##### 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 July 3, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 1-12983
 GENERAL CABLE CORPORATION
  Delaware
    
    06-1398235(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4 Tesseneer DriveHighland Heights, KY
    
    41076-9753(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (859) 572-8000
 þ o
 Yes o No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at August 5, 2008Common Stock, $0.01 per value
    
    51,976,537




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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 July 3, 2009
and June 27, 2008
    
    
    3Balance Sheets 
July 3, 2009 and December 31, 2008
    
    
    4Statements of Cash Flows 
For the six fiscal months ended July 3, 2009 and June 27, 2008
    
    
    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
    
    
    46Item 4. Controls and Procedures
    
    
    47PART II Other InformationItem 1. Legal Proceedings
    
    
    47Item 1A. Risk Factors
    
    
    47Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    48Item 3. Defaults Upon Senior Securities
    
    
    48Item 4. Submission of Matters to a Vote of Security Holders
    
    
    48Item 5. Other Information
    
    
    48Item 6. Exhibits
    
    
    48Signature
    
    
    49Exhibit Index
    
    
    50Exhibit 12.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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PART I. FINANCIAL STATEMENTS
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations  (in millions, except per share data)
 (unaudited)
 Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    1,133.1
    
    
    $
    1,742.8
    
    
    $
    2,174.4
    
    
    $
    3,311.2Cost of sales
    
    
    956.4
    
    
    
    1,515.5
    
    
    
    1,810.2
    
    
    
    2,871.2Gross profit
    
    
    176.7
    
    
    
    227.3
    
    
    
    364.2
    
    
    
    440.0Selling, general and administrative expenses
    
    
    81.7
    
    
    
    96.7
    
    
    
    176.7
    
    
    
    194.1Operating income
    
    
    95.0
    
    
    
    130.6
    
    
    
    187.5
    
    
    
    245.9Other income (expense)
    
    
    6.6
    
    
    
    (1.8
    )
    
    
    10.1
    
    
    
    (0.4
    )Interest income (expense):Interest expense
    
    
    (22.1
    )
    
    
    (25.1
    )
    
    
    (44.6
    )
    
    
    (48.8
    )Interest income
    
    
    0.6
    
    
    
    3.5
    
    
    
    1.8
    
    
    
    6.3(21.5
    )
    
    
    (21.6
    )
    
    
    (42.8
    )
    
    
    (42.5
    )Income before income taxes
    
    
    80.1
    
    
    
    107.2
    
    
    
    154.8
    
    
    
    203.0Income tax provision
    
    
    (24.5
    )
    
    
    (37.0
    )
    
    
    (49.5
    )
    
    
    (71.2
    )Equity in earnings of affiliated companies
    
    
    0.2
    
    
    
    1.7
    
    
    
    0.3
    
    
    
    2.8Net income including noncontrolling interest
    
    
    55.8
    
    
    
    71.9
    
    
    
    105.6
    
    
    
    134.6Less: preferred stock dividends
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2Less: net income attributable to noncontrolling interest
    
    
    2.8
    
    
    
    3.2
    
    
    
    4.2
    
    
    
    6.8Net income attributable to Company common shareholders
    
    $
    52.9
    
    
    $
    68.6
    
    
    $
    101.2
    
    
    $
    127.6Earnings per shareEarnings per common share-basic
    
    $
    1.02
    
    
    $
    1.30
    
    
    $
    1.95
    
    
    $
    2.42Weighted average common shares-basic
    
    
    52.0
    
    
    
    52.8
    
    
    
    51.9
    
    
    
    52.7Earnings per common share-assuming dilution
    
    $
    1.00
    
    
    $
    1.24
    
    
    $
    1.92
    
    
    $
    2.32Weighted average common shares-assuming dilution
    
    
    52.8
    
    
    
    55.4
    
    
    
    52.8
    
    
    
    55.0
   3




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets  (in millions, except share data)
 (unaudited)
 July 3,
    
    
    December 31,2009
    
    
    2008AssetsCurrent Assets:Cash and cash equivalents
    
    $
    301.3
    
    
    $
    282.6Receivables, net of allowances of $24.1 million at July 3, 2009 and
$19.3 million at December 31, 2008
    
    
    980.6
    
    
    
    1,032.0Inventories
    
    
    975.5
    
    
    
    953.2Deferred income taxes
    
    
    118.1
    
    
    
    132.3Prepaid expenses and other
    
    
    78.3
    
    
    
    71.5Total current assets
    
    
    2,453.8
    
    
    
    2,471.6Property, plant and equipment, net
    
    
    971.1
    
    
    
    880.9Deferred income taxes
    
    
    14.1
    
    
    
    56.0Goodwill
    
    
    150.0
    
    
    
    171.9Intangible assets, net
    
    
    199.4
    
    
    
    201.8Unconsolidated affiliated companies
    
    
    8.1
    
    
    
    7.5Other non-current assets
    
    
    45.4
    
    
    
    46.7Total assets
    
    $
    3,841.9
    
    
    $
    3,836.4Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    680.8
    
    
    $
    757.2Accrued liabilities
    
    
    344.8
    
    
    
    423.3Current portion of long-term debt
    
    
    179.0
    
    
    
    230.5Total current liabilities
    
    
    1,204.6
    
    
    
    1,411.0Long-term debt
    
    
    1,074.1
    
    
    
    1,023.5Deferred income taxes
    
    
    118.5
    
    
    
    133.6Other liabilities
    
    
    260.0
    
    
    
    276.2Total liabilities
    
    
    2,657.2
    
    
    
    2,844.3Commitments and Contingencies (Note 16)Shareholders Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share):July 3, 2009 - 76,202 outstanding sharesDecember 31, 2008 - 76,233 shares outstanding
    
    
    3.8
    
    
    
    3.8Common stock, $0.01 par value, issued and outstanding shares:July 3, 2009 - 51,981,549 (net of 6,148,591 treasury shares)December 31, 2008 - 51,775,200 (net of 6,177,498 treasury
shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    493.0
    
    
    
    486.6Treasury stock
    
    
    (73.3
    )
    
    
    (71.9
    )Retained earnings
    
    
    699.2
    
    
    
    597.9Accumulated other comprehensive income (loss)
    
    
    (73.0
    )
    
    
    (146.0
    )Total Company shareholders equity
    
    
    1,050.3
    
    
    
    871.0Noncontrolling interest
    
    
    134.4
    
    
    
    121.1Total equity
    
    
    1,184.7
    
    
    
    992.1Total liabilities and equity
    
    $
    3,841.9
    
    
    $
    3,836.4
   4




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GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows  (in millions)
 (unaudited)
 Six Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Cash flows of operating activities:Net income including noncontrolling interest
    
    $
    105.6
    
    
    $
    134.6Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    51.0
    
    
    
    48.4Foreign currency exchange (gain) loss
    
    
    (10.1
    )
    
    
    0.4Deferred income taxes
    
    
    16.9
    
    
    
    (5.5
    )Excess tax benefits from stock-based compensation
    
    
    (0.7
    )
    
    
    (6.8
    )Changes in inventory provision
    
    
    (14.6
    )
    
    
    (4.3
    )Convertible debt instruments noncash interest charges
    
    
    19.4
    
    
    
    17.6Loss on disposal of property
    
    
    2.6
    
    
    
    5.2Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:(Increase) decrease in receivables
    
    
    62.9
    
    
    
    (323.2
    )(Increase) decrease in inventories
    
    
    12.3
    
    
    
    (90.9
    )(Increase) decrease in other assets
    
    
    0.2
    
    
    
    (0.8
    )Increase (decrease) in accounts payable, accrued and
other liabilities
    
    
    (109.2
    )
    
    
    165.2Net cash flows of operating activities
    
    
    136.3
    
    
    
    (60.1
    )Cash flows of investing activities:Capital expenditures
    
    
    (87.1
    )
    
    
    (93.0
    )Proceeds from properties sold
    
    
    0.8
    
    
    
    3.6Acquisitions, net of cash acquired
    
    
    
    
    
    
    (36.2
    )Other, net
    
    
    1.4
    
    
    
    (0.5
    )Net cash flows of investing activities
    
    
    (84.9
    )
    
    
    (126.1
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.2
    )
    
    
    (0.2
    )Excess tax benefits from stock-based compensation
    
    
    0.7
    
    
    
    6.8Proceeds from revolving credit borrowings
    
    
    91.4
    
    
    
    93.3Repayments of revolving credit borrowings
    
    
    (80.8
    )
    
    
    (47.3
    )Proceeds (repayments) of other debt, net
    
    
    (40.5
    )
    
    
    202.9Proceeds from exercise of stock options
    
    
    0.4
    
    
    
    2.3Net cash flows of financing activities
    
    
    (29.0
    )
    
    
    257.8Effect of exchange rate changes on cash and cash equivalents
    
    
    (3.7
    )
    
    
    14.1Increase in cash and cash equivalents
    
    
    18.7
    
    
    
    85.7Cash and cash equivalents  beginning of period
    
    
    282.6
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    301.3
    
    
    $
    411.4Supplemental InformationCash paid during the period for:Income tax payments (refunds), net
    
    $
    (17.2
    )
    
    $
    31.6Interest paid
    
    $
    23.4
    
    
    $
    20.1Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    3.2
    
    
    $
    2.6
   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
  Noncontrolling Interests in Consolidated Financial Statements, Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement).
  2. New Accounting Standards
   
    
    The Company adopted Statement of Financial Accounting Standard (SFAS) No. 161,
Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB
Statement No. 133as discussed in Note 8 of the condensed consolidated financial statements.
SFAS No. 161 requires qualitative disclosures about the Companys objectives and strategies
for using derivatives, quantitative disclosures about the fair value of gains and losses on
derivative instruments and disclosures about credit-risk-related contingent features in
derivative agreements.
 
