##### 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 October 2, 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(State or other jurisdiction of 
incorporation or organization)
    
    06-1398235(I.R.S. Employer Identification No.)4 Tesseneer Drive 
Highland Heights, KY(Address of principal executive offices)
    
    41076-9753(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 (Do not check if a smaller reporting company)
Smaller reporting company o o þ
  Class
    
    Outstanding at November 2, 2009Common Stock, $0.01 per value
    
    51,981,058




---



##### 



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 nine fiscal months ended October 2, 2009 and September 26, 2008
    
    
    3Balance Sheets  October 2, 2009 and December 31, 2008
    
    
    4Statements of Cash Flows For the nine fiscal months ended October 2, 2009 and September 26, 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    32Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    45Item 4.
    
    Controls and Procedures
    
    
    46PART II
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    
    47Item 1A.
    
    Risk Factors
    
    
    47Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 3.
    
    Defaults Upon Senior Securities
    
    
    47Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    47Item 5.
    
    Other Information
    
    
    47Item 6.
    
    Exhibits
    
    
    48Signature
    
    
    
    
    49Exhibit Index
    
    
    
    
    50EX-12.1EX-31.1EX-31.2EX-32.1
   2




---



##### Table of Contents



PART I. FINANCIAL STATEMENTS
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
 GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in millions, except per share data)
 (unaudited)
 Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    1,081.8
    
    
    $
    1,626.0
    
    
    $
    3,256.2
    
    
    $
    4,937.2Cost of sales
    
    
    957.7
    
    
    
    1,416.2
    
    
    
    2,767.9
    
    
    
    4,287.4Gross profit
    
    
    124.1
    
    
    
    209.8
    
    
    
    488.3
    
    
    
    649.8Selling, general and administrative expenses
    
    
    81.3
    
    
    
    96.0
    
    
    
    258.0
    
    
    
    290.1Operating income
    
    
    42.8
    
    
    
    113.8
    
    
    
    230.3
    
    
    
    359.7Other income (expense)
    
    
    0.9
    
    
    
    (10.9
    )
    
    
    11.0
    
    
    
    (11.3
    )Interest income (expense):Interest expense
    
    
    (21.4
    )
    
    
    (26.4
    )
    
    
    (66.0
    )
    
    
    (75.2
    )Interest income
    
    
    0.9
    
    
    
    3.8
    
    
    
    2.7
    
    
    
    10.1(20.5
    )
    
    
    (22.6
    )
    
    
    (63.3
    )
    
    
    (65.1
    )Income before income taxes
    
    
    23.2
    
    
    
    80.3
    
    
    
    178.0
    
    
    
    283.3Income tax provision
    
    
    (3.9
    )
    
    
    (25.3
    )
    
    
    (53.4
    )
    
    
    (96.5
    )Equity in earnings of affiliated companies
    
    
    0.1
    
    
    
    1.5
    
    
    
    0.4
    
    
    
    4.3Net income including noncontrolling interest
    
    
    19.4
    
    
    
    56.5
    
    
    
    125.0
    
    
    
    191.1Less: preferred stock dividends
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.3Less: net income attributable to noncontrolling
interest
    
    
    2.9
    
    
    
    5.9
    
    
    
    7.1
    
    
    
    12.7Net income attributable to Company common
shareholders
    
    $
    16.4
    
    
    $
    50.5
    
    
    $
    117.6
    
    
    $
    178.1Earnings per shareEarnings per common share-basic
    
    $
    0.32
    
    
    $
    0.96
    
    
    $
    2.27
    
    
    $
    3.38Weighted average common shares-basic
    
    
    52.0
    
    
    
    52.8
    
    
    
    51.9
    
    
    
    52.7Earnings per common share-assuming dilution
    
    $
    0.31
    
    
    $
    0.94
    
    
    $
    2.23
    
    
    $
    3.27Weighted average common shares-assuming dilution
    
    
    52.9
    
    
    
    53.7
    
    
    
    52.8
    
    
    
    54.6
   3




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

(in millions, except share data)
 (unaudited)
 October 2,
    
    
    December 31,2009
    
    
    2008AssetsCurrent Assets:Cash and cash equivalents
    
    $
    452.2
    
    
    $
    282.6Receivables, net of allowances of $25.1 million at October 2, 2009
and
$19.3 million at December 31, 2008
    
    
    926.3
    
    
    
    1,032.0Inventories
    
    
    962.3
    
    
    
    953.2Deferred income taxes
    
    
    117.2
    
    
    
    132.3Prepaid expenses and other
    
    
    80.0
    
    
    
    71.5Total current assets
    
    
    2,538.0
    
    
    
    2,471.6Property, plant and equipment, net
    
    
    1,003.9
    
    
    
    880.9Deferred income taxes
    
    
    12.2
    
    
    
    56.0Goodwill
    
    
    161.6
    
    
    
    171.9Intangible assets, net
    
    
    196.7
    
    
    
    201.8Unconsolidated affiliated companies
    
    
    9.1
    
    
    
    7.5Other non-current assets
    
    
    46.9
    
    
    
    46.7Total assets
    
    $
    3,968.4
    
    
    $
    3,836.4Liabilities and Shareholders EquityCurrent Liabilities:Accounts payable
    
    $
    747.6
    
    
    $
    757.2Accrued liabilities
    
    
    354.0
    
    
    
    423.3Current portion of long-term debt
    
    
    132.2
    
    
    
    230.5Total current liabilities
    
    
    1,233.8
    
    
    
    1,411.0Long-term debt
    
    
    1,084.4
    
    
    
    1,023.5Deferred income taxes
    
    
    129.9
    
    
    
    133.6Other liabilities
    
    
    254.5
    
    
    
    276.2Total liabilities
    
    
    2,702.6
    
    
    
    2,844.3Commitments and Contingencies (Note 16)Shareholders Equity:Redeemable convertible preferred stock, at redemption value
(liquidation preference of $50.00 per share):October 2, 2009  76,202 outstanding sharesDecember 31, 2008  76,233 outstanding shares
    
    
    3.8
    
    
    
    3.8Common stock, $0.01 par value, issued and outstanding shares:October 2, 2009  51,979,812 (net of 6,186,510 treasury shares)December 31, 2008  51,775,200 (net of 6,177,498 treasury
shares)
    
    
    0.6
    
    
    
    0.6Additional paid-in capital
    
    
    495.8
    
    
    
    486.6Treasury stock
    
    
    (73.3
    )
    
    
    (71.9
    )Retained earnings
    
    
    715.6
    
    
    
    597.9Accumulated other comprehensive loss
    
    
    18.0
    
    
    
    146.0Total Company shareholders equity
    
    
    1,124.5
    
    
    
    871.0Noncontrolling interest
    
    
    141.3
    
    
    
    121.1Total equity
    
    
    1,265.8
    
    
    
    992.1Total liabilities and equity
    
    $
    3,968.4
    
    
    $
    3,836.4
   4




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows

(in millions)
(unaudited)
 Nine Fiscal Months EndedOctober 2,
    
    
    September 26,2009
    
    
    2008Cash flows of operating activities:Net income including noncontrolling interest
    
    $
    125.0
    
    
    $
    191.1Adjustments to reconcile net income to net cash flows of
operating activities:Depreciation and amortization
    
    
    77.7
    
    
    
    73.6Foreign currency exchange (gain) loss
    
    
    (11.0
    )
    
    
    11.3Deferred income taxes
    
    
    17.7
    
    
    
    (9.0
    )Excess tax benefits from stock-based compensation
    
    
    (0.7
    )
    
    
    (7.0
    )Changes in inventory provision
    
    
    (19.7
    )
    
    
    6.3Convertible debt instruments noncash interest charges
    
    
    29.5
    
    
    
    26.7Loss on disposal of property
    
    
    2.3
    
    
    
    4.2Changes in operating assets and liabilities, net of effect of
acquisitions and divestitures:(Increase) decrease in receivables
    
    
    147.8
    
    
    
    (202.8
    )(Increase) decrease in inventories
    
    
    62.1
    
    
    
    (110.9
    )Decrease in other assets
    
    
    6.4
    
    
    
    21.5Increase (decrease) in accounts payable, accrued and
other liabilities
    
    
    (71.8
    )
    
    
    123.7Net cash flows of operating activities
    
    
    365.3
    
    
    
    128.7Cash flows of investing activities:Capital expenditures
    
    
    (110.3
    )
    
    
    (149.5
    )Proceeds from properties sold
    
    
    0.4
    
    
    
    5.9Acquisitions, net of cash acquired
    
    
    (14.2
    )
    
    
    (47.7
    )Other, net
    
    
    4.9
    
    
    
    (0.6
    )Net cash flows of investing activities
    
    
    (119.2
    )
    
    
    (191.9
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.3
    )
    
    
    (0.3
    )Excess tax benefits from stock-based compensation
    
    
    0.7
    
    
    
    7.0Proceeds from revolving credit borrowings
    
    
    91.5
    
    
    
    124.7Repayments of revolving credit borrowings
    
    
    (91.5
    )
    
    
    (157.7
    )Proceeds (repayments) of other debt, net
    
    
    (82.7
    )
    
    
    145.6Proceeds from exercise of stock options
    
    
    0.4
    
    
    
    2.4Net cash flows of financing activities
    
    
    (81.9
    )
    
    
    121.7Effect of exchange rate changes on cash and cash equivalents
    
    
    5.4
    
    
    
    (12.3
    )Increase in cash and cash equivalents
    
    
    169.6
    
    
    
    46.2Cash and cash equivalents  beginning of period
    
    
    282.6
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    452.2
    
    
    $
    371.9Supplemental InformationCash paid during the period for:Income tax payments (refunds), net
    
    $
    (11.2
    )
    
    $
    66.0Interest paid
    
    $
    36.7
    
    
    $
    29.9Non-cash investing and financing activities:Issuance of nonvested shares
    
    $
    3.2
    
    
    $
    2.7
   5




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements (unaudited)
 1. Basis of Presentation and Principles of Consolidation
    2. New Accounting Standards
 ASC715: Compensation-Retirement
Benefits
  
    
    Disclosures about Derivative Instruments and Hedging Activities referred to in the
transition guidance located in ASC815 Derivatives and Hedgingrequires 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. For additional
information, see Note 8 to the condensed consolidated financial statements.
    
