    
    1,884.0
    
    
    
    (27.4
    )
    
    
    2,871.2Gross profit
    
    
    29.2
    
    
    
    134.8
    
    
    
    306.5
    
    
    
    (30.5
    )
    
    
    440.0Selling, general and administrative
expenses
    
    
    24.0
    
    
    
    74.0
    
    
    
    126.6
    
    
    
    (30.5
    )
    
    
    194.1Operating income
    
    
    5.2
    
    
    
    60.8
    
    
    
    179.9
    
    
    
    
    
    
    
    245.9Other income (expense)
    
    
    (0.7
    )
    
    
    0.6
    
    
    
    (0.3
    )
    
    
    
    
    
    
    (0.4
    )Interest income (expense):Interest expense
    
    
    (16.9
    )
    
    
    (38.7
    )
    
    
    (23.0
    )
    
    
    47.4
    
    
    
    (31.2
    )Interest income
    
    
    35.3
    
    
    
    12.2
    
    
    
    6.2
    
    
    
    (47.4
    )
    
    
    6.318.4
    
    
    
    (26.5
    )
    
    
    (16.8
    )
    
    
    
    
    
    
    (24.9
    )Income before income taxes
    
    
    22.9
    
    
    
    34.9
    
    
    
    162.8
    
    
    
    
    
    
    
    220.6Income tax provision
    
    
    (8.5
    )
    
    
    (19.7
    )
    
    
    (46.8
    )
    
    
    
    
    
    
    (75.0
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    (6.8
    )
    
    
    
    
    
    
    (6.8
    )Equity in net income of subsidiaries
    
    
    127.2
    
    
    
    112.0
    
    
    
    2.8
    
    
    
    (239.2
    )
    
    
    2.8Net income
    
    
    141.6
    
    
    
    127.2
    
    
    
    112.0
    
    
    
    (239.2
    )
    
    
    141.6Less: preferred stock dividends
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Net income applicable to common
shareholders
    
    $
    141.4
    
    
    $
    127.2
    
    
    $
    112.0
    
    
    $
    (239.2
    )
    
    $
    141.4
 28




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Statements of Operations
Three Fiscal Months Ended June 29, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    501.4
    
    
    $
    671.1
    
    
    $
    
    
    
    $
    1,172.5Intercompany
    
    
    14.2
    
    
    
    
    
    
    
    
    
    
    
    (14.2
    )
    
    
    14.2
    
    
    
    501.4
    
    
    
    671.1
    
    
    
    (14.2
    )
    
    
    1,172.5Cost of sales
    
    
    
    
    
    
    416.6
    
    
    
    582.8
    
    
    
    
    
    
    
    999.4Gross profit
    
    
    14.2
    
    
    
    84.8
    
    
    
    88.3
    
    
    
    (14.2
    )
    
    
    173.1Selling, general and administrative
expenses
    
    
    11.7
    
    
    
    36.9
    
    
    
    35.7
    
    
    
    (14.2
    )
    
    
    70.1Operating income
    
    
    2.5
    
    
    
    47.9
    
    
    
    52.6
    
    
    
    
    
    
    
    103.0Other income (expense)
    
    
    
    
    
    
    0.2
    
    
    
    (1.7
    )
    
    
    
    
    
    
    (1.5
    )Interest income (expense):Interest expense
    
    
    (8.6
    )
    
    
    (15.5
    )
    
    
    (3.3
    )
    
    
    16.8
    
    
    
    (10.6
    )Interest income
    
    
    18.4
    
    
    
    0.3
    
    
    
    2.0
    
    
    
    (16.8
    )
    
    
    3.99.8
    
    
    
    (15.2
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    (6.7
    )Income before income taxes
    
    
    12.3
    
    
    
    32.9
    
    
    
    49.6
    
    
    
    
    
    
    
    94.8Income tax provision
    
    
    (4.5
    )
    
    
    (10.3
    )
    
    
    (17.1
    )
    
    
    
    
    
    
    (31.9
    )Equity in net income of subsidiaries
    
    
    55.1
    
    
    
    32.5
    
    
    
    
    
    
    
    (87.6
    )
    
    
    Net income
    
    
    62.9
    
    
    