    
    The Company adopted FASB Staff Position (FSP) SFAS No. 157-2 which had no impact on the
Companys condensed consolidated balance sheet, statement of operations or cash flows. As
discussed below in Note 18, FSP SFAS No. 157-2 partially delayed the effective date of SFAS
No. 157 Fair Value Measurementsfor non-financial
assets and non-financial liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis.
  6




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##### Table of Contents




    
    The Company adopted SFAS No. 141 (revised 2007), Business Combinationswhich had no
impact on the Companys condensed consolidated balance sheet, statement of operations or
cash flows. SFAS No. 141 (revised 2007) requires an acquirer to measure the identifiable
assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at
their fair values on the acquisition date, with goodwill being the excess value over the net
identifiable assets acquired. This standard also requires the fair value measurement of
certain other assets and liabilities related to the acquisition such as contingencies and
research and development.
 
    
    The Company adopted SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements.SFAS No. 160 established new standards governing the accounting for and
reporting of noncontrolling interests (NCIs) in partially owned consolidated subsidiaries
and the loss of control of subsidiaries. Certain provisions of this standard indicate, among
other things, that NCIs (previously referred to as minority interests) be treated as a
separate component of equity and that increases and decreases in the parents ownership
interest that leave control intact be treated as equity transactions, rather than as step
acquisitions or dilution gains or losses; and that losses of a partially owned consolidated
subsidiary be allocated to the NCI even when such allocation might result in a deficit
balance. Consolidated net income should include the net income for both the parent and the
noncontrolling interest with disclosure of both amounts on the consolidated statement of
operations. SFAS No. 160 also requires that a retained noncontrolling interest upon the
deconsolidation of a subsidiary be initially measured at its fair value. SFAS No. 160 is to
be applied prospectively as of the beginning of the fiscal year in which it is initially
adopted, except for the presentation and disclosure requirements which are to be applied
retrospectively for all periods presented. As a result, the condensed consolidated balance
sheet has been adjusted to reflect the reclassification of noncontrolling interest to
equity, the condensed consolidated statement of operations has been adjusted to include the
net income attributable to the noncontrolling interest and the disclosure of condensed
consolidated comprehensive income, in Note 11, has been adjusted to include comprehensive
income attributable to the noncontrolling interest.
 
    
    The Company adopted FSP EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities. The FSP specifies that all
outstanding unvested share-based payment awards that contain rights to non-forfeitable
dividends shall be considered participating securities in undistributed earnings along with
common shareholders. As a result, the Company retrospectively applied the two-class method
of computing basic and diluted earnings per share resulting in a decrease in earnings per
share  basic of $0.04 and $0.07 for the three and six months ended June 27, 2008,
respectively. Historically and for the three and six fiscal months ended July 3, 2009 and
June 27, 2008, the Company did not declare, pay or otherwise accrue a dividend payable to
the holders of the Companys common stock or holders of unvested share-based payment awards
(restricted stock). The adoption of FSP EITF 03-6-1 had no impact on the Companys
earnings per common share  assuming dilution computation. For additional information see
Note 14 of the consolidated financial statements.
 
    
    The Company adopted FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be
Settled in Cash Upon Conversion (including Partial Cash Settlement)as discussed in Note 7
of the condensed consolidated financial statements. The FSP specifies that when issuers of
convertible debt instruments recognize interest cost, they should separately account for the
liability and equity components of the instrument in a manner that will reflect the entitys
non-convertible debt borrowing rate on the instruments issuance date. As a result, the
Companys condensed consolidated balance sheet, statement of operations and cash flows have
been adjusted for all periods presented in accordance with the retrospective application of
the FSP. As of July 3, 2009, the Companys condensed consolidated balance sheet has been
adjusted to reflect the reduction in the carrying value of the Companys senior convertible
notes of approximately $172.9 million, the increase in additional paid-in capital of
approximately $198.2 million and net deferred taxes of approximately $32.8 million.
Transaction costs of approximately $21.7 million directly related to the issuance of the
Companys convertible debt instruments have been allocated to the liability and equity
components in proportion to the allocation of proceeds and accounted for as $13.3 million of
debt issuance costs and $8.4 million of equity issuance costs. As a result of the
retrospective application, certain amounts in the Companys 2008 consolidated balance sheet
were changed and are presented below:
  7




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December 31, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedPrepaid expenses and other
    
    $
    77.6
    
    
    $
    (6.1
    )
    
    $
    71.5Deferred income taxes
    
    
    53.9
    
    
    
    2.1
    
    
    
    56.0Total assets
    
    $
    3,840.4
    
    
    
    (4.0
    )
    
    $
    3,836.4Long-term debt
    
    $
    1,216.1
    
    
    
    (192.6
    )
    
    $
    1,023.5Deferred income taxes
    
    
    96.4
    
    
    
    37.2
    
    
    
    133.6Total liabilities
    
    $
    2,999.7
    
    
    
    (155.4
    )
    
    $
    2,844.3Additional paid-in capital
    
    $
    288.4
    
    
    
    198.2
    
    
    $
    486.6Retained earnings
    
    
    644.7
    
    
    
    (46.8
    )
    
    
    597.9Total liabilities and equity
    
    $
    3,840.4
    
    
    
    (4.0
    )
    
    $
    3,836.4
 For the three and six fiscal months ended July 3, 2009, the Companys condensed consolidated
statement of operations reflects the impact of incremental pre-tax noncash interest expense
of approximately $10.0 million and $19.4 million, respectively. For the three and six
fiscal months ended July 3, 2009, the Companys condensed consolidated statement of
operations includes amortization expense related to debt issuance costs of approximately
$0.6 million and $1.2 million. As a result of the retrospective application, certain
amounts in the Companys 2008 condensed consolidated statement of operations were changed
and are presented below for the three and six fiscal months ended June 27, 2008:
 Three fiscal months ended June 27, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedInterest expense
    
    $
    16.2
    
    
    $
    8.9
    
    
    $
    25.1Income tax provision (benefit)
    
    
    38.9
    
    
    
    (1.9
    )
    
    
    37.0Net income attributable to Company common shareholders
    
    $
    75.6
    
    
    
    (7.0
    )
    
    $
    68.6
 Six fiscal months ended June 27, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedInterest expense
    
    $
    31.2
    
    
    $
    17.6
    
    
    $
    48.8Income tax provision (benefit)
    
    
    75.0
    
    
    
    (3.8
    )
    
    
    71.2Net income attributable to
Company common shareholders
    
    $
    141.4
    
    
    
    (13.8
    )
    
    $
    127.6
 
    
    The Company adopted Emerging Issues Task Force Issue (EITF) 07-5 Determining whether an
Instrument (or Embedded Feature) is Indexed to an Entitys Own Stockas discussed in Note 7
of the condensed consolidated financial statements. Paragraph 11(a) of SFAS No 133
Accounting for Derivatives and Hedging Activitiesspecifies that a contract that would
otherwise meet the definition of a derivative but is both (a) indexed to the Companys own
stock and (b) classified in stockholders equity in the statement of financial position
would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step
model to be applied in determining whether a financial instrument or an embedded feature is
indexed to an issuers own stock and thus able to qualify for the SFAS 133 paragraph 11(a)
scope exception. This standard was applied to the embedded conversion options contained in
the Companys two convertible debt instruments. The Company determined that the embedded
conversion option is indexed to the Companys own stock and classified in shareholders
equity, thereby qualifying for the SFAS 133 paragraph 11(a) scope exception.
 3. Acquisitions and Divestitures
   8




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##### Table of Contents



4. Inventories
   July 3,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    184.1
    
    
    $
    197.4Work in process
    
    
    153.8
    
    
    
    168.9Finished goods
    
    
    637.6
    
    
    
    586.9Total
    
    $
    975.5
    
    
    $
    953.2
   5. Property, Plant and Equipment
   9




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July 3,
    
    
    December 31,2009
    
    
    2008Land
    
    $
    98.5
    
    
    $
    93.1Buildings and leasehold improvements
    
    
    271.2
    
    
    
    214.7Machinery, equipment and office furnishings
    
    
    894.7
    
    
    
    783.3Construction in progress
    
    
    81.6
    
    
    
    121.0Total  gross book value
    
    
    1,346.0
    
    
    
    1,212.1Less accumulated depreciation
    
    
    (374.9
    )
    
    
    (331.2
    )Total  net book value
    
    $
    971.1
    
    
    $
    880.9
   6. Goodwill and Other Intangible Assets
   Goodwill
    
    
    Indefinite-lived assets - Trade namesNorth
    
    
    Europe and
    
    
    
    
    
    
    
    
    
    

     North
    
    
    Europe andAmerica
    
    

North Africa
    
    
    ROW
    
    
    Total
    
    
    America
    
    

North Africa
    
    
    ROW
    
    
    TotalBalance at December 31,
2008
    
    $
    0.8
    
    
    $
    22.9
    
    
    $
    148.2
    
    
    $
    171.9
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    122.6
    
    
    $
    123.1Acquisitions
    
    
    
    
    
    
    (22.1
    )
    
    
    0.6
    
    
    
    (21.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Currency translation and
other adjustments
    
    
    
    
    
    
    (0.8
    )
    
    
    0.4
    
    
    
    (0.4
    )
    
    
    
    
    
    
    
    
    
    
    3.3
    
    
    
    3.3Balance at July 3, 2009
    
    $
    0.8
    
    
    $
    
    
    