    The recognition and disclosure of fair value measurements for non-financial assets and
non-financial liabilities in the financial statements on a nonrecurring basis referred to in
the transition guidance located in ASC820 Fair Value Measurements and Disclosureshad no
impact on the Companys condensed consolidated balance sheet, statement of operations or cash
flows. For additional information, see Note 18 to the condensed consolidated financial
statements.
    
    The measurement of identifiable assets acquired, 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 referred to in the transition guidance
in ASC805 Business Combinations, at the time of adoption, had no impact on the Companys
condensed consolidated balance sheet, statement of operations or cash flows.
  6




---



##### Table of Contents




    
    Noncontrolling Interests in Consolidated Financial Statements referred to in the
transition guidance located in ASC810 Consolidationestablishes new standards governing the
accounting for and reporting of noncontrolling interests in partially owned consolidated
subsidiaries. Certain provisions of this standard indicate, among other things, that
noncontrolling interests (previously referred to as minority interests) should 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 noncontrolling interests 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. As a result of the retrospective presentation and disclosure
requirements, 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 has been adjusted
to include comprehensive income attributable to the noncontrolling interest. For additional
information, see Note 11 to the condensed consolidated financial statements.
    
    Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities referred to in the transition guidance located in ASC260 Earnings
Per Sharespecifies 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 $0.02 and $0.08 for the three
and nine fiscal months ended September 26, 2008, respectively. Historically and for the three
and nine fiscal months ended October 2, 2009 and September 26, 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). There was no
impact on the Companys earnings per common share  assuming dilution computation. For
additional information, see Note 14 to the condensed consolidated financial statements.
    
    Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion
(including Partial Cash Settlement) referred to in the transition guidance located in ASC470
Debtspecifies 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. For additional
discussion, see Note 7 to the condensed consolidated financial statements. As of October 2,
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
$162.8 million, the increase in additional paid-in capital of approximately $198.2 million and
net deferred taxes of approximately $30.6 million. Transaction costs of approximately $21.7
million directly related to the issuance of the Companys convertible debt instruments have
been allocated to the liability and equity components in proportion to the allocation of
proceeds and accounted for as $13.3 million of debt issuance costs and $8.4 million of equity
issuance costs. As a result of the retrospective application, certain amounts in the
Companys 2008 consolidated balance sheet were changed and are presented below:
 December 31, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedPrepaid expenses and other
    
    $
    77.6
    
    
    $
    (6.1
    )
    
    $
    71.5Deferred income taxes
    
    
    53.9
    
    
    
    2.1
    
    
    
    56.0Total assets
    
    $
    3,840.4
    
    
    $
    (4.0
    )
    
    $
    3,836.4Long-term debt
    
    $
    1,216.1
    
    
    $
    (192.6
    )
    
    $
    1,023.5Deferred income taxes
    
    
    96.4
    
    
    
    37.2
    
    
    
    133.6Total liabilities
    
    $
    2,999.7
    
    
    $
    (155.4
    )
    
    $
    2,844.3Additional paid-in capital
    
    $
    288.4
    
    
    $
    198.2
    
    
    $
    486.6Retained earnings
    
    
    644.7
    
    
    
    (46.8
    )
    
    
    597.9Total liabilities and equity
    
    $
    3,840.4
    
    
    $
    (4.0
    )
    
    $
    3,836.4
 For the three and nine fiscal months ended October 2, 2009, the Companys condensed
consolidated statement of operations reflects the impact of incremental pre-tax noncash
interest expense of approximately $10.1 million and $29.5 million, respectively. For the three
and nine fiscal months ended October 2, 2009, the Companys condensed consolidated statement of
operations includes amortization expense related to debt issuance costs of approximately $0.6
million and $1.8 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 nine fiscal months ended September 26, 2008:
  7




---



##### Table of Contents



Three Fiscal Months Ended September 26, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedInterest expense
    
    $
    17.3
    
    
    $
    9.1
    
    
    $
    26.4Income tax provision (benefit)
    
    
    27.3
    
    
    
    (2.0
    )
    
    
    25.3Net income attributable to Company common shareholders
    
    $
    57.6
    
    
    
    (7.1
    )
    
    $
    50.5
 Nine Fiscal Months Ended September 26, 2008As Reported
    
    
    Adjustments
    
    
    As AdjustedInterest expense
    
    $
    48.5
    
    
    $
    26.7
    
    
    $
    75.2Income tax provision (benefit)
    
    
    102.3
    
    
    
    (5.8
    )
    
    
    96.5Net income attributable to
Company common shareholders
    
    $
    199.0
    
    
    
    (20.9
    )
    
    $
    178.1
 
    
    Determining whether an Instrument (or Embedded Feature) is Indexed to an Entitys Own
Stock referred to in the transition guidance section of ASC815 Derivatives and Hedging
specifies 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
balance sheet would not be considered a derivative financial instrument. This two-step test
is 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 scope exception. This test
was applied to the embedded conversion options contained in the Companys two convertible
debt instruments. The Company determined the embedded conversion options are indexed to the
Companys own stock and classified in shareholders equity, thereby qualifying for the scope
exception.
 3. Acquisitions and Divestitures
  4. Inventories
   October 2,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    169.8
    
    
    $
    197.4Work in process
    
    
    159.4
    
    
    
    168.9Finished goods
    
    
    633.1
    
    
    
    586.9Total
    
    $
    962.3
    
    
    $
    953.2
    8




---



##### Table of Contents



5. Property, Plant and Equipment
   October 2,
    
    
    December 31,2009
    
    
    2008Land
    
    $
    108.2
    
    
    $
    93.1Buildings and leasehold improvements
    
    
    282.1
    
    
    
    214.7Machinery, equipment and office furnishings
    
    
    943.9
    
    
    
    783.3Construction in progress
    
    
    81.1
    
    
    
    121.0Total  gross book value
    
    
    1,415.3
    
    
    
    1,212.1Less accumulated depreciation
    
    
    (411.4
    )
    
    
    (331.2
    )Total  net book value
    
    $
    1,003.9
    
    
    $
    880.9
   6. Goodwill and Other Intangible Assets
   Goodwill
    
    
    Indefinite-lived assets  Trade namesNorth
    
    
    Europe and
    
    
    
    
    
    
    
    
    
    
    North
    
    
    Europe and(in millions)
    
    America
    
    
    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
    
    
    6.1
    
    
    
    (22.1
    )
    
    
    4.6
    
    
    
    (11.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Currency translation and
other adjustments
    
    
    
    
    
    
    (0.8
    )
    
    
    1.9
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    4.0
    
    
    
    4.0Balance at October 2, 2009
    
    $
    6.9
    
    
    $
    
    
    
    $
    154.7
    
    
    $
    161.6
    
    
    $
    
    
    
    $
    0.5
    
    
    $
    126.6
    
    
    $
    127.1
   9




---



##### Table of Contents



October 2,
    
    
    December 31Amortized intangible assets:
    
    2009
    
    
    2008Customer relationships
    
    $
    106.4
    
    
    $
    106.4Accumulated amortization
    
    
    (30.9
    )
    
    
    (19.1
    )Foreign currency translation adjustment
    
    
    (5.9
    )
    
    
    (8.6
    )Total Amortized intangible assets
    
    $
    69.6
    
    
    $
    78.7
  7. Long-Term Debt
  October 2,
    
    
    December 31,2009
    
    
    20081.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.0Debt discount on 1.00% Senior Convertible Notes due 2012
    
    
    (81.6
    )
    
    
    (99.3
    )0.875% Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.0Debt discount on 0.875% Convertible Notes due 2013
    
    
    (81.2
    )
    
    
    (93.3
    )7.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0PDIC credit facilities
    
    
    19.1
    
    
    
    71.5Spanish Term Loans
    
    
    76.8
    
    
    
    64.1Silec credit facilities
    
    
    34.0
    
    
    
    84.9Amended credit facility
    
    
    
    
    
    
    Other
    
    
    94.5
    
    
    
    71.1Total debt
    
    
    1,216.6
    
    
    
    1,254.0Less current maturities
    
    
    132.2
    
    
    
    230.5Long-term debt
    
    $
    1,084.4
    
    
    $
    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
    
    
    2.7
    %
    
    
    6.3
    %PDIC credit facilities
    
    
    2.5
    %
    
    
    5.3
    %Spanish Term Loans
    
    
    4.0
    %
    
    
    4.4
    %Silec credit facilities
    
    
    2.3
    %
    
    
    4.4
    %Amended credit facility
    
    
    
    %
    
    
    
    %Other
    
    
    3.9
    %
    
    
    5.8
    %
 1.00% Senior Convertible Notes
   10




---



##### Table of Contents



0.875% Convertible Notes
    11




---



##### Table of Contents



12




---



##### 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
  Spanish Term Loans and Spanish Credit Facility
   13




---



##### Table of Contents



Silec credit facilities
  Senior Secured Revolving Credit Facility (Amended Credit Facility)
     14




