GENERAL CABLE CORP /DE/ - 10-Q/A - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Edgar Glimpses Via Acquire Media NewsEdge) All of the financial information presented in this Item 2 has been adjusted to reflect the restatement of our Condensed Consolidated Financial Statements (unaudited) as of and for the three months ended March 30, 2012 and April 1, 2011. Specifically, we have restated our Condensed Consolidated Balance Sheets as of March 30, 2012 and December 31, 2011 and the related Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and Condensed Consolidated Statements of Cash Flows for the three months ended March 30, 2012 and April 1, 2011. The restatement is more fully described in the "Explanatory Note" immediately preceding Part I, Item 1 and in Note 22 - Restatement of Condensed Consolidated Financial Statements (unaudited) which is included in "Condensed Consolidated Financial Statements (unaudited)" in Item 1 of this Form 10-Q/A.

37 -------------------------------------------------------------------------------- Table of Contents The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand General Cable Corporation's financial position, changes in financial condition, and results of operations. MD&A is provided as a supplement to the Company's Condensed Consolidated Financial Statements (unaudited) and the accompanying Notes to Condensed Consolidated Financial Statements (unaudited) ("Footnote" or "Notes") and should be read in conjunction with the Condensed Consolidated Financial Statements (unaudited) and Notes.

Certain statements in this report including, without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company's or management's beliefs, expectations or opinions, are forward-looking statements, and as such, General Cable desires to take advantage of the "safe harbor" which is afforded such statements under the Private Securities Litigation Reform Act of 1995. The Company's forward-looking statements should be read in conjunction with the Company's comments in this report under the heading, "Disclosure Regarding Forward-Looking Statements." Actual results may differ materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. Such factors include, but are not limited to, those stated in Item 1A of the Company's 2011 Amended Annual Report on Form 10-K/A as filed with the SEC on March 1, 2013.

Overview The Company is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for use in the energy, industrial, construction, specialty and communications markets. The Company additionally engages in the design, integration, and installation on a turn-key basis for products such as high and extra- high voltage terrestrial and submarine systems. The Company analyzes its worldwide operations based on three geographical segments: North America, Europe and Mediterranean, and ROW. The Company believes it has a strong market position in each of the segments in which it competes due to consistent execution of the Company's guiding principles which are: • Utilizing the Company's assets, financial strength and flexibility, distribution system, global and product diversity, brands, and the talents and strong commitment of employees to build profitability through excellence in the Company's primary business, wire and cable manufacturing and distribution; • Managing the Company's product portfolio by pursuing market share in fast growing and value added product lines as well as strategic investments in attractive long term growth opportunities; • Focusing on continuous improvement and operating efficiency through the execution of Lean Six Sigma ("Lean") strategies and technical expertise to maintain the Company's position as a low cost provider; • Expanding operations through organic growth and acquisitions with continued focus in emerging economies; • Leveraging our diversity and intellectual property through the sharing of best practices across the global organization; and • Maintaining high operational standards through sustainability, safety, and innovation.

The Company's key performance indicators are considered to be volume, as measured in metal pounds sold, operating income, net income, earnings per share, operating cash flows, returns on capital employed and invested capital and working capital efficiency.

