UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2008

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      ..

GENERAL CABLE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		06-1398235
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4 Tesseneer Drive		41076-9753
Highland Heights, KY		(Zip Code)
(Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Outstanding at October 31, 2008
Common Stock, $0.01 per value		53,047,362

 

 

GENERAL CABLE CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT
ON FORM 10-Q

		PAGE
PART I Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Statements of Operations – For the three fiscal months and nine fiscal months ended September 26, 2008 and September 28, 2007			3
Balance Sheets - September 26, 2008 and December 31, 2007			4
Statements of Cash Flows - For the nine fiscal months ended September 26, 2008 and September 28, 2007			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures about Market Risk			48
Item 4. Controls and Procedures			49
PART II Other Information
Item 1. Legal Proceedings			50
Item 1A. Risk Factors			50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			50
Item 3. Defaults Upon Senior Securities			51
Item 5. Other Information			51
Item 6. Exhibits			51
Signature			52
Exhibit Index			53
EX-12.1
EX-31.1
EX-31.2
EX-32.1

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

GENERAL CABLE CORPORATION AND SUBSIDIARIES

(unaudited)

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

See accompanying Notes to Condensed Consolidated Financial Statements.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

(unaudited)

		Sept. 26,				Dec. 31,
		2008				2007
Assets
Current Assets:
Cash and cash equivalents		$	371.9			$	325.7
Receivables, net of allowances of $21.4 million at September 26, 2008 and $17.9 million at December 31, 2007			1,327.9				1,121.4
Inventories			1,067.6				928.8
Deferred income taxes			129.8				123.6
Prepaid expenses and other			78.7				73.7
Total current assets			2,975.9				2,573.2
Property, plant and equipment, net			840.3				738.8
Deferred income taxes			41.3				42.6
Goodwill			161.7				116.1
Intangible Assets, net			225.2				236.7
Unconsolidated affiliated companies			9.8				29.5
Other non-current assets			50.7				56.7
Total assets		$	4,304.9			$	3,793.6
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable		$	1,043.3			$	937.3
Accrued liabilities			432.9				397.3
Current portion of long-term debt			293.2				500.9
Total current liabilities			1,769.4				1,835.5
Long-term debt			1,249.7				897.9
Deferred income taxes			113.4				118.5
Other liabilities			189.2				190.0
Total liabilities			3,321.7				3,041.9
Commitments and Contingencies
Minority interest in consolidated subsidiaries			112.8				74.8
Shareholders’ Equity:
Redeemable convertible preferred stock, at redemption value (liquidation preference of $50.00 per share): September 26, 2008 –76,233 outstanding shares December 31, 2007 – 101,940 outstanding shares			3.8				5.1
Common stock, $0.01 par value, issued and outstanding shares: September 26, 2008 – 52,806,457 (net of 5,149,310 treasury shares) December 31, 2007 – 52,430,149 (net of 5,121,841 treasury shares)			0.6				0.6
Additional paid-in capital			286.9				268.0
Treasury stock			(60.6	)			(60.3	)
Retained earnings			626.8				428.3
Accumulated other comprehensive income			12.9				35.2
Total shareholders’ equity			870.4				676.9
Total liabilities and shareholders’ equity		$	4,304.9			$	3,793.6

See accompanying Notes to Condensed Consolidated Financial Statements.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

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

See accompanying Notes to Condensed Consolidated Financial Statements.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of General Cable Corporation and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the three and nine fiscal months ended September 26, 2008, are not necessarily indicative of results that may be expected for the full year. The December 31, 2007, condensed consolidated balance sheet amounts are derived from the audited financial statements but do not include all disclosures herein required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the audited financial statements and notes thereto in General Cable’s 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2008. The Company’s fiscal year end is December 31. The Company’s fiscal quarters consist of 13-week periods ending on the Friday nearest to the end of the calendar months of March, June and September.

The condensed consolidated financial statements include the accounts of General Cable Corporation and its wholly-owned subsidiaries. Investments in 50% or less owned joint ventures in which the Company has the ability to exercise significant influence are accounted for under the equity method of accounting. All intercompany transactions and balances among the consolidated companies have been eliminated.

2. New Accounting Standards

In May 2008, the FASB issued Staff Position (FSP) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (including Partial Cash Settlement). The FSP specifies that when issuers of convertible debt instruments recognize interest cost in subsequent periods, they should separately account for the liability and equity components of the instrument in a manner that will reflect the entity’s nonconvertible debt borrowing rate on the instrument’s issuance date. The FSP will be effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The transition provision will require that entities retrospectively apply the FSP for all periods presented. The Company’s two convertible issuances (see Note 7) will be affected by adopting FSP APB 14-1. The Company is currently evaluating the impact of adopting FSP APB 14-1 on its condensed consolidated financial position, results of operations and cash flows.

In March 2008, the Financial Accounting Standards Board (FASB) issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No. 133. Statement No. 161 requires qualitative disclosures about the Company’s objectives and strategies for using derivatives, quantitative disclosures about the fair value of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The Statement is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact of adopting SFAS No. 161 on its condensed consolidated financial position, results of operations and cash flows.

In February 2008, FSP No. 157-2 partially delayed the effective date of SFAS No. 157 Fair Value Measurements for non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. This FSP is effective for fiscal years beginning after November 15, 2008. However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination that are required to be measured at fair value under FASB Statement No. 141, Business Combinations or FASB No. 141R, Business Combinations. The Company is currently evaluating the impact of adopting FSP No. 157-2 on its condensed consolidated financial position, results of operations and cash flows. As discussed below in Note 18, the Company has adopted SFAS No. 157 with the exception of FSP No. 157-2 as it relates to nonrecurring non-financial assets and non-financial liabilities.

In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations, and Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement No. 141 (revised 2007) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. This standard also requires the fair value measurement of certain other assets and liabilities related to the acquisition such as contingencies

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

and research and development. Statement No. 160 clarifies that a noncontrolling interest in a subsidiary should be reported at fair value as equity in the consolidated financial statements. 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. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. The Statements are effective for fiscal years beginning after December 15, 2008.

3. Acquisitions and Divestitures

On June 30, 2008, the Company and its joint venture partner, A. Soriano Corporation (Anscor), announced that the Company increased its equity ownership in Phelps Dodge Philippines, Inc. (PDP) from 40% to 60%. The Company paid approximately $16.4 million in cash to the sellers in consideration for the additional equity interest in PDP and incurred insignificant fees and expenses related to the transaction. PDP is a joint venture established in 1955 by Anscor, a Philippine public holding company with diverse investments, and Phelps Dodge International Corporation (PDIC), a subsidiary of the Company which was acquired in the fourth quarter of 2007. PDP employs approximately 277 associates and operates one of the largest wire and cable manufacturing facilities in the Philippines. The investment complements the Company’s strategy in the region by providing a platform for further penetration into Southeast Asia markets as well as supporting ongoing operations in Australia, the Middle East and South Africa. In 2007, the last full year before the purchase of additional equity ownership, PDP reported net revenues of approximately $100 million. Net assets and pro forma results of the PDP acquisition are immaterial.

On May 21, 2008, the Company entered a joint venture for majority ownership of E.P.E / EN.I.CA.BISKRA/SPA (Enica Biskra), an Algerian state-owned manufacturer of low and medium voltage power and construction cables. Enica Biskra employs approximately 1,000 associates and is a leading provider of utility cables to the principal Algerian state-owned power utility and gas producer. The Company paid approximately $64.9 million in cash for its investment in Enica Biskra and assumed existing debt of $43.0 million (at prevailing foreign currency exchange rates on the date of purchase). Fees and expenses related to the acquisition totaled approximately $1.0 million. In 2007, the last full year before the joint venture was established, Enica Biskra reported net sales of approximately $102.0 million (based on 2007 average exchange rates). Net assets and pro forma results of the Enica Biskra acquisition are immaterial.

On October 31, 2007, the Company acquired Phelps Dodge International Corporation (PDIC), with operations principally located in Latin America, sub-Saharan Africa and Southeast Asia. PDIC has manufacturing, distribution and sales facilities in 19 countries and nearly 3,000 employees. With more than 50 years of experience in the wire and cable industry, PDIC manufactures a full range of electric utility, electrical infrastructure, construction and communication products. The Company paid approximately $707.6 million in cash to the sellers in consideration for PDIC and $8.5 million in fees and expenses related to the acquisition. In 2006, the last full year before the acquisition, PDIC reported global net sales of approximately $1,168.4 million (based on average exchange rates).

The following table represents a preliminary purchase price allocation based on the estimated fair values, or other measurements as applicable, of the assets acquired and the liabilities assumed as well as $7.1 million for the purchase of additional minority interest, in millions:

		October 31, 2007
Cash		$	99.0
Accounts receivable			279.8
Inventories			280.7
Property, plant and equipment			190.3
Intangible assets			237.4
Goodwill			127.7
Other current and noncurrent assets			75.1
Total assets		$	1,290.0
Current liabilities		$	383.2
Other liabilities			119.4
Total liabilities		$	502.6
Minority Interest		$	64.2

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

The Company has not yet finalized portions of the purchase price allocation principally as it relates to deferred tax adjustments. Any final adjustment may change the allocation of purchase price, which could impact the fair value assigned to assets and liabilities, including changes to goodwill and the amortization of tangible and identifiable intangible assets. The amount of goodwill recognized for the purchase of PDIC represents the excess of the fair value of identified intangible assets and tangible net assets that is partly attributable to PDIC’s 50 plus years of experience in the wire and cable industry, its full range of product offerings and its presence in strategic locations around the world. Further, a certain amount of goodwill may be tax deductible in various tax jurisdictions in future periods depending on the Company making certain tax elections or taking other relevant actions.