    55.1
    
    
    
    32.5
    
    
    
    (87.6
    )
    
    
    62.9Less: preferred stock dividends
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Net income applicable to common
shareholders
    
    $
    62.8
    
    
    $
    55.1
    
    
    $
    32.5
    
    
    $
    (87.6
    )
    
    $
    62.8
 Condensed Statements of Operations
Six Fiscal Months Ended June 29, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    944.8
    
    
    $
    1,236.9
    
    
    $
    
    
    
    $
    2,181.7Intercompany
    
    
    22.6
    
    
    
    
    
    
    
    
    
    
    
    (22.6
    )
    
    
    22.6
    
    
    
    944.8
    
    
    
    1,236.9
    
    
    
    (22.6
    )
    
    
    2,181.7Cost of sales
    
    
    
    
    
    
    789.5
    
    
    
    1,059.3
    
    
    
    
    
    
    
    1,848.8Gross profit
    
    
    22.6
    
    
    
    155.3
    
    
    
    177.6
    
    
    
    (22.6
    )
    
    
    332.9Selling, general and administrative
expenses
    
    
    23.1
    
    
    
    63.5
    
    
    
    74.8
    
    
    
    (22.6
    )
    
    
    138.8Operating income (loss)
    
    
    (0.5
    )
    
    
    91.8
    
    
    
    102.8
    
    
    
    
    
    
    
    194.1Other income (expense)
    
    
    
    
    
    
    
    
    
    
    (1.5
    )
    
    
    
    
    
    
    (1.5
    )Interest income (expense):Interest expense
    
    
    (15.6
    )
    
    
    (33.7
    )
    
    
    (5.9
    )
    
    
    35.7
    
    
    
    (19.5
    )Interest income
    
    
    38.7
    
    
    
    0.6
    
    
    
    3.3
    
    
    
    (35.7
    )
    
    
    6.9Loss on extinguishment of debt
    
    
    (25.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.1
    )(2.0
    )
    
    
    (33.1
    )
    
    
    (2.6
    )
    
    
    
    
    
    
    (37.7
    )Income (loss) before income taxes
    
    
    (2.5
    )
    
    
    58.7
    
    
    
    98.7
    
    
    
    
    
    
    
    154.9Income tax (provision) benefit
    
    
    0.9
    
    
    
    (21.4
    )
    
    
    (33.6
    )
    
    
    
    
    
    
    (54.1
    )Equity in net income of subsidiaries
    
    
    102.4
    
    
    
    65.1
    
    
    
    
    
    
    
    (167.5
    )
    
    
    Net income
    
    
    100.8
    
    
    
    102.4
    
    
    
    65.1
    
    
    
    (167.5
    )
    
    
    100.8Less: preferred stock dividends
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Net Income to applicable shareholders
    
    $
    100.6
    
    
    $
    102.4
    
    
    $
    65.1
    
    
    $
    (167.5
    )
    
    $
    100.6
 29




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##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)
 Condensed Balance Sheets
June 27, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash and cash equivalents
    
    $
    0.8
    
    
    $
    15.4
    
    
    $
    395.2
    
    
    $
    
    
    
    $
    411.4Receivables, net of allowances
    
    
    
    
    
    
    362.9
    
    
    
    1,126.8
    
    
    
    
    
    
    
    1,489.7Inventories
    
    
    
    
    
    
    279.3
    
    
    
    809.7
    
    
    
    
    
    
    
    1,089.0Deferred income taxes
    
    
    4.5
    
    
    
    76.4
    
    
    
    33.6
    
    
    
    
    
    
    
    114.5Prepaid expenses and other
    
    
    4.7
    
    
    
    71.4
    
    
    
    49.5
    
    
    
    
    
    
    
    125.6Total current assets
    
    
    10.0
    
    
    
    805.4
    
    
    
    2,414.8
    
    
    
    
    
    
    
    3,230.2Property, plant and equipment, net
    
    
    0.6
    
    
    
    190.2
    
    
    
    639.3
    
    
    
    
    
    
    
    830.1Deferred income taxes
    
    
    
    
    
    
    21.0
    
    
    
    25.4
    
    
    