    $
    149.2
    
    
    $
    150.0
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    125.9
    
    
    $
    126.4
   10




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##### Table of Contents



July 3,
    
    
    December 31,2009
    
    
    2008Amortized intangible assets:Customer relationships
    
    $
    106.4
    
    
    $
    106.4Accumulated amortization
    
    
    (27.0
    )
    
    
    (19.1
    )Foreign currency translation adjustment
    
    
    (6.4
    )
    
    
    (8.6
    )Total Amortized intangible assets
    
    $
    73.0
    
    
    $
    78.7
  7. Long-Term Debt
  July 3,
    
    
    December 31,2009
    
    
    20081.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.0Debt discount on 1.00% Senior Convertible Notes due 2012
    
    
    (87.6
    )
    
    
    (99.3
    )0.875% Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.0Debt discount on 0.875% Convertible Notes due 2013
    
    
    (85.3
    )
    
    
    (93.3
    )7.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0PDIC credit facilities
    
    
    71.1
    
    
    
    71.5Spanish Term Loan
    
    
    57.0
    
    
    
    64.1Silec credit facilities
    
    
    49.4
    
    
    
    84.9Amended credit facility
    
    
    10.6
    
    
    
    Other
    
    
    82.9
    
    
    
    71.1Total debt
    
    
    1,253.1
    
    
    
    1,254.0Less current maturities
    
    
    179.0
    
    
    
    230.5Long-term debt
    
    $
    1,074.1
    
    
    $
    1,023.5Weighted average interest rates on the above outstanding
balances were as follows:1.00% Senior Convertible Notes due 2012
    
    
    7.5
    %
    
    
    7.5
    %0.875% Convertible Notes due 2013
    
    
    7.35
    %
    
    
    7.35
    %7.125% Senior Notes due 2017
    
    
    7.125
    %
    
    
    7.125
    %Senior Floating Rate Notes
    
    
    2.9
    %
    
    
    6.3
    %PDIC credit facilities
    
    
    3.0
    %
    
    
    5.3
    %Spanish Term Loan
    
    
    4.4
    %
    
    
    4.4
    %Silec credit facilities
    
    
    2.6
    %
    
    
    4.4
    %Amended credit facility
    
    
    3.25
    %
    
    
    
    %Other
    
    
    4.0
    %
    
    
    5.8
    %
 1.00% Senior Convertible Notes
    11




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##### Table of Contents



0.875% Convertible Notes
    12




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##### Table of Contents



13




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##### Table of Contents



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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##### Table of Contents



Spanish Term Loans and Spanish Credit Facility
    Silec credit facilities
  Senior Secured Revolving Credit Facility (Amended Credit Facility)
      15




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##### Table of Contents



Other
    8. Derivative and Other Financial Instruments
 Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB
Statement No. 133
  Cash Flow Hedges
     16




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##### Table of Contents



Fair Value of Derivatives Instruments
  July 3, 2009Notional
    
    
    Fair ValueAmount
    
    
    Asset (1)
    
    
    Liability (2)Derivatives designated as cash flow hedges:Interest rate swap
    
    $
    70.4
    
    
    $
    2.9
    
    
    $
    0.6Commodity futures
    
    
    162.4
    
    
    
    3.4
    
    
    
    26.4Foreign currency exchange
    
    
    317.4
    
    
    
    2.3
    
    
    
    4.1$
    8.6
    
    
    $
    31.1Derivatives not designated as cash flow hedges:Commodity futures
    
    $
    0.6
    
    
    
    
    
    
    
    0.6Foreign currency exchange
    
    
    15.1
    
    
    
    0.1
    
    
    
    0.1Cross currency interest rate swap
    
    
    8.0
    
    
    
    
    
    
    
    $
    0.1
    
    
    $
    0.7
 (1)
    
    Balance recorded in
Prepaid expenses and other and Other non-current assets.(2)
    
    Balance recorded in
Accrued liabilities and Other liabilities.   Three fiscal months ended July 3, 2009Ineffective portion andEffective Portion
    
    
    Reclassified from
    
    
    amount excluded fromrecognized in OCI
    
    
    Accumulated OCI
    
    
    effectiveness testingGain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    LocationDerivatives designated as
cash flow hedges:Interest rate swap
    
    $
    0.1
    
    
    $
    (0.1
    )
    
    $
    
    
    
    Interest ExpenseCommodity futures
    
    
    8.1
    
    
    
    (5.5
    )
    
    
    0.1
    
    
    Costs of SalesForeign currency exchange
    
    
    8.8
    
    
    
    (3.2
    )
    
    
    (0.5
    )
    
    Other income / (expense)Total
    
    $
    17.0
    
    
    $
    (8.8
    )
    
    $
    (0.4
    )
 Six fiscal months ended July 3, 2009Ineffective portion andEffective Portion
    
    
    Reclassified from
    
    
    amount excluded fromrecognized in OCI
    
    
    Accumulated OCI
    
    
    effectiveness testingGain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    LocationDerivatives designated as
cash flow hedges:Interest rate swap
    
    $
    2.4
    
    
    $
    (0.2
    )
    
    $
    (0.1
    )
    
    Interest ExpenseCommodity futures
    
    
    (23.0
    )
    
    
    (42.3
    )
    
    
    
    
    
    Costs of SalesForeign currency exchange
    
    
    (2.9
    )
    
    
    (3.8
    )
    
    
    1.1
    
    
    Other income / (expense)Total
    
    $
    (23.5
    )
    
    $
    (46.3
    )
    
    $
    1.0
   17




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##### Table of Contents



Other Forward Pricing Agreements
  9. Income Taxes
    10. Employee Benefit Plans
  Defined Benefit Pension Plans
   Three Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008U.S. Plans
    
    

Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    0.6Interest cost
    
    
    2.1
    
    
    
    1.2
    
    
    
    2.0
    
    
    
    1.3Expected return on plan assets
    
    
    (1.9
    )
    
    
    (0.4
    )
    
    
    (2.7
    )
    
    
    (0.5
    )Amortization of prior service cost
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    Amortization of net loss
    
    
    1.8
    
    
    
    0.1
    
    
    
    0.7
    
    
    
    0.2Net pension expense (gain)
    
    $
    2.5
    
    
    $
    1.5
    
    
    $
    0.5
    
    
    $
    1.6
  18




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##### Table of Contents



Six Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008U.S. Plans
    
    

Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.8
    
    
    $
    1.2
    
    
    $
    0.8
    
    
    $
    1.2Interest cost
    
    
    4.1
    
    
    
    2.5
    
    
    
    4.0
    
    
    
    2.6Expected return on plan assets
    
    
    (3.7
    )
    
    
    (0.8
    )
    
    
    (5.4
    )
    
    
    (1.0
    )Amortization of prior service cost
    
    
    0.3
    
    
    
    
    
    
    
    0.3
    
    
    
    Amortization of net loss
    
    
    3.5
    
    
    
    0.2
    
    
    
    1.2
    
    
    
    0.3Net pension expense
    
    $
    5.0
    
    
    $
    3.1
    
    
    $
    0.9
    
    
    $
    3.1
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Service 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
   General Cable shareholdersAccumulatedPreferred
    
    
    Common
    
    
    Addl
    
    
    
    
    
    
    
    
    
    
    Otherstock
    
    
    Stock
    
    
    Paid in
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingTotal
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    InterestBalance, December 31, 2008
    
    $
    992.1
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    486.6
    
    
    $
    (71.9
    )
    
    $
    597.9
    
    
    $
    (146.0
    )
    
    $
    121.1Comprehensive income:Net income including noncontrolling interest
    
    
    105.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101.4
    
    
    
    
    
    
    
    4.2Foreign currency translation adj.
    
    
    33.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31.4
    
    
    
    2.1Unrealized gain (loss) on financial
instruments
    
    
    39.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35.8
    
    
    
    3.2Unrealized investment gain (loss) on def comp
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.8Defined benefit plans adjustments
    
    
    Comprehensive income
    
    
    183.9Preferred stock dividend
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Excess tax benefit from stock compensation
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    0.7Other  Issuance pursuant to restricted
stock, stock options and other
    
    
    8.2
    
    
    
    
    
    
    
    
    
    
    
    5.7
    
    
    
    (1.4
    )
    
    
    0.1
    
    
    
    
    
    
    
    3.8Balance, July 3, 2009
    
    $
    1,184.7
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    493.0
    
    
    $
    (73.3
    )
    
    $
    699.2
    
    
    $
    (73.0
    )
    
    $
    134.4
  19




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##### Table of Contents



General Cable shareholdersAccumulatedPreferred
    
    
    Common
    
    
    Addl
    
    
    
    
    
    
    
    
    
    
    Otherstock
    
    
    Stock
    
    
    Paid in
    
    
    Treasury
    
    
    Retained
    
    
    Comprehensive
    
    
    NoncontrollingTotal
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    InterestBalance, December 31, 2007
    
    $
    931.4
    
    
    $
    5.1
    
    
    $
    0.6
    
    
    $
    466.2
    
    
    $
    (60.3
    )
    
    $
    409.8
    
    
    $
    51.2
    
    
    $
    58.8Comprehensive income:Net income including noncontrolling interest
    
    
    134.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    127.8
    
    
    
    
    
    
    
    6.8Foreign currency translation adj.
    