The following table presents, in millions, actual consolidated results of operations for the Company for the three and nine fiscal months ended September 26, 2008, including the operations of PDIC, and presents the unaudited pro forma consolidated results of operations for the Company for the three and nine fiscal months ended September 28, 2007 as though the acquisition of PDIC had been completed as of the beginning of that period. This pro forma information is intended to provide information regarding how the Company might have looked if the acquisition had occurred as of January 1, 2007. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually have been required. Accordingly, the pro forma financial information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of the dates indicated or that may be achieved in the future.

		Three Fiscal Months Ended								Nine Fiscal Months Ended
		Sept 26,				Sept 28,				Sept 26,				Sept 28,
		2008				2007				2008				2007
(in millions)						(Pro forma)								(Pro forma)
Revenue		$	1,626.0			$	1,511.7			$	4,937.2			$	4,357.3
Net income applicable to common shareholders		$	57.6			$	71.5			$	199.0			$	206.1
Earnings per common share – assuming dilution		$	1.07			$	1.31			$	3.65			$	3.77

Pro forma adjustments have been made to interest expense, depreciation and amortization, income taxes and minority interest in consolidated subsidiaries to present the amounts on a purchase accounting adjusted basis.

The results of operations of the acquired businesses discussed above have been included in the condensed consolidated financial statements since the respective dates of acquisition.

4. Inventories

General Cable values all of its North American inventories and all of its non-North American metal inventories using the last-in first-out (LIFO) method and all remaining inventories using the first-in first-out (FIFO) method. Inventories are stated at the lower of cost or market value. The Company determines whether a lower of cost or market provision is required on a quarterly basis by computing whether inventory on hand, on a LIFO basis, can be sold at a profit based upon current selling prices less variable selling costs.

Inventories consisted of the following (in millions):

		Sept. 26,				Dec. 31,
		2008				2007
Raw materials		$	236.0			$	145.5
Work in process			181.6				154.3
Finished goods			650.0				629.0
Total		$	1,067.6			$	928.8

At September 26, 2008 and December 31, 2007, $680.8 million and $616.6 million, respectively, of inventories were valued using the LIFO method. Approximate replacement costs of inventories valued using the LIFO method totaled $844.6 million at September 26, 2008 and $792.3 million at December 31, 2007.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

If the Company is not able to recover the LIFO value of its inventory when replacement costs are lower than the LIFO value of the inventory, the Company is required to record a lower of cost or market LIFO inventory adjustment to recognize the charge in its condensed consolidated statement of operations. As of September 26, 2008 and December 31, 2007, the Company recorded a lower of cost or market provision of $10.6 million and $4.5 million, respectively, for copper and aluminum raw material inventory as the replacement costs were lower than the LIFO value. This provision is primarily the result of the metal LIFO value established at the time of the purchase of PDIC and other acquisitions. There was no lower of cost or market provision recorded in first nine fiscal months of 2007 as replacement costs exceeded the historical LIFO value. The Company recorded a $3.0 million and $2.4 million LIFO gain for the liquidation of metal LIFO inventory as the Company reduced its inventory levels during the third quarter ended September 26, 2008 and September 28, 2007, respectively.

The Company has consignment inventory at certain of its customer locations for purchase and use by the customer or other parties. General Cable retains title to the inventory and records no sale until it is ultimately sold either to the customer storing the inventory or to another party. In general, the value and quantity of the consignment inventory is verified by General Cable through either cycle counting or annual physical inventory counting procedures. At September 26, 2008 and December 31, 2007, the Company had approximately $32.9 million and $38.8 million, respectively, of consignment inventory at locations not operated by the Company with approximately 66% and 74%, respectively, of the consignment inventory being located throughout the United States and Canada.

5. Property, Plant and Equipment

Property, plant and equipment are stated at cost. Costs assigned to property, plant and equipment relating to acquisitions are based on estimated fair values at that date. Depreciation is provided using the straight-line method over the estimated useful lives of the assets: buildings, from 15 to 50 years; and machinery, equipment and office furnishings, from 2 to 15 years. Leasehold improvements are depreciated over the life of the lease unless acquired in a business combination, in which case the leasehold improvements are amortized over the shorter of the useful life of the assets or a term that includes the reasonably assured life of the lease.

Property, plant and equipment consisted of the following (in millions):

		Sept. 26,				Dec. 31,
		2008				2007
Land		$	85.7			$	84.4
Buildings and leasehold improvements			215.6				186.7
Machinery, equipment and office furnishings			774.7				670.9
Construction in progress			117.9				95.0
Total — gross book value			1,193.9				1,037.0
Less accumulated depreciation			(353.6	)			(298.2	)
Total — net book value		$	840.3			$	738.8

Depreciation expense for the three and nine fiscal months ended September 26, 2008 was $19.7 million and $57.8 million, respectively. Depreciation expense for the three and nine fiscal months ended September 28, 2007 was $13.3 million and $38.9 million, respectively. Capitalized interest for the three and nine fiscal months ended September 26, 2008 was $0.5 million and $1.1 million, respectively. Capitalized interest for the three and nine fiscal months ended September 28, 2007 was immaterial.

The Company periodically evaluates the recoverability of the carrying amount of long-lived assets (including property, plant and equipment and intangible assets with determinable lives) whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company evaluates events or changes in circumstances based mostly on actual historical operating results, but business plans, forecasts, general and industry trends, and anticipated cash flows are also considered. Impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. Impairment losses are measured as the amount by which the carrying value of an asset exceeds its fair value and are recognized in earnings. The Company also continually evaluates the estimated useful lives of all long-lived assets and, when warranted, revises such estimates based on current events. No material impairment charges occurred during the three and nine fiscal months ended September 26, 2008 and September 28, 2007.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

6. Goodwill and Other Intangible Assets

Goodwill and intangible assets with indefinite useful lives are not amortized, but are reviewed at least annually for impairment. If the carrying amount of goodwill or an intangible asset with an indefinite life exceeds its fair value, impairment loss is recognized in the amount equal to the excess. Intangible assets that are not deemed to have indefinite lives are amortized over their useful lives.

The amounts of goodwill and other intangible assets were as follows in millions of dollars:

		Sept 26,				December 31,
		2008				2007
Goodwill		$	161.7			$	116.1
Unamortized intangible assets:
Trade names			132.9				132.9
Amortizing intangible assets:
Customer relationships			106.4				106.4
Accumulated amortization			(14.1	)			(2.6	)
Total amortizing intangible assets			92.3				103.8
Total intangible assets		$	225.2			$	236.7

The amount of goodwill recognized for the PDIC acquisition reflects the fair market value of PDIC in excess of the fair value of identified intangible assets and tangible net assets. During the nine months ended September 26, 2008 the Company recorded additional goodwill of $45.6 million as a result of purchase price allocation adjustments and the recent acquisition of Enica Biskra and the increased equity ownership of Phelps Dodge Philippines. The Company has not yet finalized portions of the purchase price allocation, which is dependent on, among other things, the finalization of asset and liability valuations and the related tax impact. Any final adjustment may change the allocation of purchase price, which could impact the fair value assigned to assets and liabilities, including changes to goodwill and the amortization of tangible and identifiable intangible assets.

As part of the PDIC acquisition, the Company acquired certain trade names and customer relationships for which the fair market value as of October 31, 2007 has been estimated to be $132.4 million and $104.9 million, respectively. Amortized intangible assets are stated at cost less accumulated amortization as of September 26, 2008 and December 31, 2007. Customer relationships have been determined to have a useful life in the range of 4 to 8 years and are amortized based on historical customer attrition rates. Amortization expense of intangible assets for the first nine fiscal months of 2008 was $11.5 million. There were no significant amortizable intangible assets on the Company’s balance sheet at September 28, 2007 thus no significant amortization expense was recognized during the nine fiscal months ended September 28, 2007. The estimated amortization expense during twelve month periods beginning September 26, 2008 through September 27, 2013 are $15.2 million, $14.9 million, $14.7 million, $12.0 million, $11.4 million and $24.0 million thereafter.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

7. Long-Term Debt

Long-term debt consisted of the following (in millions):

		Sept 26,				December 31,
		2008				2007
1.00% Senior Convertible Notes due 2012		$	475.0			$	475.0
0.875% Senior Convertible Notes due 2013			355.0				355.0
7.125% Senior Notes due 2017			200.0				200.0
Senior Floating Rate Notes due 2015			125.0				125.0
PDIC credit facilities			139.2				37.7
Silec credit facilities			65.0				63.5
Asset Based Loan			27.0				60.0
Spanish Term Loan			70.1				31.3
Capital leases			2.9				3.4
Other			83.7				47.9
Total debt			1,542.9				1,398.8
Less current maturities			293.2				500.9
Long-term debt		$	1,249.7			$	897.9
Weighted average interest rates on the above outstanding balances were as follows:
1.00% Senior Convertible Notes due 2012			1.00	%			1.00	%
0.875% Senior Convertible Notes due 2013			0.875	%			0.875	%
7.125% Senior Notes due 2017			7.125	%			7.125	%
Senior Floating Rate Notes due 2015			5.2	%			7.6	%
PDIC credit facilities			10.7	%			6.4	%
Silec credit facilities			5.4	%			4.8	%
Asset Based Loan			4.8	%			6.3	%
Spanish Term Loan			5.2	%			5.1	%
Capital leases			6.5	%			6.5	%
Other			5.0	%			4.6	%

1.00% Senior Convertible Notes

The Company’s 1.00% Senior Convertible Notes were issued in September 2007 in the amount of $475.0 million. The notes were sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Subsequently, on April 16, 2008, the notes and the common stock issuable upon conversion of the notes were registered on a Registration Statement on Form S-3. The 1.00% Senior Convertible Notes bear interest at a fixed rate of 1.00%, payable semi-annually in arrears, and mature in 2012. The 1.00% Senior Convertible Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company’s wholly-owned U.S. and Canadian subsidiaries. The estimated fair value of the 1.00% Senior Convertible Notes was approximately $368.8 million at September 26, 2008.