Significant Current Business Trends and Events The wire and cable industry is competitive, mature and cost driven with minimal differentiation for many product offerings among industry participants from a manufacturing or technology standpoint. Starting in late 2010, the Company has benefited from a recovery in demand. However, demand and pricing levels generally remain low compared to the levels that were achieved prior to the impact of the global financial crisis and economic downturn that began in late 2007. The following are significant trends and events that occurred in the three months ended March 30, 2012 that affected the Company's operating results: The Company's reported results are directly influenced by the price of copper, and to a lesser extent, aluminum. The price of copper and aluminum as traded on the London Metal Exchange ("LME") and COMEX has historically been subject to considerable volatility. The Company continues to experience volatile commodity pricing, primarily copper and aluminum, as well as other cost inputs. Volatility in the price of copper and aluminum and other raw materials, as well as fuel and energy, may in turn lead to significant fluctuations in our cost of sales or revenues. A significant portion of the Company's electric utility and telecommunications business and, to a lesser extent, the Company's electrical infrastructure business has metal escalators and de-escalators included in customer contracts under a variety of price setting and recovery formulas. The remainder of the Company's business requires that volatility in the cost of metals be recovered through negotiated price changes with customers. In these instances, the ability to change the Company's selling prices may lag the movement in metal prices by a period of time as the customer price changes are implemented. Therefore, in the short-term, during periods of escalating raw material cost inputs, to the extent the Company is able to increase prices in the market to recover the higher raw material costs, 38 -------------------------------------------------------------------------------- Table of Contents the Company will generally experience an increase in gross profit from the sale of its relatively lower value inventory as computed under the weighted average inventory costing method. If the Company is unable to increase prices with the rise in the raw material market prices due to low levels of demand or market dynamics, the Company will experience lower gross profit. Conversely, during periods of declining raw material cost inputs, to the extent the Company has to decrease prices in the market due to competitive pressure as the current cost of metals declines, the Company will generally experience downward pressure on its gross profit due to the sale of relatively higher value inventory as computed under the weighted average inventory costing method. If the Company is able to maintain price levels in an environment in which raw material prices are declining due to high levels of demand, the Company will experience higher gross profit. There is no exact future measure of the effect to the Company's profitability of the change of raw material cost inputs due to the unique set of selling variables and the high volume of transactions in any given period, each of which involves numerous individual pricing decisions. In the three months ended March 30, 2012, a 1% change in copper and aluminum costs, would have impacted the cost of sales by approximately $7.7 million. This impact would directly impact gross profit if the Company was unable to adjust selling prices with a change in the price of copper and aluminum. To help reduce this volatility, the Company has implemented various pricing mechanisms and hedges a portion of its metal purchases when there is a firm price commitment for a future delivery but does not engage in speculative metals trading.

The Company generally has experienced and expects to continue to experience certain seasonal trends in many products in which demand is linked with construction spending. Demand for these products during winter months in certain geographies is usually lower than demand during spring and summer months.

Therefore, larger amounts of working capital are generally required during winter months in order to build inventories in anticipation of higher demand during the spring and summer months, when construction activity increases. In turn, receivables related to higher sales activity during the spring and summer months are generally collected during the fourth quarter of the year.

Additionally, the Company has historically experienced changes in demand resulting from poor or unusual weather.

The Company has access to various credit facilities around the world and believes that it can adequately fund its global working capital requirements through both internal operating cash flow and use of the various credit facilities. Overall, the capital structure changes made in recent years, including entering into the $400 million Revolving Credit Facility in July 2011, creates global operating flexibility to meet working requirement needs and to support organizational and strategic growth. Due to the volatility in metal prices and the fact that metals represent approximately 60% of our product cost at today's levels, the Company's working capital requirements are expected to be variable for the foreseeable future.

The Company continues to actively identify key trends in the industry to capitalize on expanding and new niche markets or exit declining or non-strategic markets in order to achieve better returns. The Company also sets aggressive performance targets for its business and intends to refocus or divest those activities which fail to meet targets or do not fit long-term strategies. No material acquisitions or divestitures were made in the three months ended March 30, 2012; however, the Company completed a greenfield project in India late in 2011 that began operating in 2012 and completed a significant further investment in the Company's operations in Brazil. No material divestitures were made in the three months ended March 30, 2012.

In addition to the factors previously mentioned, the Company is currently being affected by the following general macro-level trends: • Currency volatility and continued political uncertainty in certain markets; • Competitive price pressures in certain markets, particularly those where the Company is a new entrant; • Continued low levels of demand for a broad spectrum of products in Europe; • Worldwide underlying long-term growth trends in electric utility and infrastructure markets; • Continuing demand for natural resources, such as oil and gas, and alternative energy initiatives; • Increasing demand for further deployment of submarine power and fiber optic communication systems; and • Population growth in developing countries with growing middle classes that influences demand for wire and cable.

The Company's overall financial results discussed in this section of the 2011 Amended Annual Report reflect the above trends.

39 -------------------------------------------------------------------------------- Table of Contents Results of Operations The following table sets forth, for the periods indicated, statement of operations data in millions of dollars and as a percentage of net sales.

Percentages may not add due to rounding.