    
    
    
    
    46.4Intercompany accounts
    
    
    988.5
    
    
    
    441.0
    
    
    
    6.9
    
    
    
    (1,436.4
    )
    
    
    Investment in subsidiaries
    
    
    1,032.0
    
    
    
    1,040.7
    
    
    
    
    
    
    
    (2,072.7
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    148.0
    
    
    
    
    
    
    
    148.0Intangible assets, net
    
    
    
    
    
    
    0.6
    
    
    
    228.9
    
    
    
    
    
    
    
    229.5Unconsolidated affiliated companies
    
    
    
    
    
    
    
    
    
    
    31.8
    
    
    
    
    
    
    
    31.8Other non-current assets
    
    
    19.7
    
    
    
    23.2
    
    
    
    9.6
    
    
    
    
    
    
    
    52.5Total assets
    
    $
    2,050.8
    
    
    $
    2,522.1
    
    
    $
    3,504.7
    
    
    $
    (3,509.1
    )
    
    $
    4,568.5Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    172.4
    
    
    $
    971.6
    
    
    $
    
    
    
    $
    1,144.0Accrued liabilities
    
    
    (20.8
    )
    
    
    102.3
    
    
    
    335.8
    
    
    
    
    
    
    
    417.3Current portion of long-term debt
    
    
    355.0
    
    
    
    1.2
    
    
    
    346.9
    
    
    
    
    
    
    
    703.1Total current liabilities
    
    
    334.2
    
    
    
    275.9
    
    
    
    1,654.3
    
    
    
    
    
    
    
    2,264.4Long-term debt
    
    
    800.0
    
    
    
    116.8
    
    
    
    67.2
    
    
    
    
    
    
    
    984.0Deferred income taxes
    
    
    
    
    
    
    0.3
    
    
    
    121.2
    
    
    
    
    
    
    
    121.5Intercompany accounts
    
    
    0.1
    
    
    
    989.8
    
    
    
    446.5
    
    
    
    (1,436.4
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    107.3
    
    
    
    81.9
    
    
    
    
    
    
    
    201.5Total liabilities
    
    
    1,146.6
    
    
    
    1,490.1
    
    
    
    2,371.1
    
    
    
    (1,436.4
    )
    
    
    3,571.4Minority interests in consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    92.9
    
    
    
    
    
    
    
    92.9Total shareholders equity
    
    
    904.2
    
    
    
    1,032.0
    
    
    
    1,040.7
    
    
    
    (2,072.7
    )
    
    
    904.2Total liabilities and shareholders equity
    
    $
    2,050.8
    
    
    $
    2,522.1
    
    
    $
    3,504.7
    
    
    $
    (3,509.1
    )
    
    $
    4,568.5
 30




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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, 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
 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
Six Fiscal Months Ended June 27, 2008
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    10.0
    
    
    $
    (47.8
    )
    
    $
    (22.3
    )
    
    $
    
    
    
    $
    (60.1
    )Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (20.7
    )
    
    
    (72.3
    )
    
    
    
    
    
    
    (93.0
    )Proceeds from properties sold
    
    
    
    
    
    
    2.4
    
    
    
    1.2
    
    
    
    
    
    
    
    3.6Acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (36.2
    )
    
    
    
    
    
    
    (36.2
    )Intercompany accounts
    
    
    (26.9
    )
    
    
    
    
    
    
    
    
    
    
    26.9
    
    
    
    Other, net
    
    
    
    
    
    
    0.8
    
    
    
    (1.3
    )
    
    
    
    
    
    
    (0.5
    )Net cash flows of investing activities
    
    
    (26.9
    )
    
    
    (17.5
    )
    
    
    (108.6
    )
    
    
    26.9
    
    
    
    (126.1
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    1.4
    
    
    
    
    
    
    
    (1.6
    )
    
    
    
    
    
    
    (0.2
    )Excess tax benefits from stock-based
compensation
    
    
    6.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.8Intercompany accounts
    
    
    
    
    
    
    22.1
    
    
    
    4.8
    
    
    
    (26.9
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    93.3
    
    
    
    
    
    
    
    
    
    
    
    93.3Repayments of revolving credit borrowings
    
    
    