    
    39.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41.9
    
    
    
    (2.2
    )Unrealized gain (loss) on financial
instruments
    
    
    35.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32.2
    
    
    
    3.1Unrealized investment gain (loss) on def comp
    
    
    (2.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.2
    )Defined benefit plans adjustments
    
    
    Comprehensive income
    
    
    207.4Preferred stock dividend
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Excess tax benefit from stock compensation
    
    
    6.8
    
    
    
    
    
    
    
    
    
    
    
    6.8Acquisition and divestiture
    
    
    11.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.2Other  Issuance pursuant to restricted
stock, stock options and other
    
    
    6.2
    
    
    
    (1.3
    )
    
    
    
    
    
    
    9.2
    
    
    
    (1.1
    )
    
    
    (0.6
    )Balance, June 27, 2008
    
    $
    1,162.8
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    482.2
    
    
    $
    (61.4
    )
    
    $
    536.8
    
    
    $
    123.1
    
    
    $
    77.7
  July 3, 2009
    
    
    December 31, 2008Company
    
    
    
    
    
    
    Companycommon
    
    
    Noncontrolling
    
    
    common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestForeign currency translation adjustment
    
    $
    12.6
    
    
    $
    (5.8
    )
    
    $
    (18.8
    )
    
    $
    (7.9
    )Pension adjustments, net of tax
    
    
    (51.7
    )
    
    
    
    
    
    
    (51.7
    )
    
    
    Change in fair value of derivatives, net of tax
    
    
    (34.4
    )
    
    
    (0.1
    )
    
    
    (70.2
    )
    
    
    (3.3
    )Unrealized investment gains, net of tax
    
    
    7.2
    
    
    
    
    
    
    
    1.4
    
    
    
    Adoption of SFAS 158, net of tax
    
    
    (7.0
    )
    
    
    
    
    
    
    (7.0
    )
    
    
    Other
    
    
    0.3
    
    
    
    
    
    
    
    0.3
    
    
    
    Accumulated other comprehensive income (loss)
    
    $
    (73.0
    )
    
    $
    (5.9
    )
    
    $
    (146.0
    )
    
    $
    (11.2
    )
  Three fiscal months endedJuly 3, 2009
    
    
    June 27, 2008Company
    
    
    
    
    
    
    Companycommon
    
    
    Noncontrolling
    
    
    common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestNet income (1)
    
    $
    53.0
    
    
    $
    2.8
    
    
    $
    68.7
    
    
    $
    3.2Currency translation gain (loss)
    
    
    43.2
    
    
    
    1.8
    
    
    
    (3.1
    )
    
    
    (1.1
    )Change in fair value of derivatives, net of tax
    
    
    11.5
    
    
    
    0.6
    
    
    
    (6.3
    )
    
    
    (0.7
    )Unrealized investment gain, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    $
    107.7
    
    
    $
    5.2
    
    
    $
    59.3
    
    
    $
    1.4
 (1)
    
    Net income before preferred stock dividend payments. Six fiscal months endedJuly 3, 2009
    
    
    June 27, 2008Company
    
    
    
    
    
    
    Companycommon
    
    
    Noncontrolling
    
    
    common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestNet income (1)
    
    $
    101.4
    
    
    $
    4.2
    
    
    $
    127.8
    
    
    $
    6.8Currency translation gain (loss)
    
    
    31.4
    
    
    
    2.1
    
    
    
    41.9
    
    
    
    (2.2
    )Change in fair value of derivatives, net of tax
    
    
    35.8
    
    
    
    3.2
    
    
    
    32.2
    
    
    
    3.1Unrealized investment gain, net of tax
    
    
    5.8
    
    
    
    
    
    
    
    (2.1
    )
    
    
    Comprehensive income
    
    $
    174.4
    
    
    $
    9.5
    
    
    $
    199.8
    
    
    $
    7.7
 (1)
    
    Net income before preferred stock dividend payments.  20




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##### Table of Contents



12. Share-Based Compensation
  Three Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Non-qualified stock option expense
    
    $
    1.3
    
    
    $
    1.3Non-vested stock awards expense
    
    
    1.4
    
    
    
    1.7Total pre-tax share-based compensation expense
    
    $
    2.7
    
    
    $
    3.0Excess tax benefit on share-based compensation (1)
    
    $
    0.9
    
    
    $
    1.6
 (1)
    
    Cash inflows recognized as financing activities in the condensed consolidated statement of cash flows. Six Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Non-qualified stock option expense
    
    $
    2.5
    
    
    $
    2.3Non-vested stock awards expense
    
    
    2.8
    
    
    
    3.2Total pre-tax share-based compensation expense
    
    $
    5.3
    
    
    $
    5.5Excess tax benefit on share-based compensation (1)
    
    $
    0.7
    
    
    $
    6.8
 (1)
    
    Cash inflows recognized as financing activities in the condensed consolidated statement of cash flows.  13. Shipping and Handling Costs
   21




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##### Table of Contents



14. Earnings Per Common Share
 Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
 Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,(in millions, except per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Earnings per common share  basic:Net income for basic EPS computation (1)
    
    $
    52.9
    
    
    $
    68.6
    
    
    $
    101.2
    
    
    $
    127.6Weighted average shares outstanding for basic EPS
computation (2)
    
    
    52.0
    
    
    
    52.8
    
    
    
    51.9
    
    
    
    52.7Earnings per common share  basic (3)
    
    $
    1.02
    
    
    $
    1.30
    
    
    $
    1.95
    
    
    $
    2.42
 (1)
    
    Numerator.(2)
    
    Denominator  includes outstanding unvested share-based payment awards (restricted stock) as
a result of adopting FSP EITF 03-6-1.(3)
    
    Under the two-class method, Earnings per share  basic reflects undistributed earnings per
share for both common stock and unvested share-based payment awards (restricted stock). Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,(in millions, except per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Earnings per common share  assuming dilution:Net income attributable to Company common shareholders
    
    $
    52.9
    
    
    $
    68.6
    
    
    $
    101.2
    
    
    $
    127.6Add: preferred stock dividends, if applicable
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.2Net income for diluted EPS computation (1)
    
    $
    53.0
    
    
    $
    68.7
    
    
    $
    101.4
    
    
    $
    127.8Weighted average shares outstanding including nonvested shares
    
    
    52.0
    
    
    
    52.8
    
    
    
    51.9
    
    
    
    52.7Dilutive effect of convertible notes
    
    
    
    
    
    
    1.9
    
    
    
    
    
    
    
    1.5Dilutive effect of stock options and restricted stock units
    
    
    0.4
    
    
    
    0.3
    
    
    
    0.5
    
    
    
    0.4Dilutive effect of assumed conversion of preferred stock
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4Weighted average shares outstanding for diluted EPS
computation (2)
    
    
    52.8
    
    
    
    55.4
    
    
    
    52.8
    
    
    
    55.0Earnings per common share  assuming dilution
    
    $
    1.00
    
    
    $
    1.24
    
    
    $
    1.92
    
    
    $
    2.32
 (1)
    
    Numerator.(2)
    
    Denominator.   Earnings per Share
  22




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##### Table of Contents



Share Price
    
    Shares Underlying 0.875% Convertible Notes
    
    
    Warrant Shares
    
    
    Total Treasury Method Incremental Shares(1)
    
    
    Shares Due to the Company under Note Hedges
    
    
    Incremental Shares Issued by the Company upon Conversion(2)$50.36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $60.36
    
    
    1,167,502
    
    
    
    
    
    
    
    1,167,502
    
    
    
    (1,167,502
    )
    
    
    $70.36
    
    
    2,003,400
    
    
    
    
    
    
    
    2,003,400
    
    
    
    (2,003,400
    )
    
    
    $80.36
    
    
    2,631,259
    
    
    
    382,618
    
    
    
    3,013,877
    
    
    
    (2,631,259
    )
    
    
    382,618$90.36
    
    
    3,120,150
    
    
    
    1,120,363
    
    
    
    4,240,513
    
    
    
    (3,120,150
    )
    
    
    1,120,363$100.36
    
    
    3,511,614
    
    
    
    1,711,088
    
    
    
    5,222,702
    
    
    
    (3,511,614
    )
    
    
    1,711,088
 (1)
    
    Represents the number of incremental shares that must be included in the calculation of fully diluted shares under U.S. GAAP.(2)
    
    Represents the number of incremental shares to be issued by the Company upon conversion, assuming concurrent settlement of the note hedges and warrants.   Shares Underlying 1.00%
    
    
    Total Treasury MethodShare Price
    
    Senior Convertible Notes
    
    
    Incremental Shares(1)$83.93
    
    
    
    
    
    
    $93.93
    
    
    602,288
    
    
    
    602,288$103.93
    
    
    1,088,861
    
    
    
    1,088,861$113.93
    
    
    1,490,018
    
    
    
    1,490,018$123.93
    
    
    1,826,436
    
    
    
    1,826,436$133.93
    
    
    2,112,616
    
    
    
    2,112,616
 (1)
    
    Represents the number of incremental shares that must be included in the calculation of fully diluted shares under U.S. GAAP. 15. Segment Information
    23




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##### Table of Contents



For the three months ended,
    
    
    For the six months ended,July 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,(in millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales:North America
    
    $
    394.4
    
    
    $
    628.6
    
    
    $
    763.6
    
    
    $
    1,169.3Europe and North Africa
    
    
    401.6
    
    
    
    600.3
    
    
    
    772.1
    
    
    
    1,153.6ROW
    
    
    337.1
    
    
    
    513.9
    
    
    
    638.7
    
    
    
    988.3Total
    
    $
    1,133.1
    
    
    $
    1,742.8
    
    
    $
    2,174.4
    
    
    $
    3,311.2Operating Income:North America
    
    $
    24.8
    
    
    $
    32.5
    
    
    $
    51.7
    
    
    $
    63.7Europe and North Africa
    
    
    30.4
    
    
    
    49.1
    
    
    
    63.6
    
    
    
    98.2ROW
    
    
    39.8
    
    
    
    49.0
    
    
    
    72.2
    
    
    