The 1.00% Senior Convertible Notes are convertible at the option of the holder into the Company’s common stock at an initial conversion price of $83.93 per share (approximating 11.9142 shares per $1,000 principal amount of the 1.00% Senior Convertible Notes), upon the occurrence of certain events, including (i) during any calendar quarter commencing after March 31, 2008 in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $109.11); (ii) during any five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 1.00% Senior Convertible Notes for each day of that period is less than 98% of the product of the closing sale price of the Company’s common stock and the applicable conversion rate; (iii) distributions to holders of the Company’s common stock are made or upon specified corporate transactions including a consolidation or merger; and (iv) at any time during the period beginning on September 15, 2012 and ending on the close of business on the business day immediately preceding the stated maturity date. In addition, upon events defined as a “fundamental change” under the 1.00% Senior Convertible Note indenture, holders of the 1.00% Senior Convertible Notes may require the Company to repurchase the 1.00% Senior Convertible Notes. If upon the occurrence of such events in which the holders of the 1.00% Senior Convertible Notes exercise the conversion provisions, the Company would need to remit the principal balance of the 1.00% Senior Convertible Notes to the holders in cash.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Therefore, in the event of a “fundamental change” or achievement of the aforementioned average pricing thresholds, the Company would be required to classify the entire amount outstanding of the 1.00% Senior Convertible Notes as a current liability. The evaluation of the classification of amounts outstanding associated with the 1.00% Senior Convertible Notes will occur every quarter.

Upon conversion, a holder will receive, in lieu of common stock, an amount of cash equal to the lesser of (i) the principal amount of 1.00% Senior Convertible Note, or (ii) the conversion value, determined in the manner set forth in the indenture governing the 1.00% Senior Convertible Notes, of a number of shares equal to the conversion rate. If the conversion value exceeds the principal amount of the 1.00% Senior Convertible Note on the conversion date, the Company will also deliver, at the Company’s election, cash or common stock or a combination of cash and common stock with respect to the conversion value upon conversion. If conversion occurs in connection with a “fundamental change” as defined in the 1.00% Senior Convertible Notes indenture, the Company may be required to repurchase the 1.00% Senior Convertible Notes for cash at a price equal to the principal amount plus accrued but unpaid interest. In addition, if conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make whole” premium, not to exceed 15.1906 shares per $1,000 principal amount) by increasing the conversion rate with respect to such notes, under this scenario the maximum aggregate number of shares that the Company would be obligated to issue upon conversion of the 1.00% Senior Convertible Notes is 7,215,535. Under almost all other conditions, the Company may be obligated to issue additional shares up to a maximum of 5,659,245 upon conversion in full of the 1.00% Senior Convertible Notes.

Pursuant to Emerging Issues Task Force (EITF) 90-19, “Convertible Bonds with Issuer Option to Settle for Cash upon Conversion” (EITF 90-19), EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” (EITF 00-19), and EITF 01-6, “The Meaning of Indexed to a Company’s Own Stock” (EITF 01-6), the 1.00% Senior Convertible Notes are accounted for as convertible debt in the accompanying condensed consolidated balance sheet and the embedded conversion option in the 1.00% Senior Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 1.00% Senior Convertible Notes on earnings per share, see Note 14.

Proceeds from the 1.00% Senior Convertible Notes were used to partially fund the purchase price of $707.6 million related to the PDIC acquisition and to pay approximately $12.3 million in debt issuance costs that are being amortized to interest expense over the term of the 1.00 % Senior Convertible Notes.

0.875% Convertible Notes

The Company’s 0.875% Convertible Notes were issued in November of 2006 in the amount of $355.0 million, pursuant to the Company’s effective Registration Statement on Form S-3. The 0.875% Convertible Notes bear interest at a fixed rate of 0.875%, payable semi-annually in arrears, and mature in 2013. The 0.875% Convertible Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by the Company’s wholly-owned U.S. and Canadian subsidiaries. The estimated fair value of the 0.875% Convertible Notes was approximately $346.5 million at September 26, 2008.

The 0.875% Convertible Notes are convertible at the option of the holder into the Company’s common stock at an initial conversion price of $50.36 per share (approximating 19.856 shares per $1,000 principal amount of the 0.875% Convertible Notes), upon the occurrence of certain events, including (i) during any calendar quarter commencing after March 31, 2007 in which the closing price of the Company’s common stock is greater than or equal to 130% of the conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter (establishing a contingent conversion price of $65.47 per share); (ii) during any five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 0.875% Convertible Notes for each day of that period is less than 98% of the product of the closing sale price of the Company’s common stock and the applicable conversion rate; (iii) distributions to holders of the Company’s common stock are made or upon specified corporate transactions including a consolidation or merger; and (iv) at any time during the period beginning on October 15, 2013 and ending on the close of business on the business day immediately preceding the stated maturity date. In addition, upon events defined as a “fundamental change” under the 0.875% Convertible Note indenture, holders of the 0.875% Convertible Notes may require the Company to repurchase the 0.875% Convertible Notes. If upon the occurrence of such events in which the holders of the 0.875% Convertible Notes exercise the conversion provisions, the Company would need to remit the principal balance of the 0.875% Convertible Notes to the holders in cash.

Therefore, in the event of a “fundamental change” or achievement of the aforementioned average pricing thresholds, the Company would be required to classify the entire amount outstanding of the 0.875% Convertible Notes as a current liability.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

The evaluation of the classification of amounts outstanding associated with the 0.875% Convertible Notes will occur every quarter. As a result, the entire $355.0 million was classified as a current liability as of December 31, 2007 because the average stock price exceeded the conversion threshold of $65.47 for 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the calendar quarter. However, as the average stock price did not exceed the conversion threshold for the 20 days during the 30 consecutive trading days ending the last day of the calendar quarter, the entire $355.0 million was classified as a non-current liability as of September 26, 2008.

Upon conversion, a holder will receive, in lieu of common stock, an amount of cash equal to the lesser of (i) the principal amount of 0.875% Convertible Note, or (ii) the conversion value, determined in the manner set forth in the indenture governing the 0.875% Convertible Notes, of a number of shares equal to the conversion rate. If the conversion value exceeds the principal amount of the 0.875% Convertible Note on the conversion date, the Company will also deliver, at the Company’s election, cash or common stock or a combination of cash and common stock with respect to the conversion value upon conversion. If conversion occurs in connection with a “fundamental change” as defined in the 0.875% Convertible Notes indenture, the Company may be required to repurchase the 0.875% Convertible Notes for cash at a price equal to the principal amount plus accrued but unpaid interest. In addition, if conversion occurs in connection with certain changes in control, the Company may be required to deliver additional shares of the Company’s common stock (a “make whole” premium) by increasing the conversion rate with respect to such notes, under this scenario the maximum aggregate number of shares that the Company would be obligated to issue upon conversion of the 0.875% Convertible Notes is 8,987,322. Under almost all other conditions, the Company may be obligated to issue additional shares up to a maximum of 7,048,880 upon conversion in full of the 0.875% Convertible Notes.

Pursuant to EITF 90-19, EITF 00-19 and EITF 01-6, the 0.875% Convertible Notes are accounted for as convertible debt in the accompanying condensed consolidated balance sheet and the embedded conversion option in the 0.875% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 0.875% Convertible Notes and the bond hedges and warrants discussed below on earnings per share, see Note 14.

Concurrent with the sale of the 0.875% Convertible Notes, the Company purchased note hedges that are designed to mitigate potential dilution from the conversion of the 0.875% Convertible Notes in the event that the market value per share of the Company’s common stock at the time of exercise is greater than approximately $50.36. Under the note hedges that cover approximately 7,048,880 shares of the Company’s common stock, the counterparties are required to deliver to the Company either shares of the Company’s common stock or cash in the amount that the Company delivers to the holders of the 0.875% Convertible Notes with respect to a conversion, calculated exclusive of shares deliverable by the Company by reason of any additional make whole premium relating to the 0.875% Convertible Notes or by reason of any election by the Company to unilaterally increase the conversion rate as permitted by the indenture governing the 0.875% Convertible Notes. The note hedges expire at the close of trading on November 15, 2013, which is also the maturity date of the 0.875% Convertible Notes, although the counterparties will have ongoing obligations with respect to 0.875% Convertible Notes properly converted on or prior to that date as to which the counterparties have been timely notified.