---



##### Table of Contents



Other
    8. Derivative and Other Financial Instruments
  Cash Flow Hedges
    Fair Value of Derivatives Instruments
  October 2, 2009Notional
    
    
    Fair ValueAmount
    
    
    Asset (1)
    
    
    Liability (2)Derivatives designated as cash flow hedges:Interest rate swap
    
    $
    64.0
    
    
    $
    2.9
    
    
    $
    0.6Commodity futures
    
    
    163.7
    
    
    
    6.4
    
    
    
    17.9Foreign currency exchange
    
    
    314.4
    
    
    
    6.3
    
    
    
    3.9$
    15.6
    
    
    $
    22.4Derivatives not designated as cash flow hedges:Commodity futures
    
    $
    
    
    
    $
    
    
    
    $
    Foreign currency exchange
    
    
    24.0
    
    
    
    0.2
    
    
    
    0.3$
    0.2
    
    
    $
    0.3
 (1)
    
    Balance recorded in Prepaid expenses and other and Other non-current assets(2)
    
    Balance recorded in Accrued liabilities and Other liabilities   15




---



##### Table of Contents



Three Fiscal Months Ended October 2, 2009Ineffective portionand amount excludedEffective Portion
    
    
    Reclassified from
    
    
    from effectivenessrecognized in OCI
    
    
    Accumulated OCI
    
    
    testing(in millions)
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    LocationDerivatives designated as
cash flow hedges:Interest rate swap
    
    $
    (0.2
    )
    
    $
    (0.1
    )
    
    $
    0.2
    
    
    Interest ExpenseCommodity futures
    
    
    11.5
    
    
    
    (3.3
    )
    
    
    
    
    
    Costs of SalesForeign currency exchange
    
    
    4.5
    
    
    
    1.3
    
    
    
    (0.3
    )
    
    Other income /(expense)Total
    
    $
    15.8
    
    
    $
    (2.1
    )
    
    $
    (0.1
    )
 Nine Fiscal Months Ended October 2, 2009Ineffective portionand amount excludedEffective Portion
    
    
    Reclassified from
    
    
    from effectivenessrecognized in OCI
    
    
    Accumulated OCI
    
    
    testing(in millions)
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    Gain / (Loss)
    
    
    LocationDerivatives designated as
cash flow hedges:Interest rate swap
    
    $
    2.2
    
    
    $
    (0.3
    )
    
    $
    0.1
    
    
    Interest ExpenseCommodity futures
    
    
    (11.5
    )
    
    
    (45.6
    )
    
    
    
    
    
    Costs of SalesForeign currency exchange
    
    
    1.6
    
    
    
    (2.5
    )
    
    
    0.8
    
    
    Other income /(expense)Total
    
    $
    (7.7
    )
    
    $
    (48.4
    )
    
    $
    0.9
  Other Forward Pricing Agreements
  9. Income Taxes
    16




---



##### Table of Contents



10. Employee Benefit Plans
  Defined Benefit Pension Plans
   Three Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    0.4
    
    
    $
    0.6
    
    
    $
    0.4
    
    
    $
    0.6Interest cost
    
    
    2.0
    
    
    
    1.2
    
    
    
    2.0
    
    
    
    1.3Expected return on plan assets
    
    
    (1.9
    )
    
    
    (0.3
    )
    
    
    (2.7
    )
    
    
    (0.5
    )Amortization of prior service cost
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    0.1Amortization of net loss
    
    
    1.9
    
    
    
    0.1
    
    
    
    0.6
    
    
    
    0.1Net pension expense
    
    $
    2.5
    
    
    $
    1.7
    
    
    $
    0.5
    
    
    $
    1.6
 Nine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008U.S. Plans
    
    
    Non-U.S Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1.2
    
    
    $
    1.8
    
    
    $
    1.2
    
    
    $
    1.8Interest cost
    
    
    6.1
    
    
    
    3.7
    
    
    
    6.0
    
    
    
    3.9Expected return on plan assets
    
    
    (5.6
    )
    
    
    (1.1
    )
    
    
    (8.1
    )
    
    
    (1.5
    )Amortization of prior service cost
    
    
    0.4
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    0.1Amortization of net loss
    
    
    5.4
    
    
    
    0.3
    
    
    
    1.7
    
    
    
    0.4Net pension expense
    
    $
    7.5
    
    
    $
    4.8
    
    
    $
    1.3
    
    
    $
    4.7
  Postretirement Benefits Other Than Pensions
   Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.4Net amortization and deferral
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.1Net postretirement benefit expense
    
    $
    0.2
    
    
    $
    0.2
    
    
    $
    0.6
    
    
    $
    0.6
  17




---



##### Table of Contents



Defined Contribution Plans
  11. Shareholders Equity
   General Cable shareholdersAddl
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherPreferred stock
    
    
    Common 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
    
    
    125.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    117.9
    
    
    
    
    
    
    
    7.1Foreign currency translation adj.
    
    
    83.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79.9
    
    
    
    3.3Unrealized gain (loss) on financial
instruments
    
    
    45.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42.3
    
    
    
    3.4Unrealized investment gain (loss) on def comp
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.8
    
    
    
    Defined benefit plans adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    
    259.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Preferred stock dividend
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    
    
    
    
    Excess tax benefit from stock compensation
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other  Issuance pursuant to restricted
stock, stock options and other
    
    
    13.6
    
    
    
    
    
    
    
    
    
    
    
    8.5
    
    
    
    (1.4
    )
    
    
    0.1
    
    
    
    
    
    
    
    6.4Balance, October 2, 2009
    
    $
    1,265.8
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    495.8
    
    
    $
    (73.3
    )
    
    $
    715.6
    
    
    $
    (18.0
    )
    
    $
    141.3
 General Cable shareholdersAddl
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherPreferred stock
    
    
    Common 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
    
    
    191.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    178.4
    
    
    
    
    
    
    
    12.7Foreign currency translation adj.
    
    
    (27.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23.6
    )
    
    
    (3.5
    )Unrealized gain (loss) on financial
instruments
    
    
    8.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.4
    
    
    
    1.9Unrealized investment gain (loss) on def comp
    
    
    (3.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3.5
    )
    
    
    Defined benefit plans adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income
    
    
    168.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Preferred stock dividend
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    
    
    
    
    Excess tax benefit from stock compensation
    
    
    7.0
    
    
    
    
    
    
    
    
    
    
    
    7.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Acquisition and divestiture
    
    
    25.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.3Other  Issuance pursuant to restricted
stock, stock options and other
    
    
    9.8
    
    
    
    (1.3
    )
    
    
    
    
    
    
    11.9
    
    
    
    (0.3
    )
    
    
    (0.5
    )
    
    
    
    
    
    
    Balance, September 26, 2008
    
    $
    1,142.0
    
    
    $
    3.8
    
    
    $
    0.6
    
    
    $
    485.1
    
    
    $
    (60.6
    )
    
    $
    587.4
    
    
    $
    30.5
    
    
    $
    95.2
  October 2, 2009
    
    
    December 31, 2008Company common
    
    
    Noncontrolling
    
    
    Company common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestForeign currency translation adjustment
    
    $
    61.1
    
    
    $
    (4.6
    )
    
    $
    (18.8
    )
    
    $
    (7.9
    )Pension adjustments, net of tax
    
    
    (51.7
    )
    
    
    
    
    
    
    (51.7
    )
    
    
    Change in fair value of derivatives, net of tax
    
    
    (27.9
    )
    
    
    0.1
    
    
    
    (70.2
    )
    
    
    (3.3
    )Unrealized investment gains, net of tax
    
    
    7.2
    
    
    
    
    
    
    
    1.4
    
    
    
    Defined benefit  pension, net of tax
    
    
    (7.0
    )
    
    
    
    
    
    
    (7.0
    )
    
    
    Other
    
    
    0.3
    
    
    
    
    
    
    
    0.3
    
    
    
    Accumulated other comprehensive loss
    
    $
    (18.0
    )
    
    $
    (4.5
    )
    
    $
    (146.0
    )
    
    $
    (11.2
    )
  18




---



##### Table of Contents



Three Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008Company common
    
    
    Noncontrolling
    
    
    Company common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestNet income (1)
    
    $
    16.5
    
    
    $
    2.9
    
    
    $
    50.6
    
    
    $
    5.9Currency translation gain (loss)
    
    
    48.5
    
    
    
    1.2
    
    
    
    (65.5
    )
    
    
    (1.3
    )Change in fair value of derivatives, net of tax
    
    
    6.5
    
    
    
    0.2
    
    
    
    (25.8
    )
    
    
    (1.2
    )Unrealized investment gain, net of tax
    
    
    
    
    
    
    
    
    
    
    (1.3
    )
    
    
    Comprehensive income (loss)
    
    $
    71.5
    
    
    $
    4.3
    
    
    $
    (42.0
    )
    
    $
    3.4
 (1)
    
    Net income before preferred stock dividend payments Nine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008Company common
    
    
    Noncontrolling
    
    
    Company common
    
    
    Noncontrollingshareholders
    
    
    interest
    
    
    shareholders
    
    
    interestNet income (1)
    
    $
    117.9
    
    
    $
    7.1
    
    
    $
    178.4
    
    
    $
    12.7Currency translation gain (loss)
    
    
    79.9
    
    
    
    3.3
    
    
    
    (23.6
    )
    
    
    (3.5
    )Change in fair value of derivatives, net of tax
    
    
    42.3
    
    
    
    3.4
    
    
    
    6.4
    
    
    
    1.9Unrealized investment gain, net of tax
    
    
    5.8
    
    
    