    
    
    
    (47.3
    )
    
    
    
    
    
    
    
    
    
    
    (47.3
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    (0.5
    )
    
    
    203.4
    
    
    
    
    
    
    
    202.9Proceeds from exercise of stock options
    
    
    2.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.3Net cash flows of financing activities
    
    
    10.5
    
    
    
    67.6
    
    
    
    206.6
    
    
    
    (26.9
    )
    
    
    257.8Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    (0.1
    )
    
    
    14.2
    
    
    
    
    
    
    
    14.1Increase (decrease) in cash and cash equivalents
    
    
    (6.4
    )
    
    
    2.2
    
    
    
    89.9
    
    
    
    
    
    
    
    85.7Cash and cash equivalents  beginning of period
    
    
    7.2
    
    
    
    13.2
    
    
    
    305.3
    
    
    
    
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    0.8
    
    
    $
    15.4
    
    
    $
    395.2
    
    
    $
    
    
    
    $
    411.4
 32




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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
Six Fiscal Months Ended June 29, 2007
 Non-Guarantor
    
    
    GuarantorIssuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    1.3
    
    
    $
    7.8
    
    
    $
    37.0
    
    
    $
    
    
    
    $
    46.1Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (11.4
    )
    
    
    (34.3
    )
    
    
    
    
    
    
    (45.7
    )Proceeds from properties sold
    
    
    
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    
    
    
    
    0.6Proceeds from acquisitions including cash
Acquired
    
    
    
    
    
    
    
    
    
    
    17.0
    
    
    
    
    
    
    
    17.0Acquisitions, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (5.9
    )
    
    
    
    
    
    
    (5.9
    )Intercompany accounts
    
    
    (5.2
    )
    
    
    
    
    
    
    
    
    
    
    5.2
    
    
    
    Other, net
    
    
    
    
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.7Net cash flows of investing activities
    
    
    (5.2
    )
    
    
    (9.6
    )
    
    
    (22.7
    )
    
    
    5.2
    
    
    
    (32.3
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Excess tax benefits from stock-based
compensation
    
    
    9.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.3Intercompany accounts
    
    
    
    
    
    
    (3.9
    )
    
    
    9.1
    
    
    
    (5.2
    )
    
    
    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
    
    
    
    
    
    
    (0.5
    )
    
    
    23.3
    
    
    
    
    
    
    
    22.8Proceeds from exercise of stock options
    
    
    5.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.2Net cash flows of financing activities
    
    
    32.0
    
    
    
    (4.4
    )
    
    
    32.4
    
    
    
    (5.2
    )
    
    
    54.8Effect of exchange rate changes on cash and
cash equivalents
    
    
    
    
    
    
    
    
    
    
    3.3
    
    
    
    
    
    
    
    3.3Increase (decrease) in cash and cash
equivalents
    
    
    28.1
    
    
    
    (6.2
    )
    
    
    50.0
    
    
    
    
    
    
    
    71.9Cash and cash equivalents  beginning of
period
    
    
    197.7
    
    
    
    8.8
    
    
    
    104.0
    
    
    
    
    
    
    
    310.5Cash and cash equivalents  end of period
    
    $
    225.8
    
    
    $
    2.6
    
    
    $
    154.0
    
    
    $
    
    
    
    $
    382.4
 20. Subsequent Events
  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 Ended
    
    
    Six Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007
    
    
    June 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    628.6
    
    
    
    36
    %
    
    $
    615.2
    
    
    
    53
    %
    
    $
    1,169.3
    
    
    
    35
    %
    
    $
    1,160.3
    
    
    
    53
    %Europe and North Africa
    
    
    600.3
    
    
    
    34
    %
    
    
    506.7
    
    
    
    43
    %
    
    
    1,153.6
    
    
    
    35
    %
    
    
    932.7
    
    
    
    43
    %ROW
    
    
    513.9
    
    
    
    30
    %
    
    
    50.6
    
    
    
    4
    %
    
    
    988.3
    
    
    
    30
    %
    
    
    88.7
    
    
    
    4
    %Total net sales
    
    $
    1,742.8
    
    
    
    100
    %
    
    $
    1,172.551
    
    
    