In addition, the Company issued warrants to counterparties that could require the Company to issue up to approximately 7,048,880 shares of the Company’s common stock in equal installments on each of the fifteen consecutive business days beginning on and including February 13, 2014 (European style). The strike price is $76.00 per share, which represents a 92.4% premium over the closing price of the Company’s shares of common stock on November 9, 2006. The warrants are expected to provide the Company with some protection against increases in the common stock price over the conversion price per share.

The note hedges and warrants are separate and legally distinct instruments that bind the Company and the counterparties and have no binding effect on the holders of the 0.875% Convertible Notes. In addition, pursuant to EITF 00-19 and EITF 01-6, the note hedges and warrants are accounted for as equity transactions. Therefore, the payment associated with the issuance of the note hedges and the proceeds received from the issuance of the warrants were recorded as a charge and an increase, respectively, in additional paid-in capital in shareholders’ equity as separate equity transactions.

For income tax reporting purposes, the Company has elected to integrate the 0.875% Convertible Notes and the note hedges. Integration of the note hedges with the 0.875% Convertible Notes creates an original issue discount (“OID”) debt instrument for income tax reporting purposes. Therefore, the cost of the note hedges will be accounted for as interest expense over the term of the 0.875% Convertible Notes for income tax reporting purposes. The associated income tax benefits that are recognized for financial reporting purposes will be recognized as a reduction in the income tax provision in the periods that the deductions are taken for income tax reporting purposes.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Proceeds from the offering were used to pay down $87.8 million outstanding, including accrued interest, under the Company’s Amended Credit Facility, to pay $124.5 million for the cost of the note hedges, and to pay approximately $9.4 million in debt issuance costs that are being amortized to interest expense over the term of the 0.875% Convertible Notes. Additionally, the Company received $80.4 million in proceeds from the issuance of the warrants. At the conclusion of these transactions, the net effect of the receipt of the funds from the 0.875% Convertible Notes and the payments and proceeds mentioned above was an increase in cash of approximately $213.7 million, which was used by the Company for general corporate purposes including acquisitions.

7.125% Senior Notes and Senior Floating Rate Notes

On March 21, 2007, the Company completed the issuance and sale of $325.0 million in aggregate principal amount of new senior unsecured notes, comprised of $125.0 million of Senior Floating Rate Notes due 2015 (the “Senior Floating Rate Notes”) and $200.0 million of 7.125% Senior Fixed Rate Notes due 2017 (the “7.125% Senior Notes” and together, the “Notes”). The Notes were offered and sold in private transactions in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). An exchange offer commenced on June 11, 2007 and was completed on July 26, 2007 to replace the unregistered Notes with registered Notes with like terms pursuant to an effective Registration Statement on Form S-4. The Notes are jointly and severally guaranteed by the Company’s wholly-owned U.S. and Canadian subsidiaries. The estimated fair value of the 7.125% Senior Notes and Senior Floating Rate Notes was approximately $188.0 million and $108.8 million, respectively, at September 26, 2008.

The Senior Floating Rate Notes bear interest at an annual rate equal to the 3-month LIBOR rate plus 2.375%, which was 5.2% at September 26, 2008. Interest on the Senior Floating Rate Notes is payable quarterly in arrears in cash on January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2007. The 7.125% Senior Notes bear interest at a rate of 7.125% per year and are payable semi-annually in arrears in cash on April 1 and October 1 of each year, commencing on October 1, 2007. The Senior Floating Rate Notes mature on April 1, 2015 and the 7.125% Senior Notes mature on April 1, 2017.

The Notes’ indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to (i) pay dividends on, redeem or repurchase the Company’s capital stock; (ii) incur additional indebtedness; (iii) make investments; (iv) create liens; (v) sell assets; (vi) engage in certain transactions with affiliates; (vii) create or designate unrestricted subsidiaries; and (viii) consolidate, merge or transfer all or substantially all assets. However, these covenants are subject to important exceptions and qualifications, one of which will permit the Company to declare and pay dividends or distributions on the Series A preferred stock so long as there is no default on the Notes and the Company meets certain financial conditions.

The Company may, at its option, redeem the Senior Floating Rate Notes and 7.125% Senior Notes on or after the following dates and at the following percentages plus accrued and unpaid interest:

Senior Floating Rate Notes						7.125% Senior Notes
Beginning Date		Percentage				Beginning Date				Percentage
April 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	%

Proceeds from the Notes of $325.0 million, less approximately $7.9 million of cash payments for fees and expenses that will be amortized over the life of the Notes, were used to pay approximately $285.0 million for the 9.5% Senior Notes, $9.3 million for accrued interest on the 9.5% Senior Notes and $20.5 million for tender fees and the inducement premium on the 9.5% Senior Notes, leaving net cash proceeds of approximately $2.3 million which were used for general corporate purposes.

PDIC credit facilities

On October 31, 2007, the Company acquired PDIC and assumed the U.S. dollar equivalent of $64.3 million (at the prevailing exchange rate on that date) of mostly short-term revolving PDIC debt as a part of the acquisition. As of September 26, 2008, PDIC related debt was $139.2 million of which approximately $138.7 million was short-term revolving financing agreements at various interest rates. As of September 26, 2008, the Company had approximately $304.4 million of borrowing availability under the various credit facilities. The weighted average interest rate was 10.7% as of September 26, 2008.

Silec credit facilities

As of September 26, 2008, Silec’s debt was the U.S. dollar equivalent of $65.0 million. The debt consisted of approximately $21.1 million relating to an uncommitted accounts receivable facility and approximately $43.9 million of short-term financing agreements at a weighted average interest rate of 5.4%. The Company has approximately $59.3 million of excess availability under these short-term financing agreements.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Senior Secured Revolving Credit Facility (“Amended Credit Facility”)

The Company’s current senior secured revolving credit facility (“Amended Credit Facility”), as amended, is a five-year, $400.0 million asset based revolving credit agreement that includes an approximate $50.0 million sublimit for the issuance of commercial and standby letters of credit and a $20.0 million sublimit for swingline loans. Loans under the Amended Credit Facility bear interest at the Company’s option, equal to either an alternate base rate (prime plus 0.00% to 0.625%) or an adjusted LIBOR rate plus an applicable margin percentage (LIBOR plus 1.125% to 1.875%). The applicable margin percentage is subject to adjustments based upon the excess availability, as defined. At September 26, 2008, the Company had outstanding borrowings of $27.0 million and undrawn availability of $343.0 million under the Amended Credit Facility. As of September 26, 2008, the Company had outstanding letters of credit of $30.0 million related to this Amended Credit Facility. The weighted average interest rate on borrowings outstanding under the Amended Credit Facility was approximately 4.8% as of September 26, 2008.

Indebtedness under the Amended Credit Facility is guaranteed by the Company’s U.S. and Canadian subsidiaries and is secured by a first priority security interest in tangible and intangible property and assets of the Company’s U.S. and Canadian subsidiaries. The lenders have also received a pledge of all of the capital stock of the Company’s existing domestic subsidiaries and any future domestic subsidiaries.

The Amended Credit Facility requires that the Company comply with certain financial covenants, the principal covenant of which is a quarterly minimum fixed charge coverage ratio test, which is only applicable when excess availability, as defined, is below a certain threshold. At September 26, 2008, the Company was in compliance with all covenants under the Amended Credit Facility. In addition, the Amended Credit Facility includes negative covenants, which restrict certain acts. However, the Company will be permitted to declare and pay dividends or distributions on the Series A preferred stock so long as there is no default under the Amended Credit Facility and the Company meets certain financial conditions. The Credit Facility was originally established in November 2003 and has been periodically amended, however, there have been no other terms or conditions of the Amended Credit Facility that have been changed from those terms and conditions disclosed in the Company’s 2007 Annual Report on Form 10-K.

The Company pays fees in connection with the issuance of letters of credit and commitment fees equal to 25 basis points, per annum on any unused commitments under the Amended Credit Facility. Both fees are payable quarterly. In connection with the original issuance and related subsequent amendments to the Amended Credit Facility, the Company incurred fees and expenses aggregating $11.1 million, which are being amortized over the term of the Amended Credit Facility.