    
    
    
    
    (3.5
    )
    
    
    Comprehensive income
    
    $
    245.9
    
    
    $
    13.8
    
    
    $
    157.7
    
    
    $
    11.1
 (1)
    
    Net income before preferred stock dividend payments ASC710 Compensation -
General
 12. Share-Based Compensation
  Three Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008Non-qualified stock option expense
    
    $
    1.3
    
    
    $
    1.3Non-vested stock awards expense
    
    
    1.5
    
    
    
    1.3Total pre-tax share-based compensation expense
    
    $
    2.8
    
    
    $
    2.6Excess tax benefit on share-based compensation (1)
    
    $
    
    
    
    $
    0.2
 (1)
    
    Cash inflows recognized as financing activities in the condensed consolidated statement of cash flows  19




---



##### Table of Contents



Nine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008Non-qualified stock option expense
    
    $
    3.8
    
    
    $
    3.6Non-vested stock awards expense
    
    
    4.3
    
    
    
    4.5Total pre-tax share-based compensation expense
    
    $
    8.1
    
    
    $
    8.1Excess tax benefit on share-based compensation (1)
    
    $
    0.7
    
    
    $
    7.0
 (1)
    
    Cash inflows recognized as financing activities in the condensed consolidated statement of cash flows  13. Shipping and Handling Costs
  14. Earnings Per Common Share
  Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedOct 2,
    
    
    Sept 26,
    
    
    Oct 2,
    
    
    Sept 26,(in millions, except per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Earnings per common share  basic:Net income for basic EPS computation (1)
    
    $
    16.4
    
    
    $
    50.5
    
    
    $
    117.6
    
    
    $
    178.1Weighted average shares outstanding for basic EPS
computation (2)
    
    
    52.0
    
    
    
    52.8
    
    
    
    51.9
    
    
    
    52.7Earnings per common share  basic (3)
    
    $
    0.32
    
    
    $
    0.96
    
    
    $
    2.27
    
    
    $
    3.38
 (1)
    
    Numerator(2)
    
    Denominator  includes outstanding unvested share-based payment awards (restricted stock)(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
    
    
    Nine Fiscal Months EndedOct 2,
    
    
    Sept 26,
    
    
    Oct 2,
    
    
    Sept 26,(in millions, except per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Earnings per common share  assuming dilution:Net income attributable to Company common shareholders
    
    $
    16.4
    
    
    $
    50.5
    
    
    $
    117.6
    
    
    $
    178.1Add: preferred stock dividends, if applicable
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.3Net income for diluted EPS computation(1)
    
    $
    16.5
    
    
    $
    50.6
    
    
    $
    117.9
    
    
    $
    178.4Weighted average shares outstanding including nonvested shares
    
    
    52.0
    
    
    
    52.8
    
    
    
    51.9
    
    
    
    52.8Dilutive effect of convertible notes
    
    
    
    
    
    
    0.3
    
    
    
    
    
    
    
    0.3Dilutive effect of stock options and restricted stock units
    
    
    0.5
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    1.1Dilutive effect of assumed conversion of preferred stock
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4Weighted average shares outstanding for diluted EPS
computation(2)
    
    
    52.9
    
    
    
    53.7
    
    
    
    52.8
    
    
    
    54.6Earnings per common share  assuming dilution
    
    $
    0.31
    
    
    $
    0.94
    
    
    $
    2.23
    
    
    $
    3.27
 (1)
    
    Numerator(2)
    
    Denominator  20




---



##### Table of Contents



ASC260 Earnings per Share
  Incremental SharesShares Underlying
    
    
    
    
    
    
    Total Treasury
    
    
    Shares Due to the
    
    
    Issued by the0.875% Convertible
    
    
    Warrant
    
    
    Method Incremental
    
    
    Company under
    
    
    Company uponShare Price
    
    Notes
    
    
    Shares
    
    
    Shares(1)
    
    
    Note Hedges
    
    
    Conversion(2)$50.36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $60.36
    
    
    1,167,502
    
    
    
    
    
    
    
    1,167,502
    
    
    
    (1,167,502
    )
    
    
    $70.36
    
    
    2,003,400
    
    
    
    
    
    
    
    2,003,400
    
    
    
    (2,003,400
    )
    
    
    $80.36
    
    
    2,631,259
    
    
    
    382,618
    
    
    
    3,013,877
    
    
    
    (2,631,259
    )
    
    
    382,618$90.36
    
    
    3,120,150
    
    
    
    1,120,363
    
    
    
    4,240,513
    
    
    
    (3,120,150
    )
    
    
    1,120,363$100.36
    
    
    3,511,614
    
    
    
    1,711,088
    
    
    
    5,222,702
    
    
    
    (3,511,614
    )
    
    
    1,711,088
 (1)
    
    Represents the number of incremental shares that must be included in the calculation
of fully diluted shares under U.S. GAAP.(2)
    
    Represents the number of incremental shares to be issued by the Company upon
conversion, assuming concurrent settlement of the note hedges and warrants.   Total Treasury MethodShares Underlying 1.00%
    
    
    IncrementalShare Price
    
    Senior Convertible Notes
    
    
    Shares(1)$83.93
    
    
    
    
    
    
    $93.93
    
    
    602,288
    
    
    
    602,288$103.93
    
    
    1,088,861
    
    
    
    1,088,861$113.93
    
    
    1,490,018
    
    
    
    1,490,018$123.93
    
    
    1,826,436
    
    
    
    1,826,436$133.93
    
    
    2,112,616
    
    
    
    2,112,616
 (1)
    
    Represents the number of incremental shares that must be included in the
calculation of fully diluted shares under U.S. GAAP.  21




---



##### Table of Contents



15. Segment Information
    Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedOct 2,
    
    
    Sept 26,
    
    
    Oct 2,
    
    
    Sept 26,(in millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales:North America
    
    $
    364.2
    
    
    $
    578.2
    
    
    $
    1,127.8
    
    
    $
    1,747.5Europe and North Africa
    
    
    361.5
    
    
    
    537.0
    
    
    
    1,133.6
    
    
    
    1,690.6ROW
    
    
    356.1
    
    
    
    510.8
    
    
    
    994.8
    
    
    
    1,499.1Total
    
    $
    1,081.8
    
    
    $
    1,626.0
    
    
    $
    3,256.2
    
    
    $
    4,937.2Operating Income:North America
    
    $
    4.8
    
    
    $
    33.9
    
    
    $
    56.5
    
    
    $
    97.6Europe and North Africa
    
    
    9.6
    
    
    
    36.6
    
    
    
    73.2
    
    
    
    134.8ROW
    
    
    28.4
    
    
    
    43.3
    
    
    
    100.6
    
    
    
    127.3Total
    
    $
    42.8
    
    
    $
    113.8
    
    
    $
    230.3
    
    
    $
    359.7
 October 2,
    
    
    December 31,(in millions)
    
    2009
    
    
    2008Identifiable Assets:North America
    
    $
    797.4
    
    
    $
    760.1Europe and North Africa
    
    
    1,521.5
    
    
    
    1,493.3ROW
    
    
    1,553.0
    
    
    
    1,414.6Corporate
    
    
    96.5
    
    
    
    168.4Total
    
    $
    3,968.4
    
    
    $
    3,836.4
 16. Commitments and Contingencies
    22




---



##### Table of Contents



23




---



##### Table of Contents



17. Unconsolidated Affiliated Companies
  18. Fair Value Disclosure
 ASC820 Fair Value Measurements and Disclosures
  
    
    Level 1  Quoted prices in active markets for identical assets or liabilities. Level 1
assets and liabilities include debt and equity securities and derivative contracts that are
traded in an active exchange market.
    
    Level 2  Observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of
the assets or liabilities.
    
    Level 3  Unobservable inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities
include financial instruments whose value is determined using pricing models, discounted cash
flow methodologies, or similar techniques for which the determination of fair value requires
significant management judgment or estimation.
   October 2, 2009Fair Value Measurement UsingLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Fair ValueAssets:Derivative assets
    
    $
    
    
    
    $
    15.8
    
    
    $
    
    
    
    $
    15.8Trading securities(1)
    
    
    13.1
    
    
    
    
    
    
    
    
    
    
    
    13.1Total Assets
    
    $
    13.1
    
    
    $
    15.8
    
    
    $
    
    
    
    $
    28.9LiabilitiesDerivative liabilities
    
    $
    
    
    
    $
    22.7
    
    
    $
    
    
    
    $
    22.7Total liabilities
    
    $
    
    
    
    $
    22.7
    
    
    $
    
    
    
    $
    22.7
 (1)
    
    Trading securities are held in the Rabbi Trust as part of the Companys deferred
compensation plan, see Note 11 to the condensed consolidated financial statements  24




---



##### Table of Contents



19. Supplemental Guarantor Information
  Condensed Statements of Operations
Three Fiscal Months Ended October 2, 2009
 Guarantor
    
    
    Non-Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    358.9
    
    
    $
    722.9
    
    
    $
    
    
    
    $
    1,081.8Intercompany
    
    
    10.2
    
    
    
    0.7
    
    
    
    21.0
    
    
    
    (31.9
    )
    
    
    10.2
    
    
    
    359.6
    
    
    
    743.9
    
    
    
    (31.9
    )
    
    
    1,081.8Cost of sales
    
    
    
    
    
    
    326.1
    
    
    
    652.6
    
    
    
    (21.0
    )
    
    
    957.7Gross profit
    
    
    10.2
    
    
    
    33.5
    
    
    
    91.3
    
    
    
    (10.9
    )
    
    
    124.1Selling, general and administrative expenses
    
    
    7.8
    
    
    