    100
    %
    
    $
    3,311.2
    
    
    
    100
    %
    
    $
    2,181.7
    
    
    
    100
    %Operating income:North America
    
    $
    32.5
    
    
    
    25
    %
    
    $
    56.7
    
    
    
    55
    %
    
    $
    63.7
    
    
    
    26
    %
    
    $
    103.5
    
    
    
    53
    %Europe and North Africa
    
    
    49.1
    
    
    
    38
    %
    
    
    42.3
    
    
    
    41
    %
    
    
    98.2
    
    
    
    40
    %
    
    
    81.6
    
    
    
    42
    %ROW
    
    
    49.0
    
    
    
    37
    %
    
    
    4.0
    
    
    
    4
    %
    
    
    84.0
    
    
    
    34
    %
    
    
    9.0
    
    
    
    5
    %Total operating income
    
    $
    130.6
    
    
    
    100
    %
    
    $
    103.0
    
    
    
    100
    %
    
    $
    245.9
    
    
    
    100
    %
    
    $
    194.1
    
    
    
    100
    %
   34




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##### Table of Contents



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




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##### Table of Contents



Acquisitions and Divestitures
      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)
 36




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##### Table of Contents



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
 Results of Operations
  Three Fiscal Months Ended
    
    Six Fiscal Months EndedJune 27, 2008
    
    June 29, 2007
    
    June 27, 2008
    
    June 29, 2007Amount
    
    %
    
    Amount
    
    %
    
    Amount
    
    %
    
    Amount
    
    %Net sales
    
    $
    1,742.8
    
    
    
    100.0
    %
    
    $
    1,172.5
    
    
    
    100.0
    %
    
    $
    3,311.2
    
    
    
    100.0
    %
    
    $
    2,181.7
    
    
    
    100.0
    %Cost of sales
    
    
    1,515.5
    
    
    
    87.0
    %
    
    
    999.4
    
    
    
    85.2
    %
    
    
    2,871.2
    
    
    
    86.7
    %
    
    
    1,848.8
    
    
    
    84.7
    %Gross profit
    
    
    227.3
    
    
    
    13.0
    %
    
    
    173.1
    
    
    
    14.8
    %
    
    
    440.0
    
    
    
    13.3
    %
    
    
    332.9
    
    
    
    15.3
    %Selling, general and
administrative expenses
    
    
    96.7
    
    
    
    5.5
    %
    
    
    70.1
    
    
    
    6.0
    %
    
    
    194.1
    
    
    
    5.9
    %
    
    
    138.8
    
    
    
    6.4
    %Operating income
    
    
    130.6
    
    
    
    7.5
    %
    
    
    103.0
    
    
    
    8.8
    %
    
    
    245.9
    
    
    
    7.4
    %
    
    
    194.1
    
    
    
    8.9
    %Other income (expense)
    
    
    (1.8
    )
    
    
    (0.1
    )%
    
    
    (1.5
    )
    
    
    (0.1
    )%
    
    
    (0.4
    )
    
    
    
    %
    
    
    (1.5
    )
    
    
    (0.1
    )%Interest expense, net
    
    
    (12.7
    )
    
    
    (0.7
    )%
    
    
    (6.7
    )
    
    
    (0.6
    )%
    
    
    (24.9
    )
    
    
    (0.8
    )%
    
    
    (12.6
    )
    
    
    (0.6
    )%Loss on extinguishment of
debt
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    
    
    
    
    
    %
    
    
    (25.1
    )
    
    
    (1.2
    )%Income before income taxes
    
    
    116.1
    
    
    
    6.7
    %
    
    
    94.8
    
    
    
    8.1
    %
    
    
    220.6
    
    
    
    6.7
    %
    
    
    154.9
    
    
    
    7.1
    %Income tax provision
    
    
    (38.9
    )
    
    
    (2.2
    )%
    
    
    (31.9
    )
    
    
    (2.7
    )%
    
    
    (75.0
    )
    
    
    (2.3
    )%
    
    
    (54.1
    )
    
    
    (2.5
    )%Minority interest in
consolidated subsidiaries
    
    
    (3.2
    )
    
    
    (0.2
    )%
    
    
    