    84.0Total
    
    $
    95.0
    
    
    $
    130.6
    
    
    $
    187.5
    
    
    $
    245.9
 (in millions)
    
    July 3, 2009
    
    
    December 31, 2008Identifiable Assets:North America
    
    $
    803.0
    
    
    $
    760.1Europe and North Africa
    
    
    1,440.7
    
    
    
    1,493.3ROW
    
    
    1,499.0
    
    
    
    1,414.6Corporate
    
    
    99.2
    
    
    
    168.4Total
    
    $
    3,841.9
    
    
    $
    3,836.4
 16. Commitments and Contingencies
      24




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##### Table of Contents



17. Unconsolidated Affiliated Companies
  18. Fair Value Disclosure
   25




---



##### Table of Contents



July 3, 2009Fair Value Measurement UsingLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    8.7
    
    
    $
    
    
    
    $
    8.7Trading securities(1)
    
    
    11.4
    
    
    
    
    
    
    
    
    
    
    
    11.4Total Assets
    
    $
    11.4
    
    
    $
    8.7
    
    
    $
    
    
    
    $
    20.1LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    31.8
    
    
    $
    
    
    
    $
    31.8Total liabilities
    
    $
    
    
    
    $
    31.8
    
    
    $
    
    
    
    $
    31.8
 (1)
    
    Trading securities are held in rabbi trust as part of the Companys deferred
compensation plan and are accounted for in accordance with EITF 97-14, see Note 11 to the
condensed consolidated financial statements.    19. Supplemental Guarantor Information
   26




---



##### Table of Contents



Condensed Statements of Operations
Three Fiscal Months Ended July 3, 2009
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    389.8
    
    
    $
    743.3
    
    
    $
    
    
    
    $
    1,133.1Intercompany
    
    
    13.3
    
    
    
    0.5
    
    
    
    9.3
    
    
    
    (23.1
    )
    
    
    13.3
    
    
    
    390.3
    
    
    
    752.6
    
    
    
    (23.1
    )
    
    
    1,133.1Cost of sales
    
    
    
    
    
    
    335.0
    
    
    
    630.7
    
    
    
    (9.3
    )
    
    
    956.4Gross profit
    
    
    13.3
    
    
    
    55.3
    
    
    
    121.9
    
    
    
    (13.8
    )
    
    
    176.7Selling, general and administrative expenses
    
    
    10.6
    
    
    
    33.0
    
    
    
    51.9
    
    
    
    (13.8
    )
    
    
    81.7Operating income
    
    
    2.7
    
    
    
    22.3
    
    
    
    70.0
    
    
    
    
    
    
    
    95.0Other income (expense)
    
    
    0.1
    
    
    
    1.8
    
    
    
    4.7
    
    
    
    
    
    
    
    6.6Interest income (expense):Interest expense
    
    
    (17.4
    )
    
    
    (16.8
    )
    
    
    (10.4
    )
    
    
    22.5
    
    
    
    (22.1
    )Interest income
    
    
    16.6
    
    
    
    5.9
    
    
    
    0.6
    
    
    
    (22.5
    )
    
    
    0.6(0.8
    )
    
    
    (10.9
    )
    
    
    (9.8
    )
    
    
    
    
    
    
    (21.5
    )Income before income taxes
    
    
    2.0
    
    
    
    13.2
    
    
    
    64.9
    
    
    
    
    
    
    
    80.1Income tax provision
    
    
    (0.7
    )
    
    
    (8.4
    )
    
    
    (15.4
    )
    
    
    
    
    
    
    (24.5
    )Equity in net income of subsidiaries
    
    
    51.6
    
    
    
    46.9
    
    
    
    0.1
    
    
    
    (98.4
    )
    
    
    0.2Net income
    
    
    52.9
    
    
    
    51.7
    
    
    
    49.6
    
    
    
    (98.4
    )
    
    
    55.8Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    2.8
    
    
    
    
    
    
    
    2.8Net income applicable to Company common
shareholders
    
    $
    52.8
    
    
    $
    51.7
    
    
    $
    46.8
    
    
    $
    (98.4
    )
    
    $
    52.9
 Condensed Statements of Operations
Six Fiscal Months Ended July 3, 2009
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    752.4
    
    
    $
    1,422.0
    
    
    $
    
    
    
    $
    2,174.4Intercompany
    
    
    27.3
    
    
    
    1.1
    
    
    
    19.4
    
    
    
    (47.8
    )
    
    
    27.3
    
    
    
    753.5
    
    
    
    1,441.4
    
    
    
    (47.8
    )
    
    
    2,174.4Cost of sales
    
    
    
    
    
    
    629.8
    
    
    
    1,199.8
    
    
    
    (19.4
    )
    
    
    1,810.2Gross profit
    
    
    27.3
    
    
    
    123.7
    
    
    
    241.6
    
    
    
    (28.4
    )
    
    
    364.2Selling, general and administrative expenses
    
    
    21.8
    
    
    
    76.6
    
    
    
    106.7
    
    
    
    (28.4
    )
    
    
    176.7Operating income
    
    
    5.5
    
    
    
    47.1
    
    
    
    134.9
    
    
    
    
    
    
    
    187.5Other income (expense)
    
    
    0.1
    
    
    
    1.0
    
    
    
    9.0
    
    
    
    
    
    
    
    10.1Interest income (expense):Interest expense
    
    
    (34.9
    )
    
    
    (34.2
    )
    
    
    (20.7
    )
    
    
    45.2
    
    
    
    (44.6
    )Interest income
    
    
    33.6
    
    
    
    11.7
    
    
    
    1.7
    
    
    
    (45.2
    )
    
    
    1.8(1.3
    )
    
    
    (22.5
    )
    
    
    (19.0
    )
    
    
    
    
    
    
    (42.8
    )Income before income taxes
    
    
    4.3
    
    
    
    25.6
    
    
    
    124.9
    
    
    
    
    
    
    
    154.8Income tax provision
    
    
    (1.6
    )
    
    
    (14.3
    )
    
    
    (33.6
    )
    
    
    
    
    
    
    (49.5
    )Equity in net income of subsidiaries
    
    
    98.6
    
    
    
    87.4
    
    
    
    0.2
    
    
    
    (185.9
    )
    
    
    0.3Net income
    
    
    101.3
    
    
    
    98.7
    
    
    
    91.5
    
    
    
    (185.9
    )
    
    
    105.6Less: preferred stock dividends
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    4.2
    
    
    
    
    
    
    
    4.2Net income applicable to Company common
shareholders
    
    $
    101.1
    
    
    $
    98.7
    
    
    $
    87.3
    
    
    $
    (185.9
    )
    
    $
    101.2
  27




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##### Table of Contents



Condensed Statements of Operations
Three Fiscal Months Ended June 27, 2008
 Guarantor
    
    
    Non-GuarantorParent
    
    
    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
    
    
    (17.2
    )
    
    
    (18.6
    )
    
    
    (17.6
    )
    
    
    28.3
    
    
    
    (25.1
    )Interest income
    
    
    16.9
    
    
    
    11.4
    
    
    
    3.5
    
    
    
    (28.3
    )
    
    
    3.5(0.3
    )
    
    
    (7.2
    )
    
    
    (14.1
    )
    
    
    
    
    
    
    (21.6
    )Income before income taxes
    
    
    2.5
    
    
    
    24.6
    
    
    
    80.1
    
    
    
    
    
    
    
    107.2Income tax provision
    
    
    (2.3
    )
    
    
    (12.2
    )
    
    
    (22.5
    )
    
    
    
    
    
    
    (37.0
    )Equity in net income of subsidiaries
    
    
    68.5
    
    
    
    56.1
    
    
    
    1.7
    
    
    
    (124.6
    )
    
    
    1.7Net income
    
    
    68.7
    
    
    
    68.5
    
    
    
    59.3
    
    
    
    (124.6
    )
    
    
    71.9Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    3.2
    
    
    
    
    
    
    
    3.2Net income applicable to Company common
shareholders
    
    $
    68.6
    
    
    $
    68.5
    
    
    $
    56.1
    
    
    $
    (124.6
    )
    
    $
    68.6
 Condensed Statements of Operations
Six Fiscal Months Ended June 27, 2008
 Guarantor
    
    
    Non-GuarantorParent
    
    
    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 (loss)
    
    
    5.2
    
    
    
    60.8
    
    
    
    179.9
    
    
    
    
    
    
    
    245.9Other income (expense)
    
    
    (0.7
    )
    
    
    0.6
    
    
    
    (0.3
    )
    
    
    
    
    
    
    (0.4
    )Interest income (expense):Interest expense
    
    
    (34.5
    )
    
    
    (38.7
    )
    
    
    (23.0
    )
    
    
    47.4
    
    
    
    (48.8
    )Interest income
    
    
    35.3
    
    
    
    12.2
    
    
    
    6.2
    
    
    
    (47.4
    )
    
    
    6.30.8
    
    
    
    (26.5
    )
    
    
    (16.8
    )
    
    
    
    
    
    
    (42.5
    )Income before income taxes
    
    
    5.3
    
    
    
    34.9
    
    
    
    162.8
    
    
    
    
    
    
    
    203.0Income tax provision
    
    
    (4.7
    )
    
    
    (19.7
    )
    
    
    (46.8
    )
    
    
    
    
    
    
    (71.2
    )Equity in net income of subsidiaries
    
    
    127.2
    
    
    
    112.0
    
    
    
    2.8
    
    
    
    (239.2
    )
    
    
    2.8Net income
    
    
    127.8
    
    
    
    127.2
    
    
    
    118.8
    
    
    
    (239.2
    )
    