    31.1
    
    
    
    53.3
    
    
    
    (10.9
    )
    
    
    81.3Operating income
    
    
    2.4
    
    
    
    2.4
    
    
    
    38.0
    
    
    
    
    
    
    
    42.8Other income (expense)
    
    
    0.1
    
    
    
    1.7
    
    
    
    (0.9
    )
    
    
    
    
    
    
    0.9Interest income (expense):Interest expense
    
    
    (17.3
    )
    
    
    (18.1
    )
    
    
    (9.5
    )
    
    
    23.5
    
    
    
    (21.4
    )Interest income
    
    
    17.6
    
    
    
    5.9
    
    
    
    0.9
    
    
    
    (23.5
    )
    
    
    0.90.3
    
    
    
    (12.2
    )
    
    
    (8.6
    )
    
    
    
    
    
    
    (20.5
    )Income before income taxes
    
    
    2.8
    
    
    
    (8.1
    )
    
    
    28.5
    
    
    
    
    
    
    
    23.2Income tax provision
    
    
    (1.1
    )
    
    
    4.8
    
    
    
    (7.6
    )
    
    
    
    
    
    
    (3.9
    )Equity in net income of subsidiaries
    
    
    14.8
    
    
    
    18.1
    
    
    
    0.1
    
    
    
    (32.9
    )
    
    
    0.1Net income
    
    
    16.5
    
    
    
    14.8
    
    
    
    21.0
    
    
    
    (32.9
    )
    
    
    19.4Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    2.9
    
    
    
    
    
    
    
    2.9Net income applicable to Company common shareholders
    
    $
    16.4
    
    
    $
    14.8
    
    
    $
    18.1
    
    
    $
    (32.9
    )
    
    $
    16.4
  25




---



##### Table of Contents



Condensed Statements of Operations
Nine Fiscal Months Ended October 2, 2009
 Non-Guarantor
    
    
    Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    1,111.3
    
    
    $
    2,144.9
    
    
    $
    
    
    
    $
    3,256.2Intercompany
    
    
    37.5
    
    
    
    1.8
    
    
    
    40.4
    
    
    
    (79.7
    )
    
    
    37.5
    
    
    
    1,113.1
    
    
    
    2,185.3
    
    
    
    (79.7
    )
    
    
    3,256.2Cost of sales
    
    
    
    
    
    
    955.9
    
    
    
    1,852.4
    
    
    
    (40.4
    )
    
    
    2,767.9Gross profit
    
    
    37.5
    
    
    
    157.2
    
    
    
    332.9
    
    
    
    (39.3
    )
    
    
    488.3Selling, general and administrative expenses
    
    
    29.6
    
    
    
    107.7
    
    
    
    160.0
    
    
    
    (39.3
    )
    
    
    258.0Operating income
    
    
    7.9
    
    
    
    49.5
    
    
    
    172.9
    
    
    
    
    
    
    
    230.3Other income (expense)
    
    
    0.2
    
    
    
    2.7
    
    
    
    8.1
    
    
    
    
    
    
    
    11.0Interest income (expense):Interest expense
    
    
    (52.2
    )
    
    
    (52.3
    )
    
    
    (30.2
    )
    
    
    68.7
    
    
    
    (66.0
    )Interest income
    
    
    51.2
    
    
    
    17.6
    
    
    
    2.6
    
    
    
    (68.7
    )
    
    
    2.7(1.0
    )
    
    
    (34.7
    )
    
    
    (27.6
    )
    
    
    
    
    
    
    (63.3
    )Income before income taxes
    
    
    7.1
    
    
    
    17.5
    
    
    
    153.4
    
    
    
    
    
    
    
    178.0Income tax provision
    
    
    (2.7
    )
    
    
    (9.5
    )
    
    
    (41.2
    )
    
    
    
    
    
    
    (53.4
    )Equity in net income of subsidiaries
    
    
    113.4
    
    
    
    105.5
    
    
    
    0.3
    
    
    
    (218.8
    )
    
    
    0.4Net income
    
    
    117.8
    
    
    
    113.5
    
    
    
    112.5
    
    
    
    (218.8
    )
    
    
    125.0Less: preferred stock dividends
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3Less: net income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    7.1
    
    
    
    
    
    
    
    7.1Net income applicable to Company common shareholders
    
    $
    117.5
    
    
    $
    113.5
    
    
    $
    105.4
    
    
    $
    (218.8
    )
    
    $
    117.6
 Condensed Statements of Operations
Three Fiscal Months Ended September 26, 2008
 Non-Guarantor
    
    
    Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    570.3
    
    
    $
    1,055.7
    
    
    $
    
    
    
    $
    1,626.0Intercompany
    
    
    15.2
    
    
    
    0.5
    
    
    
    12.1
    
    
    
    (27.8
    )
    
    
    15.2
    
    
    
    570.8
    
    
    
    1.067.8
    
    
    
    (27.8
    )
    
    
    1,626.0Cost of sales
    
    
    
    
    
    
    504.1
    
    
    
    924.2
    
    
    
    (12.1
    )
    
    
    1,416.2Gross profit
    
    
    15.2
    
    
    
    66.7
    
    
    
    143.6
    
    
    
    (15.7
    )
    
    
    209.8Selling, general and administrative expenses
    
    
    12.3
    
    
    
    36.3
    
    
    
    63.1
    
    
    
    (15.7
    )
    
    
    96.0Operating income
    
    
    2.9
    
    
    
    30.4
    
    
    
    80.5
    
    
    
    
    
    
    
    113.8Other income (expense)
    
    
    (0.6
    )
    
    
    (1.3
    )
    
    
    (9.0
    )
    
    
    
    
    
    
    (10.9
    )Interest income (expense):Interest expense
    
    
    (17.4
    )
    
    
    (19.3
    )
    
    
    (13.3
    )
    
    
    23.6
    
    
    
    (26.4
    )Interest income
    
    
    18.0
    
    
    
    6.2
    
    
    
    3.2
    
    
    
    (23.6
    )
    
    
    3.80.6
    
    
    
    (13.1
    )
    
    
    (10.1
    )
    
    
    
    
    
    
    (22.6
    )Income before income taxes
    
    
    2.9
    
    
    
    16.0
    
    
    
    61.4
    
    
    
    
    
    
    
    80.3Income tax provision
    
    
    (2.6
    )
    
    
    (7.1
    )
    
    
    (15.6
    )
    
    
    
    
    
    
    (25.3
    )Equity in net income of subsidiaries
    
    
    50.3
    
    
    
    41.4
    
    
    
    (0.4
    )
    
    
    (89.8
    )
    
    
    1.5Net income
    
    
    50.6
    
    
    
    50.3
    
    
    
    45.4
    
    
    
    (89.8
    )
    
    
    56.5Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Less: net income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    5.9
    
    
    
    
    
    
    
    5.9Net income applicable to Company common shareholders
    
    $
    50.5
    
    
    $
    50.3
    
    
    $
    39.5
    
    
    $
    (89.8
    )
    
    $
    50.5
  26




---



##### Table of Contents



Condensed Statements of Operations
Nine Fiscal Months Ended September 26, 2008
 Non-Guarantor
    
    
    Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet sales:Customers
    
    $
    
    
    
    $
    1,718.4
    
    
    $
    3,218.8
    
    
    $
    
    
    
    $
    4,937.2Intercompany
    
    
    44.4
    
    
    
    1.8
    
    
    
    39.5
    
    
    
    (85.7
    )
    
    
    44.4
    
    
    
    1,720.2
    
    
    
    3,258.3
    
    
    
    (85.7
    )
    
    
    4,937.2Cost of sales
    
    
    
    
    
    
    1,518.7
    
    
    
    2,808.2
    
    
    
    (39.5
    )
    
    
    4,287.4Gross profit
    
    
    44.4
    
    
    
    201.5
    
    
    
    450.1
    
    
    
    (46.2
    )
    
    
    649.8Selling, general and administrative expenses
    
    
    36.3
    
    
    
    110.3
    
    
    
    189.7
    
    
    
    (46.2
    )
    
    
    290.1Operating income
    
    
    8.1
    
    
    
    91.2
    
    
    
    260.4
    
    
    
    
    
    
    
    359.7Other income (expense)
    
    
    (1.3
    )
    
    
    (0.7
    )
    
    
    (9.3
    )
    
    
    
    
    
    
    (11.3
    )Interest income (expense):Interest expense
    
    
    (51.9
    )
    
    
    (58.0
    )
    
    
    (36.3
    )
    
    
    71.0
    
    
    
    (75.2
    )Interest income
    
    
    53.3
    
    
    
    18.4
    
    
    
    9.4
    
    
    
    (71.0
    )
    
    
    10.11.4
    
    
    
    (39.6
    )
    
    
    (26.9
    )
    
    
    
    
    
    
    (65.1
    )Income before income taxes
    
    
    8.2
    
    
    
    50.9
    
    
    
    224.2
    
    
    
    
    
    
    
    283.3Income tax provision
    
    
    (7.3
    )
    
    
    (26.8
    )
    
    
    (62.4
    )
    
    
    
    
    
    
    (96.5
    )Equity in net income of subsidiaries
    
    
    177.5
    
    
    
    153.4
    
    
    
    2.4
    
    
    
    (329.0
    )
    
    
    4.3Net income
    
    
    178.4
    
    
    
    177.5
    
    
    
    164.2
    
    
    
    (329.0
    )
    
    
    191.1Less: preferred stock dividends
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3Less: net income attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    12.7
    
    
    
    
    
    
    