    
    
    
    
    %
    
    
    (6.8
    )
    
    
    (0.2
    )%
    
    
    
    
    
    
    -
    %Equity in net earnings of
affiliated companies
    
    
    1.7
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    %
    
    
    2.8
    
    
    
    0.1
    %
    
    
    
    
    
    
    -
    %Net income
    
    
    75.7
    
    
    
    4.3
    %
    
    
    62.9
    
    
    
    5.4
    %
    
    
    141.6
    
    
    
    4.3
    %
    
    
    100.8
    
    
    
    4.6
    %Less: preferred stock
dividends
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.1
    )
    
    
    
    %
    
    
    (0.2
    )
    
    
    
    %
    
    
    (0.2
    )
    
    
    
    %Net income applicable to
common shareholders
    
    $
    75.6
    
    
    
    4.43
    %
    
    $
    62.8
    
    
    
    5.4
    %
    
    $
    141.4
    
    
    
    4.3
    %
    
    $
    100.6
    
    
    
    4.6
    %
 37




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##### Table of Contents



Three Fiscal Months Ended June 27, 2008 Compared with Three Fiscal Months Ended June 29, 2007
  Net Sales
  Net SalesThree Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    628.6
    
    
    
    36
    %
    
    $
    615.2
    
    
    
    53
    %Europe and North Africa
    
    
    600.3
    
    
    
    34
    %
    
    
    506.7
    
    
    
    43
    %ROW
    
    
    513.9
    
    
    
    30
    %
    
    
    50.6
    
    
    
    4
    %Total net sales
    
    $
    1,742.8
    
    
    
    100
    %
    
    $
    1,172.5
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    628.6
    
    
    
    36
    %
    
    $
    646.2
    
    
    
    54
    %Europe and North Africa
    
    
    600.3
    
    
    
    34
    %
    
    
    530.4
    
    
    
    42
    %ROW
    
    
    513.9
    
    
    
    30
    %
    
    
    52.9
    
    
    
    4
    %Total metal-adjusted net sales
    
    $
    1,742.8
    
    
    
    100
    %
    
    $
    1,229.5
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (57.0
    )Total net sales
    
    $
    1,742.8
    
    
    
    
    
    
    $
    1,172.5
 Metal Pounds SoldThree Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    102.8
    
    
    
    35
    %
    
    
    111.4
    
    
    
    54
    %Europe and North Africa
    
    
    85.7
    
    
    
    29
    %
    
    
    90.1
    
    
    
    43
    %ROW
    
    
    104.7
    
    
    
    36
    %
    
    
    7.2
    
    
    
    3
    %Total metal pounds sold
    
    
    293.2
    
    
    
    100
    %
    
    
    208.7
    
    
    
    100
    %
  38




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##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
 39




---



##### Table of Contents



Operating Income
  Operating IncomeThree Fiscal Months Ended,June 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    32.5
    
    
    
    25
    %
    
    $
    56.7
    
    
    
    51
    %Europe and North Africa
    
    
    49.1
    
    
    
    38
    %
    
    
    42.3
    
    
    
    45
    %ROW
    
    
    49.0
    
    
    
    37
    %
    
    
    4.0
    
    
    
    4
    %Total operating income
    
    $
    130.6
    
    
    
    100
    %
    
    $
    103.0
    
    
    
    100
    %
     Other Income (Expense)
  Interest Expense
  40




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##### Table of Contents



Tax Provision
  Preferred Stock Dividends
  Six Fiscal Months Ended June 27, 2008 Compared with Six Fiscal Months Ended June 29, 2007
  Net Sales
  Net SalesThree Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    1,169.3
    
    
    
    35
    %
    
    $
    1,160.3
    
    
    
    53
    %Europe and North Africa
    
    
    1,153.6
    
    
    
    35
    %
    
    
    932.7
    
    
    
    43
    %ROW
    
    
    988.3
    
    
    
    30
    %
    
    
    88.7
    
    
    
    4
    %Total net sales
    
    $
    3,311.2
    
    
    
    100
    %
    
    $
    2,181.7
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    1,169.3
    
    
    
    35
    %
    
    $
    1,245.5
    
    
    