Spanish Term Loans and Spanish Credit Facility

The Spanish Term Loan of 50 million euros was issued in December 2005 and was available in up to three tranches, with an interest rate of Euribor plus 0.8% to 1.5% depending on certain debt ratios. Two of the tranches have expired. The remaining tranche (maturing in 2012) was paid and terminated, in June 2008, with net payment of approximately 27.2 million euros or $43.0 million. In February 2008, the Company entered into a term loan in the amount of 20 million euros with an interest rate of Euribor plus 0.5%. The term loan is payable in semi-annual installments, due in August and February, maturing in February 2013. Simultaneously, the Company entered into a fixed interest rate swap to coincide with the terms and conditions of the term loan starting in August 2008 and maturing in February 2013 that will effectively hedge the variable interest rate with a fixed interest rate of 4.2%. In April 2008, the Company entered into a term loan in the amount of 10 million euros with an interest rate of Euribor plus 0.75%. The term loan is payable in semi-annual installments, due in April and October, maturing in April 2013. Simultaneously, the Company entered into a fixed interest rate swap to coincide with the terms and conditions of the term loan starting in October 2008 and maturing in April 2013 that will effectively hedge the variable interest rate with a fixed interest rate of 4.58%. In June 2008, the Company entered into a term loan in the amount of 21 million euros with an interest rate of Euribor plus 0.75%. The term loan is payable in quarterly installments, due in March, June, September and December, maturing in June 2013. Simultaneously, the Company entered into a fixed interest rate swap to coincide with the terms and conditions of the term loan starting in September 2008 and maturing in June 2013 that will effectively hedge the variable interest rate with a fixed interest rate of 4.48%. As of September 26, 2008, the U.S. dollar equivalent of $70.1 million was outstanding under these term loan facilities in order to partially fund the acquisition of Enica Biskra and for general working capital purposes. There is no remaining availability under these Spanish Term Loans. The weighted average interest rate was 5.2% under these term loan facilities as of September 26, 2008.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Three Spanish Credit Facilities totaling 45 million euros were issued in 2008, and mature in 2010, 2011 and 2013 and carry an interest rate of Euribor plus 0.4% to 0.65% depending on certain debt ratios. No funds are currently drawn under these facilities, leaving undrawn availability of approximately the U.S. dollar equivalent of $65.8 million as of September 26, 2008. Commitment fees ranging from 15 to 25 basis points per annum on any unused commitments under these credit facilities are payable on a quarterly basis.

The Spanish Term Loan and Spanish Credit Facility are subject to certain financial ratios of the Company’s European subsidiaries, the most restrictive of which is net debt to EBITDA (earnings before interest, taxes, depreciation and amortization). At September 26, 2008, the Company was in compliance with all covenants under these facilities. In addition, the indebtedness under the combined facilities is guaranteed by the Company’s Portuguese subsidiary and by Silec Cable, S.A.

As of September 26, 2008, ECN Cable’s debt was the U.S. dollar equivalent of $19.2 million. The debt consisted of approximately $0.5 million relating to an uncommitted accounts receivable facility and approximately $18.7 million of short-term financing agreements at a weighted average interest rate of 5.7%. The Company has approximately $65.4 million of excess availability under these short-term financing agreements.

The Company’s Europe and North Africa segment has approximately $152.1 million of facilities that are secured by the Company’s accounts receivable (including $80.4 million at Silec, $25.0 million at ECN and $46.7 million at Spain). At September 26, 2008, $21.6 million (including $0.5 million at ECN and $21.1 million at Silec, mentioned above) of these debt facilities were drawn.

At September 26, 2008, maturities of long-term debt during the twelve month periods beginning September 27, 2008 through September 27, 2013 are $293.2 million, $18.2 million, $16.0 million, $517.4 million and $364.1 million, respectively, and $334.0 million thereafter.

As of September 26, 2008 and December 31, 2007, the Company was in compliance with all debt covenants.

8. Derivative and Other Financial Instruments

General Cable is exposed to various market risks, including changes in interest rates, foreign currency and raw material (commodity) prices. To manage risk associated with the volatility of these natural business exposures, General Cable enters into interest rate, commodity and foreign currency derivative agreements, as it relates to transactions as well as copper and aluminum forward pricing agreements. General Cable does not purchase or sell derivative instruments for trading purposes. General Cable does not engage in trading activities involving commodity contracts for which a lack of marketplace quotations would necessitate the use of fair value estimation techniques.

Cash Flow Hedges

General Cable utilizes interest rate swaps to manage its interest expense exposure by fixing its interest rate on a portion of the Company’s floating rate debt. Under the swap agreements, General Cable typically pays a fixed rate while the counterparty pays to General Cable the difference between the fixed rate and the floating rate. The Company has entered into interest rate swaps on the Company’s Spanish Term Loans. The interest rate swaps are effective beginning in August, September, and October of 2008 as discussed above in Note 7. As of September 26, 2008, in addition to the above mentioned Spanish Term Loans related interest rate swaps, the Company has one outstanding interest rate swap with a notional value of $9.0 million and provides for fixed a interest rate of 4.49% which matures in October 2011. The Company does not provide or receive any collateral specifically for this contract. The fair value of interest rate derivatives, which are designated as and qualify as cash flow hedges as defined in SFAS No. 133, are based on quoted market prices and third party provided calculations, which reflect the present values of the difference between estimated future variable-rate receipts and future fixed-rate payments. At September 26, 2008 and December 31, 2007, the net unrealized loss on the interest rate derivative and the related carrying value was $0.6 million and $0.5 million, respectively.

Outside of North America, General Cable enters into commodity futures contracts, which are designated as and qualify as cash flow hedges as defined in SFAS No. 133, for the purchase of copper, aluminum and lead for delivery in a future month to match certain sales transactions. At September 26, 2008 and December 31, 2007, General Cable had an unrealized loss of $21.2 million and $18.8 million, respectively, on the commodity futures.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

The Company enters into forward exchange contracts, which are designated as and qualify as cash flow hedges as defined in SFAS No. 133, principally to hedge the currency fluctuations in certain transactions denominated in foreign currencies, thereby limiting the Company’s risk that would otherwise result from changes in exchange rates. Principal transactions hedged during the year were firm sales and purchase commitments. The fair value of foreign currency contracts represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices. At September 26, 2008 and December 31, 2007, the net unrealized gain on the net foreign currency contracts was $5.9 million and $8.2 million, respectively.

Unrealized gains and losses on these derivative financial instruments are recorded in other comprehensive income (loss) until the underlying transaction occurs and is recorded in the statement of operations at which point such amounts included in other comprehensive income (loss) are recognized in income, which generally will occur over periods of less than one year. During the three and nine fiscal months ended September 26, 2008, a $10.2 million and a $26.2 million gain, respectively, was reclassified from accumulated other comprehensive income to the statement of operations. During the three and nine fiscal months ended September 28, 2007, a $2.7 million gain and a $(0.1) million loss, respectively, were reclassified from accumulated other comprehensive income to the statement of operations.

Fair Value of Designated Derivatives

The notional amounts and fair values of these designated cash flow hedges at September 26, 2008 and December 31, 2007 are shown below (in millions). The carrying amount of the financial instruments was a net liability of $15.9 million and $11.1 million at September 26, 2008 and December 31, 2007, respectively.

		September 26, 2008								December 31, 2007
		Notional				Fair				Notional				Fair
		Amount				Value				Amount				Value
Cash flow hedges:
Interest rate swap		$	77.7			$	(0.6	)		$	9.0			$	(0.5	)
Commodity futures			260.3				(21.2	)			297.7				(18.8	)
Foreign currency forward exchange			478.4				5.9				380.5				8.2
						$	(15.9	)						$	(11.1	)

Other Forward Pricing Agreements

In the normal course of business, General Cable enters into forward pricing agreements for the purchase of copper and aluminum for delivery in a future month to match certain sales transactions. The Company accounts for these forward pricing arrangements under the “normal purchases and normal sales” scope exemption of SFAS No. 133 because these arrangements are for purchases of copper and aluminum that will be delivered in quantities expected to be used by the Company over a reasonable period of time in the normal course of business. For these arrangements, it is probable at the inception and throughout the life of the arrangements that the arrangements will not settle net and will result in physical delivery of the inventory. At September 26, 2008 and December 31, 2007, General Cable had $118.4 million and $90.1 million, respectively, of future copper and aluminum purchases that were under forward pricing agreements. At September 26, 2008 and December 31, 2007, the fair value of these arrangements were $110.2 million and $86.1 million, respectively, and General Cable had an unrealized gain (loss) of $(8.2) million and $(4.0) million, respectively, related to these transactions. General Cable expects the unrealized gain (loss), under these agreements to be offset as a result of firm sales price commitments with customers.

9. Income Taxes

On January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues.

During the third quarter of 2008, the Company accrued approximately $1.9 million of income tax expense for uncertain tax positions likely to be taken in the current year and for interest on tax positions taken in prior periods, all of which would have a favorable impact on the effective tax rate, if recognized.

The Company believes that it is reasonably possible that approximately $1.6 million related to various state and foreign unrecognized tax positions could change within the next twelve months due to expiration of the statute of limitations or tax audit settlements.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

The Company files income tax returns in the United States and numerous foreign, state and local tax jurisdictions. Tax years that are open for examination and assessment by the Internal Revenue Service are 2005 through 2007. With limited exceptions, tax years prior to 2004 are no longer open in major foreign, state or local tax jurisdictions.

10. Employee Benefit Plans

General Cable provides retirement benefits through contributory and noncontributory qualified and non-qualified defined benefit pension plans covering eligible domestic and international employees as well as through defined contribution plans and other postretirement benefits.

Defined Benefit Pension Plans

Benefits under General Cable’s qualified U.S. defined benefit pension plan generally are based on years of service multiplied by a specific fixed dollar amount, and benefits under the Company’s qualified non-U.S. defined benefit pension plans generally are based on years of service and a variety of other factors that can include a specific fixed dollar amount or a percentage of either current salary or average salary over a specific period of time. The amounts funded for any plan year for the qualified U.S. defined benefit pension plan are neither less than the minimum required under federal law nor more than the maximum amount deductible for federal income tax purposes. The Company’s non-qualified unfunded non-U.S. defined benefit pension plans include plans that provide retirement indemnities to employees within the Company’s European business. Pension obligations for the majority of non-qualified unfunded defined benefit pension plans are provided for by book reserves and are based on local practices and regulations of the respective countries. General Cable makes cash contributions for the costs of the non-qualified unfunded defined benefit pension plans as the benefits are paid.