Three Fiscal Months Ended March 30, 2012 April 1, 2011 Amount % Amount % Net sales $ 1,432.5 100.0 % $ 1,447.6 100.0 % Cost of sales 1,288.0 89.9 % 1,284.6 88.7 % Gross profit 144.5 10.1 % 163.0 11.3 % Selling, general and administrative expenses 93.8 6.5 % 93.9 6.5 % Operating income 50.7 3.5 % 69.1 4.8 % Other income (expense) 6.8 0.5 % 7.0 0.5 % Interest expense, net (23.0 ) (1.6 )% (22.0 ) (1.5 )% Income before income taxes 34.5 2.4 % 54.1 3.7 % Income tax (provision) benefit (10.4 ) (0.7 )% (19.6 ) (1.4 )% Equity in net earnings of affiliated companies - - % 0.4 - % Net income including non-controlling interest 24.1 1.7 % 34.9 2.4 % Less: preferred stock dividends 0.1 - % 0.1 - % Less: net income attributable non-controlling interest 1.3 0.1 % 0.8 0.1 % Net income attributable to Company common shareholders $ 22.7 1.6 % $ 34.0 2.3 % Three Fiscal Months Ended March 30, 2012, Compared with Three Fiscal Months Ended April 1, 2011 Net Sales The following tables set forth net sales, metal-adjusted net sales, and metal pounds sold by segment, in millions. For the metal-adjusted net sales results, net sales for the first quarter of 2011 have been adjusted to reflect the first quarter of 2012 copper average price of $3.78 per pound (a $0.61 decrease compared to the same period in 2011) and the aluminum average price of $1.07 (a $0.13 decrease compared to the same period in 2011). Metal-adjusted net sales, a non-GAAP financial measure, are provided herein in order to eliminate an estimate of metal price volatility from the comparison of revenues from one period to another. The comparable GAAP financial measure is set forth above. See previous discussion of metal price volatility in the "Overview" section.

Net Sales Three Fiscal Months Ended March 30, 2012 April 1, 2011 Amount % Amount % North America $ 541.2 38 % $ 541.8 38 % Europe and Mediterranean 415.1 29 % 423.1 29 % ROW 476.2 33 % 482.7 33 % Total net sales $ 1,432.5 100 % $ 1,447.6 100 % Metal-Adjusted Net Sales Three Fiscal Months Ended March 30, 2012 April 1, 2011 Amount % Amount % North America $ 541.2 38 % $ 507.1 38 % Europe and Mediterranean 415.1 29 % 393.1 29 % ROW 476.2 33 % 438.9 33 % Total metal-adjusted net sales $ 1,432.5 100 % $ 1,339.1 100 % Metal adjustment 108.5 Total net sales $ 1,432.5 $ 1,447.6 40-------------------------------------------------------------------------------- Table of Contents Metal Pounds Sold Three Fiscal Months Ended March 30, 2012 April 1, 2011 Pounds % Pounds % North America 84.6 33 % 79.4 31 %Europe and Mediterranean 73.1 28 % 73.7 30 % ROW 101.9 39 % 99.9 39 % Total metal pounds sold 259.6 100 % 253.0 100 % Net sales decreased $15.1 million to $1,432.5 million in the first quarter of 2012 from $1,447.6 million in the first quarter of 2011. After adjusting first quarter 2011 net sales to reflect the $0.61 decrease in the average monthly copper price per pound and the $0.13 decrease in the average aluminum price per pound, net sales of $1,432.5 million reflects an increase of $93.4 million or 7%, from the metal adjusted net sales of $1,339.1 million in 2011. Volume, as measured by metal pounds sold, increased 6.6 million pounds or 3% to 259.6 million pounds in the first quarter of 2012 as compared to 253.0 million pounds in the first quarter of 2011. Metal pounds sold is provided herein as the Company believes this metric to be an appropriate measure of sales volume since it is not impacted by metal prices or foreign currency exchange rate changes.

The increase in sales on a metal adjusted basis is primarily due to favorable selling price/product mix of approximately $99.8 million and increased volume of $19.2 million partially offset by unfavorable foreign currency exchange rate changes on the translation of reported revenues of $25.6 million.

Metal-adjusted net sales in the North America segment increased $34.1 million, or 7%. The increase in sales on a metal adjusted basis is due to favorable selling price/product mix of approximately $20.1 million and increased volume of $15.1 million, partially offset by unfavorable foreign currency exchange rate changes on the translation of reported revenues of $1.1 million, primarily related to the Canadian dollar. Volume, as measured by metal pounds sold, increased by 5.2 million pounds, or 7%, in the first quarter of 2012 compared to the first quarter of 2011. The increase in volume is primarily attributable to the electric utility market, specifically metal intensive aerial transmission product shipments.

Metal-adjusted net sales in the Europe and Mediterranean segment increased $22.0 million, or 6%. The increase in sales on a metal adjusted basis is due to favorable selling price/product mix of approximately $40.4 million partially offset by unfavorable foreign currency exchange rate changes on the translation of reported revenues of $16.7 million primarily due to a weaker Euro relative to the U.S. dollar and lower volume of $1.7 million. Volume, as measured by metal pounds sold, decreased by 0.6 million pounds, or 1%, in the first quarter of 2012 compared to the first quarter of 2011. Economic conditions in Iberia remained weak, influencing demand across a broad spectrum of products partially offset by the Company's project related activities in France and Germany.