    
    134.6Less: preferred stock dividends
    
    
    0.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2Less: net income attributable to
noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    6.8
    
    
    
    
    
    
    
    6.8Net income applicable to Company common
shareholders
    
    $
    127.6
    
    
    $
    127.2
    
    
    $
    112.0
    
    
    $
    (239.2
    )
    
    $
    127.6
  28




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##### Table of Contents



Condensed Balance Sheets
July 3, 2009
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash and cash equivalents
    
    $
    0.1
    
    
    $
    5.0
    
    
    $
    296.2
    
    
    $
    
    
    
    $
    301.3Receivables, net of allowances
    
    
    
    
    
    
    227.0
    
    
    
    753.6
    
    
    
    
    
    
    
    980.6Inventories
    
    
    
    
    
    
    298.9
    
    
    
    676.6
    
    
    
    
    
    
    
    975.5Deferred income taxes
    
    
    7.0
    
    
    
    73.9
    
    
    
    37.2
    
    
    
    
    
    
    
    118.1Prepaid expenses and other
    
    
    3.3
    
    
    
    31.9
    
    
    
    43.1
    
    
    
    
    
    
    
    78.3Total current assets
    
    
    10.4
    
    
    
    636.7
    
    
    
    1,806.7
    
    
    
    
    
    
    
    2,453.8Property, plant and equipment, net
    
    
    0.3
    
    
    
    202.4
    
    
    
    768.4
    
    
    
    
    
    
    
    971.1Deferred income taxes
    
    
    (8.7
    )
    
    
    (1.5
    )
    
    
    24.3
    
    
    
    
    
    
    
    14.1Intercompany accounts
    
    
    1,068.8
    
    
    
    420.9
    
    
    
    20.7
    
    
    
    (1,510.4
    )
    
    
    Investment in subsidiaries
    
    
    943.0
    
    
    
    1,132.4
    
    
    
    
    
    
    
    (2,075.4
    )
    
    
    Goodwill
    
    
    
    
    
    
    0.8
    
    
    
    149.2
    
    
    
    
    
    
    
    150.0Intangible assets, net
    
    
    
    
    
    
    0.7
    
    
    
    198.7
    
    
    
    
    
    
    
    199.4Unconsolidated affiliated companies
    
    
    
    
    
    
    2.9
    
    
    
    5.2
    
    
    
    
    
    
    
    8.1Other non-current assets
    
    
    11.2
    
    
    
    20.6
    
    
    
    13.6
    
    
    
    
    
    
    
    45.4Total assets
    
    $
    2,025.0
    
    
    $
    2,415.9
    
    
    $
    2,986.8
    
    
    $
    (3,585.8
    )
    
    $
    3,841.9Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    115.2
    
    
    $
    565.6
    
    
    $
    
    
    
    $
    680.8Accrued liabilities
    
    
    (21.8
    )
    
    
    110.5
    
    
    
    256.1
    
    
    
    
    
    
    
    344.8Current portion of long-term debt
    
    
    
    
    
    
    
    
    
    
    179.0
    
    
    
    
    
    
    
    179.0Total current liabilities
    
    
    (21.8
    )
    
    
    225.7
    
    
    
    1,000.7
    
    
    
    
    
    
    
    1,204.6Long-term debt
    
    
    982.1
    
    
    
    19.7
    
    
    
    72.3
    
    
    
    
    
    
    
    1,074.1Deferred income taxes
    
    
    2.1
    
    
    
    (3.7
    )
    
    
    120.1
    
    
    
    
    
    
    
    118.5Intercompany accounts
    
    
    
    
    
    
    1,089.5
    
    
    
    420.9
    
    
    
    (1,510.4
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    141.8
    
    
    
    105.9
    
    
    
    
    
    
    
    260.0Total liabilities
    
    
    974.7
    
    
    
    1,473.0
    
    
    
    1,719.9
    
    
    
    (1,510.4
    )
    
    
    2,657.2Total Company shareholders equity
    
    
    1,050.3
    
    
    
    942.9
    
    
    
    1,132.5
    
    
    
    (2,075.4
    )
    
    
    1,050.3Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    134.4
    
    
    
    
    
    
    
    134.4Total liabilities and shareholders equity
    
    $
    2,025.0
    
    
    $
    2,415.9
    
    
    $
    2,986.8
    
    
    $
    (3,585.8
    )
    
    $
    3,841.9
  29




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##### Table of Contents



Condensed Balance Sheets
December 31, 2008
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash
    
    $
    2.3
    
    
    $
    28.1
    
    
    $
    252.2
    
    
    $
    
    
    
    $
    282.6Receivables, net of allowances
    
    
    
    
    
    
    211.9
    
    
    
    820.1
    
    
    
    
    
    
    
    1,032.0Inventories
    
    
    
    
    
    
    269.0
    
    
    
    684.2
    
    
    
    
    
    
    
    953.2Deferred income taxes
    
    
    7.0
    
    
    
    90.8
    
    
    
    34.5
    
    
    
    
    
    
    
    132.3Prepaid expenses and other
    
    
    (1.4
    )
    
    
    21.4
    
    
    
    51.5
    
    
    
    
    
    
    
    71.5Total current assets
    
    
    7.9
    
    
    
    621.2
    
    
    
    1,842.5
    
    
    
    
    
    
    
    2,471.6Property, plant and equipment, net
    
    
    0.6
    
    
    
    203.4
    
    
    
    676.9
    
    
    
    
    
    
    
    880.9Deferred income taxes
    
    
    26.4
    
    
    
    (1.5
    )
    
    
    31.1
    
    
    
    
    
    
    
    56.0Intercompany accounts
    
    
    1,037.3
    
    
    
    413.1
    
    
    
    21.3
    
    
    
    (1,471.7
    )
    
    
    Investment in subsidiaries
    
    
    774.0
    
    
    
    982.2
    
    
    
    
    
    
    
    (1,756.2
    )
    
    
    Goodwill
    
    
    
    
    
    
    0.9
    
    
    
    171.0
    
    
    
    
    
    
    
    171.9Intangible assets, net
    
    
    
    
    
    
    0.7
    
    
    
    201.1
    
    
    
    
    
    
    
    201.8Unconsolidated affiliated companies
    
    
    
    
    
    
    1.9
    
    
    
    5.6
    
    
    
    
    
    
    
    7.5Other non-current assets
    
    
    17.3
    
    
    
    20.0
    
    
    
    9.4
    
    
    
    
    
    
    
    46.7Total assets
    
    $
    1,863.5
    
    
    $
    2,241.9
    
    
    $
    2,958.9
    
    
    $
    (3,227.9
    )
    
    $
    3,836.4Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    119.9
    
    
    $
    637.3
    
    
    $
    
    
    
    $
    757.2Accrued liabilities
    
    
    (19.4
    )
    
    
    125.3
    
    
    
    317.4
    
    
    
    
    
    
    
    423.3Current portion of long-term debt
    
    
    
    
    
    
    1.0
    
    
    
    229.5
    
    
    
    
    
    
    
    230.5Total current liabilities
    
    
    (19.4
    )
    
    
    246.2
    
    
    
    1,184.2
    
    
    
    
    
    
    
    1,411.0Long-term debt
    
    
    962.4
    
    
    
    10.2
    
    
    
    50.9
    
    
    
    
    
    
    
    1,023.5Deferred income taxes
    
    
    37.2
    
    
    
    (3.7
    )
    
    
    100.1
    
    
    
    
    
    
    
    133.6Intercompany accounts
    
    
    
    
    
    
    1,058.6
    
    
    
    413.1
    
    
    
    (1,471.7
    )
    
    
    Other liabilities
    
    
    12.3
    
    
    
    160.8
    
    
    
    103.1
    
    
    
    
    
    
    
    276.2Total liabilities
    
    
    992.5
    
    
    
    1,472.1
    
    
    
    1,851.4
    
    
    
    (1,471.7
    )
    
    
    2,844.3Total Company shareholders equity
    
    
    871.0
    
    
    
    769.8
    
    
    
    986.4
    
    
    
    (1,756.2
    )
    
    
    871.0Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    121.1
    
    
    
    
    
    
    
    121.1Total liabilities and shareholders equity
    
    $
    1,863.5
    
    
    $
    2,241.9
    
    
    $
    2,958.9
    
    
    $
    (3,227.9
    )
    
    $
    3,836.4
  30




---



##### Table of Contents



Condensed Statements of Cash Flows
Six Fiscal Months Ended July 3, 2009
 Guarantor
    
    
    Non-GuarantorParent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    21.9
    
    
    $
    (21.4
    )
    
    $
    135.8
    
    
    $
    
    
    
    $
    136.3Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (15.9
    )
    
    
    (71.2
    )
    
    
    
    
    
    
    (87.1
    )Proceeds from properties sold
    
    
    
    
    
    
    
    
    
    
    0.8
    
    
    
    
    
    
    
    0.8Intercompany accounts
    
    
    (25.0
    )
    
    
    
    
    
    
    
    
    
    
    25.0
    
    
    
    Other, net
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    1.4Net cash flows of investing activities
    
    
    (25.0
    )
    
    
    (14.5
    )
    
    
    (70.4
    )
    
    
    25.0
    
    
    
    (84.9
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Excess tax benefits from stock-based compensation
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7Intercompany accounts
    
    
    
    
    
    
    4.0
    
    
    
    21.0
    
    
    
    (25.0
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    91.4
    
    
    
    
    
    
    
    
    
    
    
    91.4Repayments of revolving credit borrowings
    
    
    
    
    
    
    (80.8
    )
    
    
    
    
    
    
    
    
    
    
    (80.8
    )Proceeds (repayments) of other debt
    
    
    