The components of net periodic benefit cost for pension benefits were as follows (in millions):

		Three Fiscal Months Ended
		Sept. 26, 2008								Sept. 28, 2007
		U.S. Plans				Non-U.S Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	0.4			$	0.6			$	0.3			$	0.2
Interest cost			2.0				1.3				2.0				0.5
Expected return on plan assets			(2.7	)			(0.5	)			(2.6	)			(0.5	)
Amortization of prior service cost			0.2				0.1				0.1				0.1
Amortization of net loss			0.6				0.1				0.6				0.1
Curtailment loss			—				—				—				—
Settlement gain			—				—				—				—
Net pension expense (gain)		$	0.5			$	1.6			$	0.4			$	0.4

		Nine Fiscal Months Ended
		Sept. 26, 2008								Sept. 28, 2007
		U.S. Plans				Non-U.S Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	1.2			$	1.8			$	1.3			$	0.6
Interest cost			6.0				3.9				6.3				1.5
Expected return on plan assets			(8.1	)			(1.5	)			(7.8	)			(1.4	)
Amortization of prior service cost			0.5				0.1				0.7				0.1
Amortization of net loss			1.7				0.4				1.5				0.4
Curtailment loss			—				—				3.2				—
Settlement gain			—				—				(4.3	)			—
Net pension expense		$	1.3			$	4.7			$	0.9			$	1.2

Defined benefit pension plan cash contributions for the three and nine fiscal months ended September 26, 2008 were $4.4 million and $6.0 million, respectively. Defined benefit pension plan cash contributions for the three and nine fiscal months ended September 28, 2007 were $3.2 million and $5.6 million, respectively.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Postretirement Benefits Other Than Pensions

General Cable has postretirement benefit plans that provide medical and life insurance for certain retirees and eligible dependents. General Cable funds the plans as claims or insurance premiums are incurred.

Net postretirement benefit expense included the following components (in millions):

		Three Fiscal Months Ended								Nine Fiscal Months Ended
		Sept. 26,				Sept. 28,				Sept. 26,				Sept. 28,
		2008				2007				2008				2007
Service cost		$	—			$	—			$	0.1			$	0.1
Interest cost			0.2				0.2				0.4				0.4
Net amortization and deferral			—				0.1				0.1				0.2
Net postretirement benefit expense		$	0.2			$	0.3			$	0.6			$	0.7

Defined Contribution Plans

Expense under both U.S. and non-U.S. defined contribution plans generally equals up to six percent of each eligible employee’s covered compensation based on the location and status of the employee. The net defined contribution plan expense recognized for the three and nine fiscal months ended September 26, 2008 was $2.2 million and $7.0 million, respectively. The net defined contribution plan expense recognized for the three and nine fiscal months ended September 28, 2007 was $2.0 million and $6.5 million, respectively.

11. Shareholders’ Equity

General Cable is authorized to issue 200 million shares of common stock and 25 million shares of preferred stock.

The Company maintains a deferred compensation plan (“Deferred Compensation Plan”) under the terms and conditions disclosed in the Company’s 2007 Annual Report on Form 10-K. The Company accounts for the Deferred Compensation Plan in accordance with EITF 97-14, “Accounting for Deferred Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested.”

The market value of the nonvested and subsequently vested stock and restricted stock in the Rabbi Trust (the “Trust”) was $23.8 million as of September 26, 2008 and $45.8 million as of December 31, 2007. The market value of the assets held by the Trust, exclusive of the market value of the shares of the Company’s nonvested and subsequently vested stock and restricted stock, at September 26, 2008 and December 31, 2007 was $13.9 million and $18.2 million, respectively, and is classified as “other non-current assets” in the condensed consolidated balance sheets. Amounts payable to the plan participants at September 26, 2008 and December 31, 2007, excluding the market value of the shares of the Company’s nonvested and subsequently vested stock and restricted stock, was $15.4 million and $21.1 million, respectively, and is classified as “other liabilities” in the condensed consolidated balance sheets.

In accordance with EITF 97-14, all market value fluctuations of the Trust assets, exclusive of the shares of nonvested and subsequently vested stock and restricted stock of the Company, have been reflected in other comprehensive income (loss). Increases or decreases in the market value of the deferred compensation liability, excluding the shares of nonvested and subsequently vested stock and restricted stock of the Company held by the Trust, are included in compensation expense in the consolidated statement of operations. Based on the changes in the total market value of the Trust’s assets, exclusive of the nonvested and subsequently vested stock and restricted stock, the Company recorded net compensation gain (expense) of $1.6 million and ($0.3) million for the three fiscal months ended September 26, 2008 and September 28, 2007, respectively and $3.4 million and $1.9 million for the nine fiscal months ended September 26, 2008 and September 28, 2007, respectively.

The components of accumulated other comprehensive income (loss) consisted of the following (in millions):

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

		Sept 26,				December 31,
		2008				2007
Foreign currency translation adjustment		$	69.0			$	96.1
Pension adjustments, net of tax			(22.2	)			(22.2	)
Change in fair value of derivatives, net of tax			(30.9	)			(39.2	)
Unrealized investment gains, net of tax			3.7				7.2
Adoption of SFAS 158, net of tax			(7.0	)			(7.0	)
Other			0.3				0.3
Total		$	12.9			$	35.2

Comprehensive income is as follows (in millions):

		Three Fiscal Months Ended								Nine Fiscal Months Ended
		Sept 26,				Sept 28,				Sept 26,				Sept 28,
		2008				2007				2008				2007
Net income		$	57.7			$	61.2			$	199.3			$	162.0
Currency translation gain / (loss)			(66.8	)			23.7				(27.1	)			38.8
Change in fair value of derivatives, net of tax			(27.0	)			(13.0	)			8.3				(6.7	)
Unrealized investment gain / (loss), net of tax			(1.3	)			(0.3	)			(3.5	)			1.6
Comprehensive net income / (loss)		$	(37.4	)		$	71.6			$	177.0			$	195.7

12. Share-Based Compensation

General Cable has various plans which provide for granting options and common stock to certain employees and independent directors of the Company and its subsidiaries. The Company recognizes compensation expense for share-based payments based on the fair value of the awards at the grant date in accordance with Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123(R)”). The table below summarizes compensation expense for the Company’s non-qualified stock options, non-vested stock awards and performance-based non-vested stock awards based on the fair value method as estimated using the Black-Scholes valuation model for the three and nine fiscal months ending September 26, 2008 and September 28, 2007.

		Three Fiscal Months Ended								Nine Fiscal Months Ended
		Sept 26,				Sept 28,				Sept 26,				Sept 28,
		2008				2007				2008				2007
Non-qualified stock option expense		$	1.3			$	0.3			$	3.6			$	1.4
Non-vested stock awards expense			1.3				0.7				4.5				2.9
Performance-based non-vested stock awards expense			—				—				—				0.3
Total pre-tax share-based compensation expense		$	2.6			$	1.0			$	8.1			$	4.6
Excess tax benefit on share-based compensation (1)		$	0.2			$	1.1			$	7.0			$	10.4

The Company records compensation expense related to non-vested stock awards as a component of selling, general and administrative expense.

There have been no material changes in financial condition or statement of operations that would affect the method or the nature of the share-based compensation recorded in the current period or the prior comparative periods. Additional information regarding share-based compensation and the Company’s share-based compensation plans are available in the Company’s 2007 Annual Report on Form 10-K.

13. Shipping and Handling Costs

All shipping and handling amounts billed to a customer in a sales transaction are classified as revenue. Shipping and handling costs associated with storage and handling of finished goods and storage and handling of shipments to customers are included in cost of sales and totaled $40.0 million and $30.0 million, respectively, for the three fiscal months ended September 26, 2008 and September 28, 2007 and $117.1 million and $85.2 million, respectively, for the nine fiscal months ended September 26, 2008 and September 28, 2007.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

14. Earnings Per Common Share

A reconciliation of the numerator and denominator of earnings per common share — basic to earnings per common share — assuming dilution is as follows (in millions, except per share data):

		Three Fiscal Months Ended								Nine Fiscal Months Ended
		Sept. 26,				Sept. 28,				Sept. 26,				Sept. 28,
		2008				2007				2008				2007
Earnings per common share — basic:
Net income		$	57.7			$	61.2			$	199.3			$	162.0
Less: preferred stock dividends			(0.1	)			(0.1	)			(0.3	)			(0.3	)
Net income for basic EPS computation (1)		$	57.6			$	61.1			$	199.0			$	161.7
Weighted average shares outstanding for basic EPS computation (2)			51.7				51.3				51.6				51.1
Earnings per common share — basic		$	1.11			$	1.19			$	3.86			$	3.16
Earnings per common share — assuming dilution:
Net income		$	57.7			$	61.2			$	199.3			$	162.0
Less: preferred stock dividends, if applicable			—				—				—				—
Net income for diluted EPS computation(1)		$	57.7			$	61.2			$	199.3			$	162.0
Weighted average shares outstanding including nonvested shares			52.8				52.3				52.8				52.2
Dilutive effect of stock options and restricted stock units			0.3				0.4				0.3				0.4
Dilutive effect of convertible notes			0.2				1.8				1.1				1.1
Dilutive effect of assumed conversion of preferred stock			0.4				0.5				0.4				0.5
Weighted average shares outstanding for diluted EPS computation(2)			53.7				55.0				54.6				54.2
Earnings per common share — assuming dilution		$	1.07			$	1.11			$	3.65			$	2.99

Under EITF 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share”, and EITF 90-19, and because of the Company’s obligation to settle the par value of the 0.875% Convertible Notes and 1.00% Senior Convertible Notes in cash, the Company is required to include any shares underlying the 0.875% Convertible Notes and 1.00% Senior Convertible Notes in its weighted average shares outstanding – assuming dilution once the average stock price per share for the quarter exceeds the $50.36 and $83.93 conversion price of the 0.875% Convertible Notes and 1.00% Senior Convertible Notes, respectively, and only to the extent of the additional shares that the Company may be required to issue in the event that the Company’s conversion obligation exceeds the principal amount of the 0.875% Convertible Notes converted and the 1.00% Senior Convertible Notes.