Metal-adjusted net sales in the ROW segment increased $37.3 million or 8%. The increase in sales on a metal adjusted basis is due to favorable selling price/product mix of approximately $39.3 million and increased volume of $5.8 million, partially offset by unfavorable foreign currency exchange rate changes on the translation of reported revenues of $7.8 million primarily due to the weakening of certain currencies in Central and South America relative to the U.S. dollar . Volume, as measured by metal pounds sold, increased by 2.0 million pounds, or 2%, in the first quarter of 2012 compared to the first quarter of 2011, which is primarily attributable to increase in demand for high voltage metal intensive transmission line products and low-and medium-voltage distribution cables in Brazil as well as for low voltage distribution cables tied to construction activity in the Philippines.

Cost of Sales Cost of sales remained relatively flat in the three months ended March 30, 2012 as compared to the three months ended April 1, 2011. As previously noted, the cost of sales is raw material intensive with copper and aluminum comprising the major cost components for cable products. At current metal prices, material costs are approximately 85% of total product costs with copper and aluminum metal costs comprising approximately 60% of total product cost.

Gross Profit Gross profit decreased $18.5 million, or 11%, in the first quarter of 2012 from the first quarter of 2011. Gross profit as a percentage of sales was 10% in the first quarter of 2012 and was 11% in the first quarter of 2011. Prior year first quarter gross profit includes the impact of a steadily rising metal price environment in the months leading into the quarter which increased gross profit as compared to the first quarter of 2012.

Selling, General and Administrative Expense Selling, general and administrative expense ("SG&A") remained relatively flat in the first quarter of 2012 at $93.8 million from the first quarter of 2011 at $93.9 million. SG&A as a percentage of metal-adjusted net sales was approximately 7% for the first quarters of 2012 and 2011.

41 -------------------------------------------------------------------------------- Table of Contents Operating Income (Loss) The following table sets forth operating income (loss) by segment, in millions of dollars.

Operating Income (Loss) Three Fiscal Months Ended March 30, 2012 April 1, 2011 Amount % Amount % North America $ 30.4 60 % $ 35.5 51 % Europe and Mediterranean 4.5 9 % 13.5 20 % ROW 15.8 31 % 20.1 29 %Total operating income (loss) $ 50.7 100 % $ 69.1 100 % The decrease in operating income for the North America segment of $5.1 million was primarily attributable to the positive impact the Company reported in the first quarter of 2011 as selling prices were rising faster than the average cost of metal prices as compared to the first quarter of 2012.

The decrease in operating income for the Europe and Mediterranean segment of $9.0 million was primarily attributable to the continued weak economic conditions in Europe, principally in Spain, influencing demand and the pricing environment across a broad spectrum of products as well as the positive impact the Company reported in the first quarter of 2011 as selling prices were rising faster than the average cost of metal prices as compared to the first quarter of 2012.

The decrease in operating income for the ROW segment of $4.3 million was primarily attributable to the positive impact the Company reported in the first quarter of 2011 as selling prices were rising faster than the average cost of metal prices as compared to the first quarter of 2012 as well as an unfavorable product mix in Chile due to higher production of copper rod in the first quarter of 2012 as compared to 2011.

Other Income (Expense) Other income includes foreign currency transaction gains or losses, which result from changes in exchange rates between the designated functional currency and the currency in which a transaction is denominated as well as gains and losses on derivative instruments that are not designated as cash flow hedges. During the three months ended March 30, 2012 and April 1, 2011, the Company recorded other income of $6.8 million and other income of $7.0 million, respectively. For the three months ended March 30, 2012, other income was primarily the result of gains of $5.5 million on derivative instruments which were not designated as cash flow hedges and the result of $2.1 million of foreign currency transaction gains which resulted from changes in exchange rates in the various countries in which the Company operates. For the three months ended April 1, 2011, other income was primarily gains of $6.0 million on derivative instruments which were not designated as cash flow hedges and the result of $1.5 million of foreign currency transaction gains which resulted from changes in exchange rates in the various countries in which the Company operates.

The functional currency of the Company's subsidiary in Venezuela is the U.S.

dollar; therefore, gains and losses for transactions at a rate other than the official exchange rate are recorded in the Statement of Operations and Comprehensive Income (Loss). The Company remeasures the financial statements of the Venezuelan subsidiary at the rate in which the Company expects to remit dividends, which is 4.30 Venezuelan Bolivar ("BsF") per U.S. dollar.