    
    
    
    (2.2
    )
    
    
    (38.3
    )
    
    
    
    
    
    
    (40.5
    )Proceeds from exercise of stock options
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4Net cash flows of financing activities
    
    
    0.9
    
    
    
    12.4
    
    
    
    (17.3
    )
    
    
    (25.0
    )
    
    
    (29.0
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    0.4
    
    
    
    (4.1
    )
    
    
    
    
    
    
    (3.7
    )Increase (decrease) in cash and cash equivalents
    
    
    (2.2
    )
    
    
    (23.1
    )
    
    
    44.0
    
    
    
    
    
    
    
    18.7Cash and cash equivalents  beginning of period
    
    
    2.3
    
    
    
    28.1
    
    
    
    252.2
    
    
    
    
    
    
    
    282.6Cash and cash equivalents  end of period
    
    $
    0.1
    
    
    $
    5.0
    
    
    $
    296.2
    
    
    $
    
    
    
    $
    301.3
 Condensed Statements of Cash Flows
Six Fiscal Months Ended June 27, 2008
 Guarantor
    
    
    Non-GuarantorParent
    
    
    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
  31




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##### Table of Contents



Notes to Parent Company Condensed Financial Information
 Basis of Presentation
  Parent Company Long-Term Debt
  July 3,
    
    
    December 31,2009
    
    
    2008Long-term debt consisted of the following (in millions):1.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.0Debt discount on Senior Convertible Notes due 2012
    
    
    (87.6
    )
    
    
    (99.3
    )0.875% Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.0Debt discount on Convertible Notes due 2013
    
    
    (85.3
    )
    
    
    (93.3
    )7.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Total Parent Company debt
    
    
    982.1
    
    
    
    962.4Less current maturities
    
    
    
    
    
    
    Parent Company Long-term debt
    
    $
    982.1
    
    
    $
    962.4
   June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,(in millions)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014Debt maturities
    
    $
    
    
    
    $
    
    
    
    $
    475.0
    
    
    $
    355.0
    
    
    $
    
 Commitments and Contingencies
  Dividends
  20. Subsequent Events
   32




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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
  Noncontrolling Interests in Consolidated Financial
Statements, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities Accounting for Convertible Debt
Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement).
 Overview
    Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008
    
    
    July 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    394.4
    
    
    
    35
    %
    
    $
    628.6
    
    
    
    36
    %
    
    $
    763.6
    
    
    
    35
    %
    
    $
    1,169.3
    
    
    
    35
    %Europe and North Africa
    
    
    401.6
    
    
    
    35
    %
    
    
    600.3
    
    
    
    34
    %
    
    
    772.1
    
    
    
    36
    %
    
    
    1,153.6
    
    
    
    35
    %ROW
    
    
    337.1
    
    
    
    30
    %
    
    
    513.9
    
    
    
    30
    %
    
    
    638.7
    
    
    
    29
    %
    
    
    988.3
    
    
    
    30
    %Total net sales
    
    $
    1,133.1
    
    
    
    100
    %
    
    $
    1,742.8
    
    
    
    100
    %
    
    $
    2,174.4
    
    
    
    100
    %
    
    $
    3,311.2
    
    
    
    100
    %Operating income:North America
    
    $
    24.8
    
    
    
    26
    %
    
    $
    32.5
    
    
    
    25
    %
    
    $
    51.7
    
    
    
    28
    %
    
    $
    63.7
    
    
    
    26
    %Europe and North Africa
    
    
    30.4
    
    
    
    32
    %
    
    
    49.1
    
    
    
    38
    %
    
    
    63.6
    
    
    
    34
    %
    
    
    98.2
    
    
    
    40
    %ROW
    
    
    39.8
    
    
    
    42
    %
    
    
    49.0
    
    
    
    37
    %
    
    
    72.2
    
    
    
    38
    %
    
    
    84.0
    
    
    
    34
    %Total operating income
    
    $
    95.0
    
    
    
    100
    %
    
    $
    130.6
    
    
    
    100
    %
    
    $
    187.5
    
    
    
    100
    %
    
    $
    245.9
    
    
    
    100
    %
   33




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##### Table of Contents



Current Business Environment
   
    
    Slowing global growth and in many markets recessionary conditions;
    
    Weakness in demand for low-voltage electric utility products in North America and
construction products in Europe, particularly as a result of the accelerated deterioration
in the Spanish construction markets;
    
    Slowing demand and lower pricing across a broad spectrum of product lines as a result
of weak economic conditions, a heightened competitive environment and lower levels of
capacity utilization in the industry relative to recent history;
    
    Continued decline in demand for copper based telecommunication products;
    
    Continued political uncertainty and currency volatility in certain developing markets;
    
    Worldwide underlying long term growth trends in electric utility and infrastructure
markets;
    
    Demand for natural resources, such as oil and gas, and alternative energy initiatives;
and
    
    Increasing demand for further deployment of submarine power and fiber optic
communication systems.
    34




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##### Table of Contents



Acquisitions and Divestitures
    Critical Accounting Policies and Estimates
  New Accounting Standards
   35




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##### Table of Contents



Results of Operations
  Three Fiscal Months Ended
    
    
    Six Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008
    
    
    July 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    1,133.1
    
    
    
    100.0
    %
    
    $
    1,742.8
    
    
    
    100.0
    %
    
    $
    2,174.4
    
    
    
    100.0
    %
    
    $
    3,311.2
    
    
    
    100.0
    %Cost of sales
    
    
    956.4
    
    
    
    84.4
    %
    
    
    1,515.5
    
    
    
    87.0
    %
    
    
    1,810.2
    
    
    
    83.3
    %
    
    
    2,871.2
    
    
    
    86.7
    %Gross profit
    
    
    176.7
    
    
    
    15.6
    %
    
    
    227.3
    
    
    
    13.0
    %
    
    
    364.2
    
    
    
    16.7
    %
    
    
    440.0
    
    
    
    13.3
    %Selling, general and
administrative expenses
    
    
    81.7
    
    
    
    7.2
    %
    
    
    96.7
    
    
    
    5.5
    %
    
    
    176.7
    
    
    
    8.1
    %
    
    
    194.1
    
    
    
    5.9
    %Operating income
    
    
    95.0
    
    
    
    8.4
    %
    
    
    130.6
    
    
    
    7.5
    %
    
    
    187.5
    
    
    
    8.6
    %
    
    
    245.9
    
    
    
    7.4
    %Other income (expense)
    
    
    6.6
    
    
    
    0.6
    %
    
    
    (1.8
    )
    
    
    (0.1
    )%
    
    
    10.1
    
    
    
    0.5
    %
    
    
    (0.4
    )
    
    
    
    %Interest expense, net
    
    
    (21.5
    )
    
    
    (1.9
    )%
    
    
    (21.6
    )
    
    
    (1.2
    )%
    
    
    (42.8
    )
    
    
    (2.0
    )%
    
    
    (42.5
    )
    
    
    (1.3
    )%Income before income taxes
    
    
    80.1
    
    
    
    7.1
    %
    
    
    107.2
    
    
    
    6.2
    %
    
    
    154.8
    
    
    
    7.1
    %
    
    
    203.0
    
    
    
    6.1
    %Income tax provision
    
    
    (24.5
    )
    
    
    (2.2
    )%
    
    
    (37.0
    )
    
    
    (2.1
    )%
    
    
    (49.5
    )
    
    
    (2.3
    )%
    
    
    (71.2
    )
    
    
    (2.2
    )%Equity in net earnings of
affiliated companies
    
    
    0.2
    
    
    
    
    %
    
    
    1.7
    
    
    
    0.1
    %
    
    
    0.3
    
    
    
    
    %
    
    
    2.8
    
    
    
    0.1
    %Net income including
noncontrolling interest
    
    
    55.8
    
    
    
    4.9
    %
    
    
    71.9
    
    
    
    4.1
    %
    
    
    105.6
    
    
    
    4.9
    %
    
    
    134.6
    
    
    
    4.1
    %Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    %
    
    
    0.1
    
    
    
    
    %
    
    
    0.2
    
    
    
    
    %
    
    
    0.2
    
    
    
    
    %Less: net income attributable
noncontrolling interest
    
    
    2.8
    
    
    
    0.2
    %
    
    
    3.2
    
    
    
    0.2
    %
    
    
    4.2
    
    
    
    0.2
    %
    
    
    6.8
    
    
    
    0.2
    %Net income attributable to
Company common shareholders
    
    $
    52.9
    
    
    
    4.7
    %
    
    $
    68.6
    
    
    
    3.9
    %
    
    $
    101.2
    
    
    
    4.7
    %
    
    $
    127.6
    
    
    
    3.9
    %
 Three Fiscal Months Ended July 3, 2009 Compared with Three Fiscal Months Ended June 27, 2008
 Net Sales
  Net SalesThree Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    394.4
    
    
    
    35
    %
    
    $
    628.6
    
    
    
    36
    %Europe and North Africa
    
    
    401.6
    
    
    
    35
    %
    
    
    600.3
    
    
    
    34
    %ROW
    
    
    337.1
    
    
    
    30
    %
    
    
    513.9
    
    
    
    30
    %Total net sales
    
    $
    1,133.1
    
    
    
    100
    %
    
    $
    1,742.8
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    394.4
    
    
    
    35
    %
    
    $
    493.8
    
    
    
    36
    %Europe and North Africa
    
    
    401.6
    
    
    
    35
    %
    
    
    491.5
    
    
    
    36
    %ROW
    
    
    337.1
    
    
    
    30
    %
    
    
    372.8
    
    
    
    27
    %Total metal-adjusted net sales
    
    $
    1,133.1
    
    
    