    12.7Net income applicable to Company common shareholders
    
    $
    178.1
    
    
    $
    177.5
    
    
    $
    151.5
    
    
    $
    (329.0
    )
    
    $
    178.1
  27




---



##### Table of Contents



Condensed Balance Sheets
October 2, 2009
 Guarantor
    
    
    Non-Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalAssetsCurrent assets:Cash and cash equivalents
    
    $
    4.0
    
    
    $
    6.7
    
    
    $
    441.5
    
    
    $
    
    
    
    $
    452.2Receivables, net of allowances
    
    
    
    
    
    
    224.3
    
    
    
    702.0
    
    
    
    
    
    
    
    926.3Inventories
    
    
    
    
    
    
    291.8
    
    
    
    670.5
    
    
    
    
    
    
    
    962.3Deferred income taxes
    
    
    7.0
    
    
    
    69.9
    
    
    
    40.3
    
    
    
    
    
    
    
    117.2Prepaid expenses and other
    
    
    3.3
    
    
    
    30.3
    
    
    
    46.4
    
    
    
    
    
    
    
    80.0Total current assets
    
    
    14.3
    
    
    
    623.0
    
    
    
    1,900.7
    
    
    
    
    
    
    
    2,538.0Property, plant and equipment, net
    
    
    0.3
    
    
    
    201.8
    
    
    
    801.8
    
    
    
    
    
    
    
    1,003.9Deferred income taxes
    
    
    (8.7
    )
    
    
    (1.4
    )
    
    
    22.3
    
    
    
    
    
    
    
    12.2Intercompany accounts
    
    
    1,091.3
    
    
    
    416.0
    
    
    
    29.5
    
    
    
    (1,536.8
    )
    
    
    Investment in subsidiaries
    
    
    1,009.7
    
    
    
    1,199.5
    
    
    
    
    
    
    
    (2,209.2
    )
    
    
    Goodwill
    
    
    
    
    
    
    6.8
    
    
    
    154.8
    
    
    
    
    
    
    
    161.6Intangible assets, net
    
    
    
    
    
    
    0.6
    
    
    
    196.1
    
    
    
    
    
    
    
    196.7Unconsolidated affiliated companies
    
    
    
    
    
    
    3.2
    
    
    
    5.9
    
    
    
    
    
    
    
    9.1Other non-current assets
    
    
    10.4
    
    
    
    22.1
    
    
    
    14.4
    
    
    
    
    
    
    
    46.9Total assets
    
    $
    2,117.3
    
    
    $
    2,471.6
    
    
    $
    3,125.5
    
    
    $
    (3,746.0
    )
    
    $
    3,968.4Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    115.1
    
    
    $
    632.5
    
    
    $
    
    
    
    $
    747.6Accrued liabilities
    
    
    (23.5
    )
    
    
    91.1
    
    
    
    286.4
    
    
    
    
    
    
    
    354.0Current portion of long-term debt
    
    
    
    
    
    
    
    
    
    
    132.2
    
    
    
    
    
    
    
    132.2Total current liabilities
    
    
    (23.5
    )
    
    
    206.2
    
    
    
    1,051.1
    
    
    
    
    
    
    
    1,233.8Long-term debt
    
    
    1,001.2
    
    
    
    0.2
    
    
    
    83.0
    
    
    
    
    
    
    
    1,084.4Deferred income taxes
    
    
    2.1
    
    
    
    (3.6
    )
    
    
    131.4
    
    
    
    
    
    
    
    129.9Intercompany accounts
    
    
    0.1
    
    
    
    1,120.8
    
    
    
    415.9
    
    
    
    (1,536.8
    )
    
    
    Other liabilities
    
    
    12.9
    
    
    
    138.4
    
    
    
    103.2
    
    
    
    
    
    
    
    254.5Total liabilities
    
    
    992.8
    
    
    
    1,462.0
    
    
    
    1,784.6
    
    
    
    (1,536.8
    )
    
    
    2,702.6Total Company shareholders equity
    
    
    1,124.5
    
    
    
    1,009.6
    
    
    
    1,199.6
    
    
    
    (2,209.2
    )
    
    
    1,124.5Noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    141.3
    
    
    
    
    
    
    
    141.3Total liabilities and shareholders equity
    
    $
    2,117.3
    
    
    $
    2,471.6
    
    
    $
    3,125.5
    
    
    $
    (3,746.0
    )
    
    $
    3,968.4
  28




---



##### Table of Contents



Condensed Balance Sheets
December 31, 2008
 Guarantor
    
    
    Non-Guarantor(in millions)
    
    Parent
    
    
    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
  29




---



##### Table of Contents



Condensed Statements of Cash Flows
Nine Fiscal Months Ended October 2, 2009
 Guarantor
    
    
    Non-Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    30.8
    
    
    $
    (5.8
    )
    
    $
    340.3
    
    
    $
    
    
    
    $
    365.3Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (21.2
    )
    
    
    (89.1
    )
    
    
    
    
    
    
    (110.3
    )Proceeds from properties sold
    
    
    
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    
    
    
    
    0.4Acquisitions, net of cash acquired
    
    
    
    
    
    
    (14.2
    )
    
    
    
    
    
    
    
    
    
    
    (14.2
    )Intercompany accounts
    
    
    (29.9
    )
    
    
    
    
    
    
    
    
    
    
    29.9
    
    
    
    Other, net
    
    
    
    
    
    
    4.9
    
    
    
    
    
    
    
    
    
    
    
    4.9Net cash flows of investing activities
    
    
    (29.9
    )
    
    
    (30.4
    )
    
    
    (88.8
    )
    
    
    29.9
    
    
    
    (119.2
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Excess tax benefits from stock-based compensation
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7Intercompany accounts
    
    
    
    
    
    
    16.4
    
    
    
    13.5
    
    
    
    (29.9
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    91.5
    
    
    
    
    
    
    
    
    
    
    
    91.5Repayments of revolving credit borrowings
    
    
    
    
    
    
    (91.5
    )
    
    
    
    
    
    
    
    
    
    
    (91.5
    )Proceeds (repayments) of other debt, net
    
    
    
    
    
    
    (2.2
    )
    
    
    (80.5
    )
    
    
    
    
    
    
    (82.7
    )Proceeds from exercise of stock options
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4Net cash flows of financing activities
    
    
    0.8
    
    
    
    14.2
    
    
    
    (67.0
    )
    
    
    (29.9
    )
    
    
    (81.9
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    0.6
    
    
    
    4.8
    
    
    
    
    
    
    
    5.4Increase (decrease) in cash and cash equivalents
    
    
    1.7
    
    
    
    (21.4
    )
    
    
    189.3
    
    
    
    
    
    
    
    169.6Cash and cash equivalents  beginning of period
    
    
    2.3
    
    
    
    28.1
    
    
    
    252.2
    
    
    
    
    
    
    
    282.6Cash and cash equivalents  end of period
    
    $
    4.0
    
    
    $
    6.7
    
    
    $
    441.5
    
    
    $
    
    
    
    $
    452.2
 Condensed Statements of Cash Flows
Nine Fiscal Months Ended September 26, 2008
 Guarantor
    
    
    Non-Guarantor(in millions)
    
    Parent
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    TotalNet cash flows of operating activities
    
    $
    24.2
    
    
    $
    41.3
    
    
    $
    63.2
    
    
    $
    
    
    
    $
    128.7Cash flows of investing activities:Capital expenditures
    
    
    
    
    
    
    (35.8
    )
    
    
    (113.7
    )
    
    
    
    
    
    
    (149.5
    )Proceeds from properties sold
    
    
    
    
    
    
    2.4
    
    
    
    3.5
    
    
    
    
    
    
    
    5.9Acquisitions, net of cash acquired
    
    
    
    
    
    
    (16.4
    )
    
    
    (31.3
    )
    
    
    
    
    
    
    (47.7
    )Intercompany accounts
    
    
    (41.9
    )
    
    
    
    
    
    
    
    
    
    
    41.9
    
    
    
    Other, net
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    
    
    
    
    (0.6
    )Net cash flows of investing activities
    
    
    (41.9
    )
    
    
    (50.4
    )
    
    
    (141.5
    )
    
    
    41.9
    
    
    
    (191.9
    )Cash flows of financing activities:Preferred stock dividends paid
    
    
    1.2
    
    
    
    
    
    
    
    (1.5
    )
    
    
    
    
    
    
    (0.3
    )Excess tax benefits from stock-based compensation
    
    
    7.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.0Intercompany accounts
    
    
    
    
    
    
    34.5
    
    
    
    7.4
    
    
    
    (41.9
    )
    
    
    Proceeds from revolving credit borrowings
    
    
    
    
    
    
    124.7
    
    
    
    
    
    
    
    
    
    
    
    124.7Repayments of revolving credit borrowings
    
    
    
    
    
    
    (157.7
    )
    
    
    
    
    
    
    
    
    
    
    (157.7
    )Proceeds (repayments) of other debt, net
    
    
    
    
    
    
    (0.6
    )
    
    
    146.2
    
    
    
    
    
    
    
    145.6Proceeds from exercise of stock options
    
    
    2.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.4Net cash flows of financing activities
    
    
    10.6
    
    
    
    0.9
    
    
    
    152.1
    
    
    
    (41.9
    )
    
    
    121.7Effect of exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    (0.2
    )
    
    
    (12.1
    )
    
    
    
    
    
    
    (12.3
    )Increase (decrease) in cash and cash equivalents
    
    
    (7.1
    )
    
    
    (8.4
    )
    
    
    61.7
    
    
    
    
    
    
    
    46.2Cash and cash equivalents  beginning of period
    
    
    7.2
    
    
    
    13.2
    
    
    