Effective January 1, 2011, the Central Bank of Venezuela and the Ministry of Finance published an amendment to Convenio Cambiario No. 14 (the Exchange Law), whereby the official exchange rate was set at 4.30 BsF per U.S. dollar, eliminating the 2.60 BsF per U.S. dollar rate previously established for essential goods in the first quarter of 2010. Therefore, the Company can only import copper at the 4.30 BsF per U.S. dollar rate, eliminating gains and losses in the statement of operations for transactions completed at a rate other than the official exchange rate for the three months ended March 30, 2012 and April 1, 2011.

Interest Expense Net interest expense increased to $23.0 million in the first quarter of 2012 from $22.0 million in the first quarter of 2011. Interest expense increased primarily due to additional debt used to fund higher working capital requirements related to increased volumes.

Tax Provision The Company's effective tax rate for the first quarters of 2012 and 2011 was 30.1% and 36.2%, respectively. The tax rate for the first quarter of 2012 included tax benefits recognized due to statute of limitations expirations for certain income tax exposures.

42 -------------------------------------------------------------------------------- Table of Contents Preferred Stock Dividends The Company accrued and paid $0.1 million in dividends on its preferred stock in the first quarter of 2012 and 2011.

Liquidity and Capital Resources The Company maintains a stable financial position as evidenced by the Company's ability to generate substantial cash from operations and access to capital markets at competitive rates. Cash flows from operations as well as borrowings from our various credit facilities provide the primary source for financing operating expenses and other short term liquidity needs. As necessary, the Company funds working capital needs, debt and interest payments, as well as discretionary investment in internal product development, acquisitions, Series A preferred stock dividends, repurchase of common stock and taxes. The overall financial position of the Company reflects the business results and a global liquidity management strategy that incorporates cash needs, economic factors, volatile working capital needs and tax considerations.

General Cable Corporation is a holding company with no operations of its own.

All of the Company's operations are conducted, and net sales are generated, by its subsidiaries and investments. Accordingly, the Company's cash flow comes from the cash flows of its global operations. The Company's ability to use cash flow from its international operations, if necessary, has historically been adversely affected by limitations on the Company's ability to repatriate such earnings tax efficiently. As of March 30, 2012, approximately 97% of cash and cash equivalents were held outside of the U.S. by our foreign subsidiaries compared with 98% as of December 31, 2011. If these funds are needed for the Company's operations in the U.S., the Company may be required to accrue and pay U.S. taxes and foreign withholding taxes to repatriate these funds. However, the Company's intent is to indefinitely reinvest these funds outside of the U.S. and current plans do not demonstrate a need to repatriate them to fund U.S.

operations. In addition, our Revolving Credit Facility provides the Company flexibility in financing operating expenses and any other short term liquidity needs of our U.S. operations.

Approximately 25% and 21% of the consolidated cash balance as of March 30, 2012 and December 31, 2011, respectively, was held in Venezuela. Operating cash flows attributable to Venezuela were $14.4 million and $24.5 million for the three months ended March 30, 2012 and April 1, 2011, respectively. Venezuela has foreign exchange and price controls which have historically limited the Company's ability to convert bolivars to U.S. dollars and transfer funds out of Venezuela. In Venezuela, government restrictions on the transfer of cash out of the country have limited the Company's ability to repatriate cash.

Summary of Cash Flows Operating cash outflow of $34.6 million in the three months ended March 30, 2012 reflects a net working capital use of $101.9 million as compared to $167.5 million in the three months ended April 1, 2011. In both periods, the Company experienced increased volume and a rise in average metal prices which caused accounts receivable to increase. In 2012, inventory levels were relatively flat during the first quarter thereby having little operating cash flow impact whereas in 2011 there was a significant inventory increase only partially offset by an increase in the corresponding payables. Days sales outstanding and days in inventory were consistent in the three months ended March 30, 2012 and April 1, 2011. Partially offsetting this net working capital use of cash in the three months ended March 30, 2012 was $67.3 million of overall net cash inflows related to net income adjusted for depreciation and amortization, amortization on restricted stock awards, foreign currency loss, deferred income tax income, excess tax benefits from stock based compensation, and convertible debt instruments non cash interest charges.

Cash flow used by investing activities was $31.7 million in the three months ended March 30, 2012, principally reflecting $35.9 million of capital expenditures. In the current year, the Company continued to focus on projects around the world to upgrade equipment, improve efficiency and throughput and enhance productivity. The Company anticipates capital spending to be approximately $90 million to $110 million in 2012.