    100
    %
    
    $
    1,358.1
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    384.7Total net sales
    
    $
    1,133.1
    
    
    
    
    
    
    $
    1,742.8
  36




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Metal Pounds SoldThree Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    81.2
    
    
    
    33
    %
    
    
    102.8
    
    
    
    35
    %Europe and North Africa
    
    
    74.5
    
    
    
    30
    %
    
    
    85.7
    
    
    
    29
    %ROW
    
    
    89.0
    
    
    
    36
    %
    
    
    104.7
    
    
    
    36
    %Total metal pounds sold
    
    
    244.7
    
    
    
    100
    %
    
    
    293.2
    
    
    
    100
    %
      37




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##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeThree Fiscal Months Ended,July 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    24.8
    
    
    
    26
    %
    
    $
    32.5
    
    
    
    25
    %Europe and North Africa
    
    
    30.4
    
    
    
    32
    %
    
    
    49.1
    
    
    
    38
    %ROW
    
    
    39.8
    
    
    
    42
    %
    
    
    49.0
    
    
    
    37
    %Total operating income
    
    $
    95.0
    
    
    
    100
    %
    
    $
    130.6
    
    
    
    100
    %
     Other Income (Expense)
   38




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Interest Expense
 Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion,
 Tax Provision
  Six Fiscal Months Ended July 3, 2009 Compared with Six Fiscal Months Ended June 27, 2008
 Net Sales
  Net SalesSix Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    763.6
    
    
    
    35
    %
    
    $
    1,169.3
    
    
    
    35
    %Europe and North Africa
    
    
    772.1
    
    
    
    36
    %
    
    
    1,153.6
    
    
    
    35
    %ROW
    
    
    638.7
    
    
    
    29
    %
    
    
    988.3
    
    
    
    30
    %Total net sales
    
    $
    2,174.4
    
    
    
    100
    %
    
    $
    3,311.2
    
    
    
    100
    %
 Metal-Adjusted Net SalesSix Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    763.6
    
    
    
    35
    %
    
    $
    894.9
    
    
    
    36
    %Europe and North Africa
    
    
    772.1
    
    
    
    36
    %
    
    
    918.1
    
    
    
    37
    %ROW
    
    
    638.7
    
    
    
    29
    %
    
    
    701.5
    
    
    
    28
    %Total metal-adjusted net sales
    
    $
    2,174.4
    
    
    
    100
    %
    
    $
    2,514.5
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    796.7Total net sales
    
    $
    2,174.4
    
    
    
    
    
    
    $
    3,311.2
 Metal Pounds SoldSix Fiscal Months EndedJuly 3, 2009
    
    
    June 27, 2008Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    163.5
    
    
    
    33
    %
    
    
    195.1
    
    
    
    34
    %Europe and North Africa
    
    
    154.4
    
    
    
    31
    %
    
    
    172.6
    
    
    
    30
    %ROW
    
    
    176.9
    
    
    
    36
    %
    
    
    202.8
    
    
    
    36
    %Total metal pounds sold
    
    
    494.8
    
    
    
    100
    %
    
    
    570.5
    
    
    
    100
    %
  39




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Gross Profit
   40




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##### Table of Contents



Selling, General and Administrative Expense
  Operating Income
  Operating IncomeSix Fiscal Months Ended,July 3, 2009
    
    
    June 27, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    51.7
    
    
    
    28
    %
    
    $
    63.7
    
    
    
    26
    %Europe and North Africa
    
    
    63.6
    
    
    
    34
    %
    
    
    98.2
    
    
    
    40
    %ROW
    
    
    72.2
    
    
    
    38
    %
    
    
    84.0
    
    
    
    34
    %Total operating income
    
    $
    187.5
    
    
    
    100
    %
    
    $
    245.9
    
    
    
    100
    %
     Other Income (Expense)
  Interest Expense
 Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion,
  41




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##### Table of Contents



Tax Provision
  Liquidity and Capital Resources
   Summary of Cash Flows
 Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion.
   Debt and Other Contractual Obligations
   42




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43




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44




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##### Table of Contents



Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    AfterTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsContractual obligations(1):Total debt
    
    $
    1,253.1
    
    
    $
    179.0
    
    
    $
    51.2
    
    
    $
    681.9
    
    
    $
    341.0Convertible debt at maturity(2)
    
    
    172.9
    
    
    
    
    
    
    
    
    
    
    
    172.9
    
    
    
    Interest payments on 7.125% Senior Notes
    
    
    121.1
    
    
    
    14.2
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    49.9Interest payments on Senior Floating Rate Notes
    
    
    23.2
    
    
    
    3.7
    
    
    
    7.4
    
    
    
    7.5
    
    
    
    4.6Interest payments on 0.875% Convertible Notes
    
    
    13.4
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    4.1
    
    
    
    Interest payments on 1.00% Senior Convertible Notes
    
    
    15.5
    
    
    
    4.8
    
    
    
    9.5
    
    
    
    1.2
    
    
    
    Interest payments on Spanish term loans
    
    
    10.0
    
    
    
    2.5
    
    
    
    5.0
    
    
    
    2.5
    
    
    
    Operating leases
    
    
    32.1
    
    
    
    10.6
    
    
    
    12.8
    
    
    
    4.5
    
    
    
    4.2Preferred stock dividend payments
    
    
    2.1
    
    
    
    0.3
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.6Defined benefit pension obligations(3)
    
    
    9.3
    
    
    
    9.3
    
    
    
    
    
    
    
    
    
    
    
    Postretirement benefits
    
    
    9.9
    
    
    
    1.4
    
    
    
    2.7
    
    
    
    2.1
    
    
    
    3.7Interest rate swap agreements(4)
    
    
    70.4
    
    
    
    
    
    
    
    9.0
    
    
    
    61.4
    
    
    
    Commodity futures and forward pricing agreements(4)
    
    
    222.9
    
    
    
    154.4
    
    
    
    68.5
    
    
    
    
    
    
    
    Foreign currency contracts(4)
    
    
    317.4
    
    
    
    272.9
    
    
    
    44.5
    
    
    
    
    
    
    
    FIN 48 obligation, including interest and penalties(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    2,273.3
    
    
    $
    656.2
    
    
    $
    245.9
    
    
    $
    967.2
    
    
    $
    404.0
 (1)
    
    This table does not include interest payments on General Cables revolving credit
facilities because the future amounts are based on variable interest rates and the amount of
the borrowings under the Amended Credit Facility and Spanish Credit Facility fluctuate
depending upon the Companys working capital requirements.(2)
    
    Represents the current debt discount on the face value of the Companys 1.00%
Senior Convertible Notes and 0.875% Convertible Notes as a result of adopting FSP APB 14-1.(3)
    
    Defined benefit pension obligations reflect the Companys estimates of
contributions that will be required in 2009 to meet current law minimum funding
requirements. Amounts beyond one year have not been provided because they are not
determinable.(4)
    
    Information on these items is provided under Item 7A, Quantitative and
Qualitative Disclosures about Market Risk.(5)
    
    FIN 48 obligations of $77.7 million have not been reflected in the above table due
to the inherent uncertainty as to the amount and timing of settlement, which is contingent
upon the occurrence of possible future events, such as examinations and determinations by
various tax authorities.  Off Balance Sheet Assets and Obligations
    45




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##### Table of Contents



Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   July 3, 2009
    
    
    December 31, 2008Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    70.4
    
    
    $
    2.3
    
    
    $
    74.6
    
    
    $
    (0.7
    )Commodity futures
    
    
    162.4
    
    
    
    (23.0
    )
    
    
    198.1
    
    
    
    (84.7
    )Foreign currency forward exchange
    
    
    317.4
    
    
    
    (1.8
    )
    
    
    438.3
    
    
    
    0.4$
    (22.5
    )
    
    
    
    
    
    $
    (85.0
    )
 Note:
    
    As of July 3, 2009, derivative instruments not designated as cash flow hedges had a notional value of
$23.7 million and the carrying amount of the financial instruments was a net liability of $0.6 million. Other Forward Pricing Agreements
   46




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 Disclosure Controls and Procedures
 .
 .
  Managements Annual Report on Internal Control over Financial Reporting
  Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   47




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##### Table of Contents



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
  a)
    
    Election of Directors:
 For
    
    
    WithheldGregory E. Lawton
    
    
    40,437,202
    
    
    
    874,999Craig P. Omvedt
    
    
    40,970,482
    
    
    
    341,720
  b)
    
    Ratification of the appointment of Deloitte & Touche LLP, an independent
registered public accounting firm, to audit General Cables 2009 consolidated
financial statements and internal control over financial reporting. Votes for 
40,693,994; Votes against  541,758; and Abstentions  76,449
 c)
    
    Approval of Amendments to the General Cable Corporation 2005 Annual Incentive Plan.
Votes for  29,284,967; Votes against  2,667,607; and Abstentions  92,656
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  a)
    
    Exhibits
 *12.1
    
    Computation of Ratio of Earnings to Fixed Charges*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a  14(a) or 15d  14*31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a 
14(a) or 15d  14*32.1
    
    Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002
  48




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##### Table of Contents



Signature
  General Cable CorporationSigned:  August 12, 2009
    By:
    /s/ BRIAN J. ROBINSONBrian J. RobinsonExecutive Vice President,
 Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)  49




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##### Table of Contents



Exhibit Index
 *12.1
    
    Computation of Ratio of Earnings to Fixed Charges*31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a  14(a) or 15d  14*31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a 
14(a) or 15d  14*32.1
    
    Certification pursuant to 18 U.S.C. § 1350, as adopted under Section
906 of the Sarbanes-Oxley Act of 2002
  50