Regarding the 0.875% Convertible Notes, these conditions had been met as of the three and nine fiscal months ended September 26, 2008. Therefore, approximately 0.2 million and 1.1 million shares, respectively, were considered issuable under the “treasury” method of accounting for the share dilution and have been included in the Company’s earning per share – assuming dilution calculation based upon the amount by which the average stock price for the quarter of approximately $51.53 and $59.71 for the nine fiscal months ending September 26, 2008 exceeded the conversion price. Similarly, these conditions had been met as of the three and nine fiscal months ended September 28, 2007. Therefore, approximately 1.8 million and 1.1 million shares, respectively, were considered issuable under the “treasury” method of accounting for the share dilution and have been included in the Company’s earning per share – assuming dilution calculation based upon the amount by which the average stock price for the quarter of approximately $67.16 and $60.01 for the nine fiscal months ended September 28, 2007 exceeded the conversion price

In addition, shares underlying the warrants will be included in the weighted average shares outstanding – assuming dilution when the average stock price per share for a quarter exceeds the $76.00 strike price of the warrants, and shares underlying the note hedges, per the guidance in SFAS 128, Earnings per Share, will not be included in the weighted average shares outstanding – assuming dilution because the impact of the shares will always be anti-dilutive. The condition to include underlying shares related to the warrants had not been met as of September 26, 2008.

The following table provides an example of how changes in the Company’s stock price would require the inclusion of additional shares in the denominator of the weighted average shares outstanding – assuming dilution calculation for the 0.875% Convertible Notes. The table also reflects the impact on the number of shares that the Company would expect to issue upon concurrent settlement of the 0.875% Convertible Notes and the note hedges and warrants.

		Shares Underlying								Total Treasury				Shares Due to the				Incremental Shares Issued
Share		0.875% Convertible				Warrant				Method Incremental				Company under				by the Company upon
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

Regarding the 1.00% Senior Convertible Notes, the average stock price threshold conditions have not been met as of September 26, 2008. At any such time in the future the threshold conditions are met, only the number of shares issuable under the “treasury” method of accounting for the share dilution would be included in the Company’s earning per share – assuming dilution calculation, which is based upon the amount by which the average stock price exceeds the conversion price.

The following table provides an example of how changes in the Company’s stock price would require the inclusion of additional shares in the denominator of the weighted average shares outstanding – assuming dilution calculation for the 1.00% Senior Convertible Notes.

		Shares Underlying				Total Treasury
		1.00% Senior				Method Incremental
Share Price		Convertible Notes				Shares(1)
$  83.93			—				—
$  93.93			602,288				602,288
$103.93			1,088,861				1,088,861
$113.93			1,490,018				1,490,018
$123.93			1,826,436				1,826,436
$133.93			2,112,616				2,112,616

The Company conducts its operations through three geographic operating segments – 1) North America, 2) Europe and North Africa, and 3) Rest of World (ROW), which consists of operations in Latin America, Sub-Saharan Africa, Middle East and Asia Pacific. The Company’s operating segments align with the structure of the Company’s internal management organization. All three segments engage in the development, design, manufacturing, marketing and distribution of copper, aluminum, and fiber optic communication, electric utility and electrical infrastructure wire and cable products. In addition to the above products, the ROW segment and the Europe and North Africa segment develops, designs, manufactures, markets and distributes construction products and the ROW segment develops, designs, manufactures, markets and distributes rod mill wire and cable products.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

The Company announced a change in the management reporting structure that resulted in a change in the Company’s reportable segments during the fourth quarter 2007 as reported in the Company’s 2007 Annual Report on Form 10-K. As a result, the Company has reclassified prior period segment disclosures to conform to the new segment presentation. The change represents only reclassifications between segments and does not change the Company’s consolidated net sales, operating income and identifiable assets as reported in previous quarterly filings.

Net revenues as shown below represent sales to external customers for each segment. Intercompany revenues have been eliminated. The Company evaluates segment performance and allocates resources based on segment operating income. Segment operating income represents income from continuing operations before interest income, interest expense, other income (expense), other financial costs or income tax.

Where applicable, “Corporate” generally includes corporate activity, eliminations and assets such as; cash, deferred income taxes, certain property, including property held for sale, prepaid expenses and other certain current and non-current assets.

Summarized financial information for the Company’s reportable segments for the three and nine fiscal months ended September 26, 2008 and September 28, 2007 is as follows (in millions):

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

16. Commitments and Contingencies

Certain present and former operating sites, or portions thereof, currently or previously owned or leased by current or former operating units of General Cable are the subject of investigations, monitoring or remediation under the United States Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund), the Federal Resource Conservation and Recovery Act or comparable state statutes or agreements with third parties. These proceedings are in various stages ranging from initial investigations to active settlement negotiations to implementation of the cleanup or remediation of sites.

Certain present and former operating units of General Cable in the United States have been named as potentially responsible parties (PRPs) at several off-site disposal sites under CERCLA or comparable state statutes in federal court proceedings. In each of these matters, the operating unit of General Cable is working with the governmental agencies involved and other PRPs to address environmental claims in a responsible and appropriate manner.

At September 26, 2008 and December 31, 2007, General Cable had an accrued liability of approximately $1.9 and $1.8 million, respectively, for various environmental-related liabilities of which General Cable is aware. American Premier Underwriters Inc., a former parent of General Cable, agreed to indemnify General Cable against all environmental-related liabilities arising out of General Cable’s or its predecessors’ ownership or operation of the Indiana Steel & Wire Company and

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Marathon Manufacturing Holdings, Inc. businesses (which were divested by General Cable), without limitation as to time or amount. While it is difficult to estimate future environmental-related liabilities accurately, General Cable does not currently anticipate any material adverse impact on its results of operations, financial position or cash flows as a result of compliance with federal, state, local or foreign environmental laws or regulations or cleanup costs of the sites discussed above.

As part of the acquisition of the worldwide energy cable and cable systems business of BICC plc, BICC plc agreed to indemnify General Cable against environmental liabilities existing at the date of the closing of the purchase of the business. The indemnity is for an eight-year period ending in 2007 while General Cable operates the businesses subject to certain sharing of losses (with BICC plc covering 95% of losses in the first three years, 80% in years four and five and 60% in the remaining three years). The indemnity is also subject to the overall indemnity limit of $150 million, which applies to all warranty and indemnity claims in the transaction. In addition, BICC plc assumed responsibility for cleanup of certain specific conditions at several sites operated by General Cable and cleanup is mostly complete at those sites. In the sale of the European businesses to Pirelli in August 2000, the Company generally indemnified Pirelli against any environmental-related liabilities on the same basis as BICC plc indemnified the Company in the earlier acquisition. However, the indemnity the Company received from BICC plc related to the European businesses sold to Pirelli terminated upon the sale of those businesses to Pirelli. At this time, there are no claims outstanding under the general indemnity provided by BICC plc. In addition, the Company generally indemnified Pirelli against other claims relating to the prior operation of the business. Pirelli has asserted claims under this indemnification. The Company is continuing to investigate and defend against these claims and believes that the reserves currently included in the Company’s balance sheet are adequate to cover any obligation it may have.

General Cable has also agreed to indemnify Southwire Company against certain environmental liabilities arising out of the operation of the business it sold to Southwire prior to its sale. The indemnity is for a ten year period from the closing of the sale, which ends in the fourth quarter of 2011, and is subject to an overall limit of $20 million. At this time, there are no claims outstanding under this indemnity.

In 2007, the Company acquired the worldwide wire and cable business of Freeport-McMoRan Copper and Gold Inc., which operates as PDIC. As part of this acquisition, the seller agreed to indemnify the Company for certain environmental liabilities existing at the date of the closing of the acquisition. The seller’s obligation to indemnify the Company for these particular liabilities generally survives four years from the date the parties executed the definitive purchase agreement unless the Company has properly notified the seller before the expiry of the four year period. The seller also made certain representations and warranties related to environmental matters and the acquired business and agreed to indemnify the Company for breaches of those representation and warranties for a period of four years from the closing date. Indemnification claims for breach of representations and warranties are subject to an overall indemnity limit of approximately $105 million, which applies to all warranty and indemnity claims for the transaction.