Financing activities generated $51.2 million of cash inflows in the three months ended March 30, 2012. The Company evaluates factors such as future operating cash flow requirements, other cash flow expectations, investment and financing strategic plans and the overall cost of capital to determine the appropriate levels of short and long term debt to maintain. Refer to Item 2 - MD&A - Debt and Other Contractual Obligations (section below) for details.

Debt and Other Contractual Obligations The Company's outstanding debt obligations were $1,114.6 million as of March 30, 2012 and the Company maintained approximately $808.5 million of excess availability under its various credit facilities around the world. The Company utilizes short and long term debt to address working capital needs, debt repayments, and interest as well as discretionary investments in internal product development, acquisitions, Series A preferred stock dividends, repurchase of common stock and taxes. Short-term liquidity and working capital needs are generally supported through operating cash flows. The Company maintains ratings 43 -------------------------------------------------------------------------------- Table of Contents on its public debt and is a well-known seasoned issuer; therefore, the Company has and expects to continue to obtain market rates on any new borrowings.

On July 22, 2011, the Company entered into a new $400 million asset-based revolving credit facility. The Revolving Credit Facility replaced the Company's prior $400 million Senior Secured Revolving Credit Facility ("Terminated Credit Facility"), which was set to mature in July 2012. The Revolving Credit Facility contains restrictions in areas consistent with the Terminated Credit Facility, including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. In the aggregate, however, the restrictions in the Revolving Credit Facility provide the Company greater flexibility than those under the Terminated Credit Facility, and generally only apply in the event that the Company's availability under the Revolving Credit Facility falls below certain specific thresholds. The Revolving Credit Facility may be used for refinancing certain existing indebtedness and will continue to be used for working capital purchases.

Failure to comply with any of the covenants, financial tests and ratios required by the Company's existing or future debt obligations could result in a default under those agreements and under other agreements containing cross-default provisions, as defined in the Company's Revolving Credit Facility, 1.00% Senior Convertible Notes, 0.875% Convertible Notes, Subordinated Convertible Notes, 7.125% Senior Notes, Senior Floating Rate Notes and various other credit facilities maintained by the Company's restricted subsidiaries. A default would permit lenders to cease making further extensions of credit, accelerate the maturity of the debt under these agreements and foreclose upon any collateral securing that debt. The lenders under the Company's Revolving Credit Facility have a pledge of all of the capital stock of existing and future U.S. and Canadian subsidiaries. The lenders under the Company's Revolving Credit Facility have a lien on substantially all of the Company's U.S. and Canadian assets and a pledge of 65% of the equity interests of certain of the Company's foreign subsidiaries. The Company also has incurred secured debt in connection with some of its European operations. The lenders under these European secured credit facilities also have liens on assets of certain of our European subsidiaries. As a result of these pledges and liens, if the Company fails to meet its payment or other obligations under any of its secured indebtedness, the lenders under the applicable credit agreement would be entitled to foreclose on substantially all of the Company's assets and liquidate these assets. Broadly, cross-default provisions, would permit lenders to cause such indebtedness to become due prior to its stated maturity in the event a default remains unremedied for a period of time under the terms of one or more financing agreements, a change in control or a fundamental change. As of March 30, 2012 and December 31, 2011, the Company was in compliance with all material debt covenants.

The Company's defined benefit plans at December 31, 2011 were underfunded by $114.7 million. Pension expense for the Company's defined benefit pension plans for the three fiscal months ended March 30, 2012, was $4.3 million and cash contributions were approximately $1.8 million.

The Company anticipates being able to meet its obligations as they come due based on historical operating and financing experience and the expected availability of funds under its current credit facilities. The Company's contractual obligations and commercial commitments as of March 30, 2012, (in millions of dollars) are summarized below.