    53
    %Europe and North Africa
    
    
    1,153.6
    
    
    
    35
    %
    
    
    996.0
    
    
    
    43
    %ROW
    
    
    988.3
    
    
    
    30
    %
    
    
    94.9
    
    
    
    4
    %Total metal-adjusted net sales
    
    $
    3,311.2
    
    
    
    100
    %
    
    $
    2,337.4
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    (155.7
    )Total net sales
    
    $
    3,311.2
    
    
    
    
    
    
    $
    2,181.7
 Metal Pounds SoldThree Fiscal Months EndedJune 27, 2008
    
    
    June 29, 2007Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    195.1
    
    
    
    34
    %
    
    
    219.1
    
    
    
    54
    %Europe and North Africa
    
    
    172.6
    
    
    
    30
    %
    
    
    174.6
    
    
    
    43
    %ROW
    
    
    202.8
    
    
    
    36
    %
    
    
    12.7
    
    
    
    3
    %Total metal pounds sold
    
    
    570.5
    
    
    
    100
    %
    
    
    406.4
    
    
    
    100
    %
 41




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##### Table of Contents



42




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##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeSix Fiscal Months Ended,June 27, 2008
    
    
    June 29, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    63.7
    
    
    
    26
    %
    
    $
    103.5
    
    
    
    51
    %Europe and North Africa
    
    
    98.2
    
    
    
    40
    %
    
    
    81.6
    
    
    
    43
    %ROW
    
    
    84.0
    
    
    
    34
    %
    
    
    9.0
    
    
    
    6
    %Total operating income
    
    $
    245.9
    
    
    
    100
    %
    
    $
    194.1
    
    
    
    100
    %
     43




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##### Table of Contents



Other Income (Expense)
  Interest Expense
  Loss on Extinguishment of Debt
  Tax Provision
  Preferred Stock Dividends
  Liquidity and Capital Resources
   Summary of Cash Flows
  44




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##### Table of Contents



Debt and Other Contractual Obligations
     45




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##### 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)
    
    $
    1,684.2
    
    
    $
    702.0
    
    
    $
    140.1
    
    
    $
    508.1
    
    
    $
    334.0Capital leases
    
    
    2.9
    
    
    
    1.1
    
    
    
    1.8
    
    
    
    
    
    
    
    Interest payments on 7.125% Senior Notes
    
    
    149.6
    
    
    
    14.2
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    78.4Interest payments on Senior Floating Rate Notes
    
    
    53.2
    
    
    
    6.3
    
    
    
    12.7
    
    
    
    12.7
    
    
    
    21.5Interest payments on 0.875% Senior Convertible
Notes
    
    
    20.2
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    4.7Interest on Spanish Term Loan
    
    
    20.5
    
    
    
    4.1
    
    
    
    8.2
    
    
    
    8.2
    
    
    
    Interest payments on 1.00% Senior Convertible
Notes
    
    
    23.8
    
    
    
    4.8
    
    
    
    9.5
    
    
    
    9.5
    
    
    
    Operating leases
    
    
    29.9
    
    
    
    7.1
    
    
    
    12.3
    
    
    
    6.0
    
    
    
    4.5Defined benefit pension obligations(2)
    
    
    6.8
    
    
    
    6.8
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    11.9
    
    
    
    1.6
    
    
    
    3.2
    
    
    
    2.6
    
    
    
    4.5Commodity futures and forward pricing
agreements(3)
    
    
    413.2
    
    
    
    404.2
    
    
    
    9.0
    
    
    
    
    
    
    
    Foreign currency contracts(3)
    
    
    501.5
    
    
    
    446.8
    
    
    
    54.7
    
    
    
    
    
    
    
    FIN 48 obligations, including interest and
penalties(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Statutory severance programs(5)
    
    
    2.2
    
    
    
    0.6
    
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.9Total
    
    $
    2,919.9
    
    
    $
    1,602.7
    
    
    $
    286.5
    
    
    $
    582.2
    
    
    $
    448.5
 
 (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 $68.3 million have not been reflected in the above table due
to the inherent uncertainty as to the amount and timing of settlement, which is contingent
upon the occurrence of possible future events, such as examinations and determinations by
various tax authorities.(5)
    