    305.3
    
    
    
    
    
    
    
    325.7Cash and cash equivalents  end of period
    
    $
    0.1
    
    
    $
    4.8
    
    
    $
    367.0
    
    
    $
    
    
    
    $
    371.9
  30




---



##### Table of Contents



Notes to Parent Company Condensed Financial Information
 Basis of Presentation
  Parent Company Long-Term Debt
   October 2,
    
    
    December 31,2009
    
    
    20081.00% Senior Convertible Notes due 2012
    
    $
    475.0
    
    
    $
    475.0Debt discount on Senior Convertible Notes due 2012
    
    
    (81.6
    )
    
    
    (99.3
    )0.875% Convertible Notes due 2013
    
    
    355.0
    
    
    
    355.0Debt discount on Convertible Notes due 2013
    
    
    (81.2
    )
    
    
    (93.3
    )7.125% Senior Notes due 2017
    
    
    200.0
    
    
    
    200.0Senior Floating Rate Notes
    
    
    125.0
    
    
    
    125.0Other debt
    
    
    9.0
    
    
    
    Total Parent Company debt
    
    
    1,001.2
    
    
    
    962.4Less current maturities
    
    
    
    
    
    
    Parent Company Long-term debt
    
    $
    1,001.2
    
    
    $
    962.4
   Sept 30,
    
    
    Sept 30,
    
    
    Sept 30,
    
    
    Sept 30,
    
    
    Sept 30,(in millions)
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014Debt maturities
    
    $
    
    
    
    $
    
    
    
    $
    475.0
    
    
    $
    355.0
    
    
    $
    
 Commitments and Contingencies
  Dividends
  20. Subsequent Events
    31




---



##### Table of Contents



GENERAL CABLE CORPORATION AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  .
 Overview
    Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008
    
    
    October 2, 2009
    
    
    September 26, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales:North America
    
    $
    364.2
    
    
    
    34
    %
    
    $
    578.2
    
    
    
    36
    %
    
    $
    1,127.8
    
    
    
    35
    %
    
    $
    1,747.5
    
    
    
    35
    %Europe and North Africa
    
    
    361.5
    
    
    
    33
    %
    
    
    537.0
    
    
    
    33
    %
    
    
    1,133.6
    
    
    
    35
    %
    
    
    1,690.6
    
    
    
    34
    %ROW
    
    
    356.1
    
    
    
    33
    %
    
    
    510.8
    
    
    
    31
    %
    
    
    994.8
    
    
    
    30
    %
    
    
    1,499.1
    
    
    
    31
    %Total net sales
    
    $
    1,081.8
    
    
    
    100
    %
    
    $
    1,626.0
    
    
    
    100
    %
    
    $
    3,256.2
    
    
    
    100
    %
    
    $
    4,937.2
    
    
    
    100
    %Operating income:North America
    
    $
    4.8
    
    
    
    11
    %
    
    $
    33.9
    
    
    
    30
    %
    
    $
    56.5
    
    
    
    24
    %
    
    $
    97.6
    
    
    
    27
    %Europe and North Africa
    
    
    9.6
    
    
    
    22
    %
    
    
    36.6
    
    
    
    32
    %
    
    
    73.2
    
    
    
    32
    %
    
    
    134.8
    
    
    
    38
    %ROW
    
    
    28.4
    
    
    
    67
    %
    
    
    43.3
    
    
    
    38
    %
    
    
    100.6
    
    
    
    44
    %
    
    
    127.3
    
    
    
    35
    %Total operating income
    
    $
    42.8
    
    
    
    100
    %
    
    $
    113.8
    
    
    
    100
    %
    
    $
    230.3
    
    
    
    100
    %
    
    $
    359.7
    
    
    
    100
    %
   32




---



##### 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.
    33




---



##### Table of Contents



Acquisitions and Divestitures
   Critical Accounting Policies and Estimates
  New Accounting Standards
 ASC715: Compensation-Retirement
Benefits
  34




---



##### Table of Contents



Results of Operations
  Three Fiscal Months Ended
    
    
    Nine Fiscal Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,2009
    
    
    2008
    
    
    2009
    
    
    2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Net sales
    
    $
    1,081.8
    
    
    
    100.0
    %
    
    $
    1,626.0
    
    
    
    100.0
    %
    
    $
    3,256.2
    
    
    
    100.0
    %
    
    $
    4,937.2
    
    
    
    100.0
    %Cost of sales
    
    
    957.7
    
    
    
    88.5
    %
    
    
    1,416.2
    
    
    
    87.1
    %
    
    
    2,767.9
    
    
    
    85.0
    %
    
    
    4,287.4
    
    
    
    86.8
    %Gross profit
    
    
    124.1
    
    
    
    11.5
    %
    
    
    209.8
    
    
    
    12.9
    %
    
    
    488.3
    
    
    
    15.0
    %
    
    
    649.8
    
    
    
    13.2
    %Selling, general and
administrative expenses
    
    
    81.3
    
    
    
    7.5
    %
    
    
    96.0
    
    
    
    5.9
    %
    
    
    258.0
    
    
    
    7.9
    %
    
    
    290.1
    
    
    
    5.9
    %Operating income
    
    
    42.8
    
    
    
    4.0
    %
    
    
    113.8
    
    
    
    7.0
    %
    
    
    230.3
    
    
    
    7.1
    %
    
    
    359.7
    
    
    
    7.3
    %Other income (expense)
    
    
    0.9
    
    
    
    0.1
    %
    
    
    (10.9
    )
    
    
    (0.7
    )%
    
    
    11.0
    
    
    
    0.3
    %
    
    
    (11.3
    )
    
    
    (0.2
    )%Interest expense, net
    
    
    (20.5
    )
    
    
    (1.9
    )%
    
    
    (22.6
    )
    
    
    (1.4
    )%
    
    
    (63.3
    )
    
    
    (1.9
    )%
    
    
    (65.1
    )
    
    
    (1.3
    )%Income before income taxes
    
    
    23.2
    
    
    
    2.1
    %
    
    
    80.3
    
    
    
    4.9
    %
    
    
    178.0
    
    
    
    5.5
    %
    
    
    283.3
    
    
    
    5.7
    %Income tax provision
    
    
    (3.9
    )
    
    
    (0.4
    )%
    
    
    (25.3
    )
    
    
    (1.6
    )%
    
    
    (53.4
    )
    
    
    (1.6
    )%
    
    
    (96.5
    )
    
    
    (2.0
    )%Equity in net earnings of
affiliated companies
    
    
    0.1
    
    
    
    
    %
    
    
    1.5
    
    
    
    0.1
    %
    
    
    0.4
    
    
    
    
    %
    
    
    4.3
    
    
    
    0.1
    %Net income
including noncontrolling interest
    
    
    19.4
    
    
    
    1.8
    %
    
    
    56.5
    
    
    
    3.5
    %
    
    
    125.0
    
    
    
    3.8
    %
    
    
    191.1
    
    
    
    3.9
    %Less: preferred stock dividends
    
    
    0.1
    
    
    
    
    %
    
    
    0.1
    
    
    
    
    %
    
    
    0.3
    
    
    
    
    %
    
    
    0.3
    
    
    
    
    %Less: net income attributable
noncontrolling interest
    
    
    2.9
    
    
    
    0.3
    %
    
    
    5.9
    
    
    
    0.4
    %
    
    
    7.1
    
    
    
    0.2
    %
    
    
    12.7
    
    
    
    0.3
    %Net income attributable to
Company common shareholders
    
    $
    16.4
    
    
    
    1.5
    %
    
    $
    50.5
    
    
    
    3.1
    %
    
    $
    117.6
    
    
    
    3.6
    %
    
    $
    178.1
    
    
    
    3.6
    %
 Three Fiscal Months Ended October 2, 2009 Compared with Three Fiscal Months Ended September 26,
2008
 Net Sales
  Net SalesThree Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008(in millions)
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    364.2
    
    
    
    34
    %
    
    $
    578.2
    
    
    
    36
    %Europe and North Africa
    
    
    361.5
    
    
    
    33
    %
    
    
    537.0
    
    
    
    33
    %ROW
    
    
    356.1
    
    
    
    33
    %
    
    
    510.8
    
    
    
    31
    %Total net sales
    
    $
    1,081.8
    
    
    
    100
    %
    
    $
    1,626.0
    
    
    
    100
    %
 Metal-Adjusted Net SalesThree Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008(in millions)
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    364.2
    
    
    
    34
    %
    
    $
    518.3
    
    
    
    36
    %Europe and North Africa
    
    
    361.5
    
    
    
    33
    %
    
    
    479.7
    
    
    
    33
    %ROW
    
    
    356.1
    
    
    
    33
    %
    
    
    446.4
    
    
    
    31
    %Total metal-adjusted net sales
    
    $
    1,081.8
    
    
    
    100
    %
    
    $
    1,444.4
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    181.6Total net sales
    
    $
    1,081.8
    
    
    
    
    
    
    $
    1,626.0
  35




---



##### Table of Contents



Metal Pounds SoldThree Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008(in millions)
    
    Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    71.7
    
    
    
    31
    %
    
    
    95.1
    
    
    
    33
    %Europe and North Africa
    
    
    67.0
    
    
    
    30
    %
    
    
    93.1
    
    
    
    33
    %ROW
    
    
    88.2
    
    
    
    39
    %
    
    
    97.3
    
    
    
    34
    %Total metal pounds sold
    
    
    226.9
    
    
    
    100
    %
    
    
    285.5
    
    
    
    100
    %
      36




---



##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeThree Fiscal Months Ended,October 2, 2009
    
    
    September 26, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    4.8
    
    
    