44 -------------------------------------------------------------------------------- Table of Contents Payments Due by Period Less than 1 1 - 3 4 - 5 After 5 Contractual obligations(1,2): Total Year Years Years Years Total debt (excluding capital leases) $ 1,110.0 $ 168.8 $ 350.4 $ 214.5 $ 376.3 Convertible debt at maturity(3) 300.1 0.3 35.7 - 264.1 Capital leases 4.6 1.1 2.5 1.0 - Interest payments on 7.125% Senior Notes 71.7 14.3 28.6 28.6 0.2 Interest payments on Senior Floating Rate Notes 9.9 3.3 6.6 - - Interest payments on 0.875% Convertible Notes 5.1 3.1 2.0 - - Interest payments on 1.00% Senior Convertible Notes 0.1 0.1 - - - Interest payments on Subordinated Convertible Notes 259.7 19.3 38.6 38.6 163.2 Interest payments on Spanish term loans 1.4 1.0 0.4 - - Operating leases(4) 159.7 34.1 59.9 46.8 18.9 Purchase agreements(5) 32.0 32.0 - - - Preferred stock dividend payments 0.5 0.3 0.2 - - Defined benefit pension obligations(6) 176.5 16.0 33.4 35.1 92.0 Postretirement benefits 6.9 1.0 1.8 1.3 2.8 Unrecognized tax benefits, including interest and penalties(7) - - - - - Total $ 2,138.2 $ 294.7 $ 560.1 $ 365.9 $ 917.5 (1) This table does not include interest payments on General Cable's revolving credit facilities because the future amounts are based on variable interest rates and the amount of the borrowings under the Revolving Credit Facility and Spanish Credit Facility fluctuate depending upon the Company's working capital requirements.

(2) This table does not include derivative instruments as the ultimate cash outlays cannot be reasonably predicted. Information on these items is provided under Item 3, "Quantitative and Qualitative Disclosures about Market Risk." (3) Represents the current debt discount on the Company's 1.00% Senior Convertible Notes, 0.875% Convertible Notes and Subordinated Convertible Notes.

(4) Operating lease commitments are described under Note 18 - Commitments and Contingencies.

(5) Represents our firm purchase commitments on our forward pricing agreements as disclosed in Note 10 - Financial Instruments.

(6) Defined benefit pension obligations reflect the Company's estimates of contributions that will be required in 2012 and future years to meet current law minimum funding requirements.

(7) Unrecognized tax benefits of $76.1 million have not been reflected in the above table due to the inherent uncertainty as to the amount and timing of settlement, which is contingent upon the occurrence of possible future events, such as examinations and determinations by various tax authorities.

Off Balance Sheet Assets and Obligations The Company has entered into various operating lease agreements related principally to certain administrative, manufacturing and distribution facilities and transportation equipment. At March 30, 2012, future minimum rental payments required under non-cancelable lease agreement during twelve month periods beginning March 30, 2012 through March 30, 2017 are $34.1 million, $32.1 million, $27.8 million, $24.2 million and $22.6 million, respectively, and $18.9 million thereafter.

As of March 30, 2012, the Company had $57.5 million in letters of credit, $281.4 million in various performance bonds and $238.9 million in other guarantees.

Other guarantees include bank guarantees and advance payment bonds. 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, quality and other various bank and financing guarantees. Advance payment bonds are often required by customers when we obtain advance payments to secure the production of cable for long term contracts. The advance payment bonds provide the customer protection on their deposit in the event that the Company does not perform under the contract. See "Liquidity and Capital Resources" for excess availability under the Company's various credit borrowings.

See the previous section, "Debt and Other Contractual Obligations," for information on debt-related guarantees.

Environmental Matters The Company's expenditures for environmental compliance and remediation amounted to approximately $0.6 million and $0.7 million for the three months ended March 30, 2012 and April 1, 2011, respectively. In addition, certain of General Cable's subsidiaries have been named as potentially responsible parties in proceedings that involve environmental remediation. The Company has accrued $1.8 million at March 30, 2012, and $1.9 million at December 31, 2011, for all environmental liabilities. While it is difficult to estimate future environmental liabilities, the Company does not currently anticipate any material adverse effect on results of operations, cash flows or financial position as a result of compliance with federal, state, local or foreign environmental laws or regulations or remediation costs.

45 -------------------------------------------------------------------------------- Table of Contents Disclosure Regarding Forward-Looking Statements Certain statements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations," including, without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures, understanding of competition, projected sources of cash flow, potential legal liability, proposed legislation and regulatory action, and our management's beliefs, expectations or opinions, are forward-looking statements, and as such, we desire to take advantage of the "safe harbor" which is afforded to such statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "may," "anticipate," "intend," "estimate," "project," "plan," "assume," "seek to" or other similar expressions, although not all forward-looking statements contain these identifying words.

Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which we have no control. These factors, risks and uncertainties include, but are not limited to, the following: (1) general economic conditions, particularly those in the construction, energy and information technology sectors; (2) the volatility in the price of raw materials, particularly copper and aluminum; (3) our ability to invest in product development, to improve the design and performance of our products; (4) economic, political and other risks of maintaining facilities and selling products in foreign countries; (5) domestic and local country price competition; (6) our ability to successfully integrate and identify acquisitions; (6) the impact of technology; (7) our ability to maintain relationships with our distributors and retailers; (8) the changes in tax rates and exposure to new tax laws; (9) our ability to adapt to current and changing industry standards; (10) our ability to execute large customer contracts; (11) our ability to maintain relationships with key suppliers; (12) the impact of fluctuations in foreign currency rates; (13) compliance with foreign and U.S. laws and regulations; (14) our ability to negotiate extensions of labor agreements; (15) our ability to continue our uncommitted accounts payable confirming arrangements; (16) our exposure to counterparty risk in our hedging arrangements; (17) changes in financial impact on any future plant closures; (18) our ability to achieve target returns on investments in our defined benefit plans; (19) possible future environmental liabilities and asbestos litigation; (20) our ability to properly defend current pending antitrust and competition law; (21) our ability to attract and retain key employees; (22) our ability to make payments on our indebtedness; (23) our ability to comply with covenants in our existing or future financing agreements; (24) lowering of one or more of out debt ratings; (25) our ability to maintain adequate liquidity; the trading price of our common stock; (26) and other material factors. See Item 1A "Risk Factors", for a more detailed discussion on some of these risks.

Forward looking statements reflect the views and assumptions of management as of the date of this report with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

Critical Accounting Policies and Estimates The Company's significant accounting policies are described in Note 2 - Accounting Standards to the audited annual consolidated financial statements. In the three months ended March 30, 2012, there have been no significant changes to these policies. In the three months ended March 30, 2012, there have been no recent accounting pronouncements that are expected to have a significant effect on the consolidated financial statements.

Venezuelan Operations Effective January 1, 2011, the Central Bank of Venezuela and the Ministry of Finance published an amendment to Convenio Cambiario No. 14 (the Exchange Law), whereby the official exchange rate was set at 4.30 BsF per U.S. dollar. In the three months ended March 30, 2012 and April 1, 2011 the Company made no copper purchases.

At March 30, 2012 and December 31, 2011, the Company's total assets in Venezuela were $274.8 million and $286.4 million and total liabilities were $46.4 million and $65.9 million, respectively. At March 30, 2012 and December 31, 2011, total assets included BsF denominated monetary assets of $148.9 million and $138.3 million, which consisted primarily of $107.3 million and $92.9 million of cash, and $38.8 million and $42.2 million of accounts receivable, respectively. At March 30, 2012 and December 31, 2011, total liabilities included BsF denominated monetary liabilities of $29.7 million and $31.1 million, which consisted primarily of accounts payable and other accruals. All monetary assets and liabilities were remeasured at 4.30 BsF per U.S. dollar at March 30, 2012 and December 31, 2011.

Sales in Venezuela were 4% and 3% of consolidated net sales for the three months ended March 30, 2012 and April 1, 2011, respectively. Operating income in Venezuela was 18% and 11% of consolidated operating income for the three months ended March 30, 2012 and April 1, 2011, respectively. For the three months ended March 30, 2012, Venezuela's sales and cost of goods 46 -------------------------------------------------------------------------------- Table of Contents sold were approximately 97% and 35% BsF denominated and approximately 3% and 65% U.S. dollar denominated, respectively. For the three months ended April 1, 2011, Venezuela's sales and cost of goods sold were approximately 91% and 29% BsF denominated and approximately 9% and 71% U.S. dollar denominated, respectively.

During the three months ended March 30, 2012 and April 1, 2011, the Company settled $19.6 million and no U.S. dollar denominated intercompany payables and accounts payable in Venezuela, respectively. During the three months ended March 30, 2012, settlements were made at the official exchange rate of 4.30 BsF per U.S. dollar on U.S. dollar denominated intercompany payables and accounts payable. At March 30, 2012, $16.8 million of requests for U.S. dollars to settle U.S. dollar denominated liabilities remained pending, which the Company expects will be settled at the 4.30 BsF per U.S. dollar rate. Approximately $0.1 million of the requested settlements are current, $16.1 million have been pending over 30 days and $0.6 million have been pending over one year. Currency exchange controls in Venezuela continue to limit the Company's ability to remit funds from Venezuela. We do not consider the net assets of Venezuela to be integral to the Company's ability to service our debt and operational requirements.

As a result of government restrictions, Venezuela continues to operate in a difficult economic environment. We have historically taken steps to address operational challenges including obtaining approval of copper imports at the 4.30 essential BsF per U.S. dollar rate in the first three months of 2012, purchasing other raw material products domestically, and adjusting prices to reflect raw material cost and adherence to government price controls.

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