    All statutory severance benefits for employees in Venezuela of $0.5 million have
been included in Less than 1 Year as amounts due beyond one year are not determinable. 47




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##### Table of Contents



Off Balance Sheet Assets and Obligations
  
   Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   48




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June 29, 2007
    
    
    December 31, 2007Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    9.0
    
    
    $
    (0.5
    )
    
    $
    9.0
    
    
    $
    (0.5
    )Commodity futures
    
    
    267.6
    
    
    
    13.4
    
    
    
    297.7
    
    
    
    (18.8
    )Foreign currency forward exchange
    
    
    501.5
    
    
    
    18.1
    
    
    
    380.5
    
    
    
    8.2$
    31.0
    
    
    
    
    
    
    $
    (11.1
    )
 Other Forward Pricing Agreements
  
 ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 Disclosure Controls and Procedures
 .
 .
   49




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##### 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
 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
  50




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##### Table of Contents



a)
    
    Election of Directors:
 For
    
    WithheldGregory B. Kenny
    
    
    41,311,569
    
    
    
    2,068,129Robert L. Smialek
    
    
    41,420,394
    
    
    
    1,959,304
  b)
    
    Ratification of the appointment of Deloitte & Touche LLP, an independent
registered public accounting firm, to audit General Cables 2008 consolidated
financial statements and internal control over financial reporting. Votes for -
43,207,345; Votes against  161,717; and Abstentions  10,365c)
    
    Approval of the General Cable Corporation 2008 Annual Incentive Plan.
Votes for  42,468,447;
Votes against  889,264; and Abstentions  21,988
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
   4.1
    
    Automatic shelf registration statement of $475.0 million in
aggregate principal amount of 1.00% Senior Convertible Notes due 2012
incorporated by reference to Form S-3ASR filed on April 16, 20084.2
    
    Second Supplemental Indenture, among the Company, the Additional
Guarantor, the other Guarantors and the Trustee incorporated by reference to
Exhibits 4.1, 4.2 and 4.3 to Form 8-K as filed on April 18, 20084.3
    
    Registration Statement of additional Common Stock shares under the
Deferred Compensation Plan (incorporated by reference to Form S-8 filed on June
30, 2008)4.4
    
    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
    
    Joinder Agreement, between the Additional Guarantor and GE
Financial incorporated by reference to Exhibit 10.1 to
Form 8-K as filed on April 18, 200810.2
    
    Pro forma financial information and PDIC audited financial
statements are incorporated by reference to Current Report on Form 8-K on
November 1, 2007, amended on January 14, 2008 and April 18, 2008**10.3
    
    General Cable 2008 Annual Incentive Plan (incorporated by reference to Exhibit
10.1 to the Form 8-K filed on May 16, 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




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##### Table of Contents



Signature
  General Cable CorporationSigned:  August 6, 2008
    By:
    /s/ BRIAN J. ROBINSONBrian J. RobinsonExecutive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting Officer) 52




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##### Table of Contents



Exhibit Index
 4.1
    
    Automatic shelf registration statement of $475.0 million in
aggregate principal amount of 1.00% Senior Convertible Notes due 2012
incorporated by reference to Form S-3ASR filed on April 16, 20084.2
    
    Second Supplemental Indenture, among the Company, the Additional
Guarantor, the other Guarantors and the Trustee incorporated by reference to
Exhibits 4.1, 4.2 and 4.3 to Form 8-K as filed on April 18, 20084.3
    
    Registration Statement of additional Common Stock shares under the
Deferred Compensation Plan (incorporated by reference to Form S-8 filed on June
30, 2008)4.4
    
    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
    
    Joinder Agreement, between the Additional Guarantor and GE
Financial incorporated by reference to Exhibit 10.1 to
Form 8-K as filed on April 18, 200810.2
    
    Pro forma financial information and PDIC audited financial
statements are incorporated by reference to Current Report on Form 8-K on
November 1, 2007, amended on January 14, 2008 and April 18, 2008**10.3
    
    General Cable 2008 Annual Incentive Plan (incorporated by reference to Exhibit
10.1 to the Form 8-K filed on May 16, 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