    11
    %
    
    $
    33.9
    
    
    
    30
    %Europe and North Africa
    
    
    9.6
    
    
    
    22
    %
    
    
    36.6
    
    
    
    32
    %ROW
    
    
    28.4
    
    
    
    67
    %
    
    
    43.3
    
    
    
    38
    %Total operating income
    
    $
    42.8
    
    
    
    100
    %
    
    $
    113.8
    
    
    
    100
    %
     Other Income (Expense)
   37




---



##### Table of Contents



Interest Expense
  Tax Provision
  Nine Fiscal Months Ended October 2, 2009 Compared with Nine Fiscal Months Ended September 26, 2008
 Net Sales
  Net SalesNine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008(in millions)
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    1,127.8
    
    
    
    35
    %
    
    $
    1,747.5
    
    
    
    35
    %Europe and North Africa
    
    
    1,133.6
    
    
    
    35
    %
    
    
    1,690.6
    
    
    
    34
    %ROW
    
    
    994.8
    
    
    
    30
    %
    
    
    1,499.1
    
    
    
    31
    %Total net sales
    
    $
    3,256.2
    
    
    
    100
    %
    
    $
    4,937.2
    
    
    
    100
    %
 Metal-Adjusted Net SalesNine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008(in millions)
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    1,127.8
    
    
    
    35
    %
    
    $
    1,413.2
    
    
    
    36
    %Europe and North Africa
    
    
    1,133.6
    
    
    
    35
    %
    
    
    1,397.8
    
    
    
    35
    %ROW
    
    
    994.8
    
    
    
    30
    %
    
    
    1,147.9
    
    
    
    29
    %Total metal-adjusted net sales
    
    $
    3,256.2
    
    
    
    100
    %
    
    $
    3,958.9
    
    
    
    100
    %Metal adjustment
    
    
    
    
    
    
    
    
    
    
    978.3Total net sales
    
    $
    3,256.2
    
    
    
    
    
    
    $
    4,937.2
 Metal Pounds SoldNine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008(in millions)
    
    Pounds
    
    
    %
    
    
    Pounds
    
    
    %North America
    
    
    235.2
    
    
    
    33
    %
    
    
    290.2
    
    
    
    34
    %Europe and North Africa
    
    
    221.4
    
    
    
    31
    %
    
    
    265.7
    
    
    
    31
    %ROW
    
    
    265.1
    
    
    
    36
    %
    
    
    300.1
    
    
    
    35
    %Total metal pounds sold
    
    
    721.7
    
    
    
    100
    %
    
    
    856.0
    
    
    
    100
    %
  38




---



##### Table of Contents



39




---



##### Table of Contents



Gross Profit
  Selling, General and Administrative Expense
  Operating Income
  Operating IncomeNine Fiscal Months EndedOctober 2, 2009
    
    
    September 26, 2008Amount
    
    
    %
    
    
    Amount
    
    
    %North America
    
    $
    56.5
    
    
    
    24
    %
    
    $
    97.6
    
    
    
    27
    %Europe and North Africa
    
    
    73.2
    
    
    
    32
    %
    
    
    134.8
    
    
    
    38
    %ROW
    
    
    100.6
    
    
    
    44
    %
    
    
    127.3
    
    
    
    35
    %Total operating income
    
    $
    230.3
    
    
    
    100
    %
    
    $
    359.7
    
    
    
    100
    %
     Other Income (Expense)
   40




---



##### Table of Contents



Interest Expense
  Tax Provision
  Liquidity and Capital Resources
   Summary of Cash Flows
 .
   41




---



##### Table of Contents



Debt and Other Contractual Obligations
         42




---



##### Table of Contents



43




---



##### Table of Contents



Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    After 5Contractual obligations(1):
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsTotal debt
    
    $
    1,216.6
    
    
    $
    132.2
    
    
    $
    48.2
    
    
    $
    695.9
    
    
    $
    340.3Convertible debt at maturity(2)
    
    
    162.8
    
    
    
    
    
    
    
    
    
    
    
    162.8
    
    
    
    Interest payments on 7.125% Senior Notes
    
    
    121.1
    
    
    
    14.2
    
    
    
    28.5
    
    
    
    28.5
    
    
    
    49.9Interest payments on Senior Floating Rate Notes
    
    
    19.9
    
    
    
    3.3
    
    
    
    6.6
    
    
    
    6.7
    
    
    
    3.3Interest 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
    
    
    12.4
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    3.1
    
    
    
    Operating leases
    
    
    27.3
    
    
    
    8.9
    
    
    
    10.3
    
    
    
    4.3
    
    
    
    3.8Preferred 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)
    
    
    64.0
    
    
    
    
    
    
    
    9.0
    
    
    
    55.0
    
    
    
    Commodity futures and forward pricing
agreements(4)
    
    
    222.0
    
    
    
    152.8
    
    
    
    69.2
    
    
    
    
    
    
    
    Foreign currency contracts(4)
    
    
    312.4
    
    
    
    277.7
    
    
    
    34.7
    
    
    
    
    
    
    
    Unrecognized tax benefits, including interest and
penalties(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    2,208.7
    
    
    $
    611.1
    
    
    $
    231.7
    
    
    $
    964.3
    
    
    $
    401.6
 (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 separately accounting
for the liability and equity components of the convertible debt instruments.(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 Part I, Item 3, Quantitative and
Qualitative Disclosures about Market Risk.(5)
    
    Unrecognized tax benefits of $77.9 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
    44




---



##### Table of Contents



Environmental Matters
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   October 2, 2009
    
    
    December 31, 2008Notional
    
    
    Fair
    
    
    Notional
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueCash flow hedges:Interest rate swap
    
    $
    64.0
    
    
    $
    2.3
    
    
    $
    74.6
    
    
    $
    (0.7
    )Commodity futures
    
    
    163.7
    
    
    
    (11.5
    )
    
    
    198.1
    
    
    
    (84.7
    )Foreign currency forward exchange
    
    
    314.4
    
    
    
    2.4
    
    
    
    438.3
    
    
    
    0.4$
    (6.8
    )
    
    
    
    
    
    $
    (85.0
    )
  Other Forward Pricing Agreements
 ASC815 Derivatives and Hedging
  45




---



##### 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
   46




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  We are subject to certain asbestos litigation and unexpected judgments or settlements that could
have a material adverse effect on our financial results.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers
   Number of Shares
    
    
    Average Stock PriceJuly 4
- July 31
    
    
    457
    
    
    $
    33.78August 1 -
August 28
    
    
    322
    
    
    $
    35.49August 29 -
October 2
    
    
    928
    
    
    $
    39.71
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
   47




---



##### Table of Contents



ITEM 6. EXHIBITS
   4.1
    
    Third Supplemental Indenture to the Indenture, dated as of November
15, 2006, governing the Companys 0.875% Senior Convertible Notes due 2013, among
the Company, the Guarantors referred to therein and the Trustee, supplemented by
the First Supplemental Indenture, dated as of October 31, 2007, and by the Second
Supplemental Indenture, dated as of April 18, 2008 (Incorporated by reference to
Form 8-K filed on September 3, 2009)4.2
    
    Third Supplemental Indenture to the Indenture, dated as of March
21, 2007, governing the Companys 7.125% Senior Fixed Rate Notes due 2017 and
Senior Floating Rate Notes due 2015, among the Company, the Guarantors referred
to therein and the Trustee, supplemented by the First Supplemental Indenture,
dated as of October 31, 2007, and by the Second Supplemental Indenture, dated as
of April 18, 2008 (Incorporated by reference to Form 8-K filed on September 3,
2009)4.3
    
    Third Supplemental Indenture to the Indenture, dated as of
October 2, 2007, governing the Companys 1.00% Senior Convertible Notes due
2012, among the Company, the Guarantors referred to therein and the Trustee,
supplemented by the First Supplemental Indenture, dated as of October 31, 2007,
and by the Second Supplemental Indenture, dated as of April 18, 2008
(Incorporated by reference to Form 8-K filed on September 3, 2009)*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




---



##### Table of Contents



Signature
  General Cable CorporationSigned: November 6, 2009
    By:
    /s/ BRIAN J. ROBINSONBrian J. RobinsonExecutive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting Officer)  49




---



##### Table of Contents



Exhibit Index
 4.1
    
    Third Supplemental Indenture to the Indenture, dated as of November
15, 2006, governing the Companys 0.875% Senior Convertible Notes due 2013, among
the Company, the Guarantors referred to therein and the Trustee, supplemented by
the First Supplemental Indenture, dated as of October 31, 2007, and by the Second
Supplemental Indenture, dated as of April 18, 2008 (Incorporated by reference to
Form 8-K filed on September 3, 2009)4.2
    
    Third Supplemental Indenture to the Indenture, dated as of March
21, 2007, governing the Companys 7.125% Senior Fixed Rate Notes due 2017 and
Senior Floating Rate Notes due 2015, among the Company, the Guarantors referred
to therein and the Trustee, supplemented by the First Supplemental Indenture,
dated as of October 31, 2007, and by the Second Supplemental Indenture, dated as
of April 18, 2008 (Incorporated by reference to Form 8-K filed on September 3,
2009)4.3
    
    Third Supplemental Indenture to the Indenture, dated as of
October 2, 2007, governing the Companys 1.00% Senior Convertible Notes due
2012, among the Company, the Guarantors referred to therein and the Trustee,
supplemented by the First Supplemental Indenture, dated as of October 31, 2007,
and by the Second Supplemental Indenture, dated as of April 18, 2008
(Incorporated by reference to Form 8-K filed on September 3, 2009)*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