In addition, Company subsidiaries have been named as defendants in lawsuits alleging exposure to asbestos in products manufactured by the Company. As of September 26, 2008, General Cable was a defendant in approximately 1,249 non-maritime cases and 33,482 maritime cases brought in various jurisdictions throughout the United States. As of September 26, 2008 and December 31, 2007 the Company has accrued, on a gross basis, approximately $4.8 million and has recorded approximately $0.5 million of insurance recoveries for these lawsuits. The Company does not believe that the outcome of the litigation will have a material adverse effect on its condensed consolidated results of operations, financial position or cash flows.

The Company is also involved in various routine legal proceedings and administrative actions. Such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on its result of operations, cash flows or financial position.

In Europe and North Africa as it relates to the 2005 purchase of shares of Silec Cable, S.A.S (Silec), the Company has pledged to the bank the following; Silec Cable, S.A.S shares, segment assets such as land and buildings and General Cable Spain and Portugal have been designated as guarantors.

General Cable has entered into various operating lease agreements related principally to certain administrative, manufacturing and distribution facilities and transportation equipment. At September 26, 2008, future minimum rental payments required under non-cancelable lease agreement during twelve month periods beginning September 26, 2008 through June 30, 2013 are $6.4 million, $5.5 million, $4.9 million, $4.3 million and $1.4 million, respectively, and $4.0 million thereafter.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

As of September 26, 2008, the Company had $191.8 million in letters of credit, $133.9 million in various performance bonds and $244.6 million in other guarantees. These letters of credit, performance bonds and guarantees are periodically renewed and are generally related to risk associated with self insurance claims, defined benefit plan obligations, contract performance and quality and other various bank financing guarantees.

17. Unconsolidated Affiliated Companies

Unconsolidated affiliated companies are those in which the Company generally owns less than 50 percent of the outstanding voting shares. The Company does not control these companies and accounts for its investments in them on the equity basis. The unconsolidated affiliated companies primarily manufacture or market wire and cable products in our ROW segment. The Company’s share of the income of these companies is reported in the condensed consolidated statement of operations under “Equity in earnings of affiliated companies.” For the three and nine fiscal months ended September 26, 2008, equity in earnings of affiliated companies was $1.5 million and $4.3 million, respectively. Equity in earnings for the three and nine fiscal months ended September 28, 2007 was immaterial. The net investment in unconsolidated affiliated companies was $9.8 million and $29.5 million as of September 26, 2008 and December 31, 2007, respectively. The table below is a summary of the Company’s ownership percentage as of September 26, 2008.

		September 26, 2008
PTDL Trading Company Ltd.			49	%
Colada Continua Chilena, S.A.			41	%
Keystone Electric Wire & Cable Co., Ltd.			20	%
Thai Copper Rod Ltd.			18	%

18. Fair Value Disclosure

Effective January 1, 2008, the Company adopted SFAS 157 (See Note 2 above for FSP No. 157-2 discussion), which provides a framework for measuring fair value under GAAP. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also eliminated the deferral of gains and losses at inception of certain derivative contracts whose fair value was not evidenced by market observable data. SFAS 157 requires that the impact of this change in accounting for derivative contracts be recorded as an adjustment to beginning retained earnings in the period of adoption. There was no impact on the beginning balance of retained earnings as a result of adopting SFAS 157 because the Company held no financial instruments in which a gain or loss at inception was deferred. The Company also adopted SFAS 159 on January 1, 2008. SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities. There was no impact on the Company’s financial statement as a result of adopting SFAS 159 because the Company did not elect to apply the fair value option to any eligible financial assets or financial liabilities at that time.

The Company determined the fair market values of its financial instruments based on the fair value hierarchy established in SFAS 157 which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values which are provided below. The Company carries derivative assets and liabilities and available-for-sale (AFS) marketable equity securities held in rabbi trust as part of the Company’s deferred compensation plan at fair value.

Level 1		Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets.
Level 2		Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.
Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Unobservable inputs shall be developed based on the best information available, which may include the Company’s own data.

The fair values of derivative assets and liabilities traded in the over-the-counter market are determined using quantitative models that require the use of multiple market inputs including interest rates, prices and indices to generate pricing and volatility factors, which are used to value the position. The predominance of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. Estimation risk is greater for derivative asset and liability positions that are either option-based or have longer maturity dates where observable market inputs are less readily available or are unobservable, in which case interest rate, price or index scenarios are extrapolated in order to determine the fair value. The fair values of derivative assets and liabilities include adjustments for market liquidity, counterparty credit quality, Company’s own credit standing and other specific factors, where appropriate. To ensure the prudent application of estimates and management judgment in determining the fair value of derivative assets and liabilities, various processes and controls have been adopted, which include: model validation that requires a review and approval for pricing, financial statement fair value determination and risk quantification; periodic review and substantiation of profit and loss reporting for all derivative instruments.

AFS marketable equity securities are recorded at fair value, which are based on quoted market prices.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

		September 26, 2008
		Fair Value Measurement Using
		Level 1				Level 2				Level 3				Fair Value
Assets:
Derivative assets		$	—			$	5.9			$	—			$	5.9
Available-for-sale securities(1)			13.9				—				—				13.9
Total Assets		$	13.9			$	5.9			$	—			$	19.8
Liabilities
Derivative liabilities		$	—			$	21.8			$	—			$	21.8
Total liabilities		$	—			$	21.8			$	—			$	21.8

At the time of the adoption of SFAS 157, there were no financial assets or financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Similarly, as a result of FSP No. 157-2, there were no nonfinancial assets or nonfinancial liabilities measured at fair value on a non-recurring basis.

General Cable Corporation and its wholly-owned U.S. and Canadian subsidiaries fully and unconditionally guarantee the $475 million of 1.00% Senior Convertible Notes, the $355.0 million of 0.875% Convertible Notes and the $325 million of 7.125% Senior Notes due in 2017 and Senior Floating Rate Notes of General Cable Corporation (the Issuer) on a joint and several basis. The following presents financial information about the Issuer, guarantor subsidiaries and non-guarantor subsidiaries in millions. All of the Company’s subsidiaries are “restricted subsidiaries” for purposes of the 1.00% Senior Convertible Notes and 0.875% Convertible Notes. Intercompany transactions are eliminated.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (unaudited)- (Continued)

Condensed Statements of Operations
Three Fiscal Months Ended September 26, 2008

										Non-
						Guarantor				Guarantor
		Issuer				Subsidiaries				Subsidiaries				Eliminations				Total
Net sales:
Customers		$	—			$	570.3			$	1,055.7			$	—			$	1,626.0
Intercompany			15.2				0.5				12.1				(27.8	)			—
			15.2				570.8				1,067.8				(27.8	)			1,626.0
Cost of sales			—				504.1				924.2				(12.1	)			1,416.2
Gross profit			15.2				66.7				143.6				(15.7	)			209.8
Selling, general and administrative expenses			12.3				36.3				63.1				(15.7	)			96.0
Operating income			2.9				30.4				80.5				—				113.8
Other income (expense)			(0.6	)			(1.3	)			(9.0	)			—				(10.9	)
Interest income (expense):
Interest expense			(8.3	)			(19.3	)			(13.3	)			23.6				(17.3	)
Interest income			18.0				6.2				3.2				(23.6	)			3.8
			9.7				(13.1	)			(10.1	)			—				(13.5	)
Income before income taxes			12.0				16.0				61.4				—				89.4
Income tax provision			(4.6	)			(7.1	)			(15.6	)			—				(27.3	)
Minority interest			—				—				(5.9	)			—				(5.9	)
Equity in net income of subsidiaries			50.3				41.4				(0.4	)			(89.8	)			1.5
Net income			57.7				50.3				39.5				(89.8	)			57.7
Less: preferred stock dividends			(0.1	)			—				—				—				(0.1	)
Net income applicable to common shareholders		$	57.6			$	50.3			$	39.5			$	(89.8	)		$	57.6

Condensed Statements of Operations
Nine Fiscal Months Ended September 26, 2008

										Non-
						Guarantor				Guarantor
		Issuer				Subsidiaries				Subsidiaries				Eliminations				Total
Net sales:
Customers		$	—			$	1,718.4			$	3,218.8			$	—			$	4,937.2
Intercompany			44.4				1.8				39.5				(85.7	)			—
			44.4				1,720.2				3,258.3				(85.7	)			4,937.2
Cost of sales			—				1,518.7				2,808.2				(39.5	)			4,287.4
Gross profit			44.4				201.5				450.1				(46.2	)			649.8
Selling, general and administrative expenses			36.3				110.3				189.7				(46.2	)			290.1
Operating income			8.1				91.2				260.4				—				359.7
Other income (expense)			(1.3	)			(0.7	)			(9.3	)			—				(11.3	)
Interest income (expense):
Interest expense			(25.2	)			(58.0	)			(36.3	)			71.0				(48.5	)
Interest income			53.3				18.4				9.4				(71.0	)			10.1
			28.1				(39.6	)			(26.9	)			—				(38.4	)
Income before income taxes			34.9				50.9				224.2				—				310.0
Income tax provision			(13.1	)			(26.8	)			(62.4	)			—				(102.3	)
Minority interest			—				—				(12.7	)			—				(12.7	)
Equity in net income of subsidiaries			177.5				153.4				2.4				(329.0	)			4.3
Net income			199.3				177.5				151.5				(329.0	)			199.3
Less: preferred stock dividends			(0.3	)			—				—				—				(0.3	)
Net income applicable to common shareholders		$	199.0			$	177.5			$	151.5			$	(329.0	)		$	199.0