Supplemental Guarantor and Parent Company Condensed Financial Information

General Cable Corporation (“Parent Company”) and its U.S. and Canadian 100% owned subsidiaries (“Guarantor Subsidiaries”) fully and unconditionally guarantee the $600 million of 5.75% senior notes due in 2022, the $10.6 million of 1.00% Senior Convertible Notes, the $355 million of 0.875% Convertible Notes, the $200 million of 7.125% Senior Notes due in 2017 and the $125 million of Senior Floating Rate Notes due in 2015 of the Parent Company on a joint and several basis. The following tables present financial information about the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries in millions. Intercompany transactions are eliminated.

In December 2012, the Canadian subsidiaries became non-guarantor subsidiaries due to amendments of the Revolving Credit Facility. This change will be reflected in the Company's 2012 Form 10-K.

The following tables present financial information about the Parent Company, Guarantor Subsidiaries and non-guarantor subsidiaries in millions. Intercompany transactions are eliminated.

Condensed Statements of Operations and Comprehensive Income (Loss)

Three Fiscal Months Ended September 28, 2012



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales:
Customers	$	—		$	548.7		$	951.9		$	—		$	1,500.6
Intercompany	13.5			—			45.8			(59.3		)	—
	13.5			548.7			997.7			(59.3		)	1,500.6
Cost of sales	—			485.6			897.8			(45.8		)	1,337.6
Gross profit	13.5			63.1			99.9			(13.5		)	163.0
Selling, general and administrative expenses	11.1			39.1			56.8			(13.5		)	93.5
Operating income	2.4			24.0			43.1			—			69.5
Other income (expense)	—			1.0			8.3			—			9.3
Interest income (expense):
Interest expense	(16.5		)	(24.3		)	(10.3		)	26.1			(25.0		)
Interest income	22.8			3.3			1.3			(26.1		)	1.3
	6.3			(21.0		)	(9.0		)	—			(23.7		)
Income before income taxes	8.7			4.0			42.4			—			55.1
Income tax (provision) benefit	(3.9		)	(6.3		)	(63.6		)	—			(73.8		)
Equity in net income of subsidiaries and affiliated companies	(25.3		)	(23.0		)	—			48.8			0.5
Net income (loss) including non-controlling interest	(20.5		)	(25.3		)	(21.2		)	48.8			(18.2		)
Less: preferred stock dividends	0.1			—			—			—			0.1
Less: net income attributable to non-controlling interest	—			—			2.3			—			2.3
Net income (loss) attributable to Company common shareholders	$	(20.6	)	$	(25.3	)	$	(23.5	)	$	48.8		$	(20.6	)
Comprehensive income (loss)	$	(19.5	)	$	(42.9	)	$	20.3		$	48.8		$	6.7

Condensed Statements of Operations and Comprehensive Income (Loss)

Nine Fiscal Months Ended September 28, 2012



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales:
Customers	$	—		$	1,615.5		$	2,795.7		$	—		$	4,411.2
Intercompany	42.4			—			68.9			(111.3		)	—
	42.4			1,615.5			2,864.6			(111.3		)	4,411.2
Cost of sales	—			1,413.9			2,585.2			(68.9		)	3,930.2
Gross profit	42.4			201.6			279.4			(42.4		)	481.0
Selling, general and administrative expenses	34.2			110.7			189.2			(42.4		)	291.7
Operating income	8.2			90.9			90.2			—			189.3
Other income (expense)	—			0.2			2.4			—			2.6
Interest income (expense):
Interest expense	(48.4		)	(70.2		)	(33.1		)	76.8			(74.9		)
Interest income	66.7			9.6			5.1			(76.8		)	4.6
	18.3			(60.6		)	(28.0		)	—			(70.3		)
Income (loss) before income taxes	26.5			30.5			64.6			—			121.6
Income tax (provision) benefit	(10.3		)	(17.2		)	(68.2		)	—			(95.7		)
Equity in net income (loss) of subsidiaries	5.0			(8.3		)	—			4.3			1.0
Net income (loss) including non-controlling interest	21.2			5.0			(3.6		)	4.3			26.9
Less: preferred stock dividends	0.3			—			—			—			0.3
Less: net income attributable to non-controlling interest	—			—			5.7			—			5.7
Net income (loss) applicable to Company common shareholders	$	20.9		$	5.0		$	(9.3	)	$	4.3		$	20.9
Comprehensive income (loss)	$	22.4		$	(17.4	)	$	25.2		$	4.3		$	34.5

Condensed Statements of Operations and Comprehensive Income (Loss)

Three Fiscal Months Ended September 30, 2011



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales:
Customers	$	—		$	518.4		$	999.4		$	—		$	1,517.8
Intercompany	14.4			—			15.7			(30.1		)	—
	14.4			518.4			1,015.1			(30.1		)	1,517.8
Cost of sales	—			459.2			922.6			(15.7		)	1,366.1
Gross profit	14.4			59.2			92.5			(14.4		)	151.7
Selling, general and administrative expenses	11.5			34.5			61.4			(14.4		)	93.0
Operating income	2.9			24.7			31.1			—			58.7
Other income (expense)	(0.1		)	(2.4		)	(29.0		)	—			(31.5		)
Interest income (expense):
Interest expense	(15.8		)	(17.4		)	(11.1		)	18.9			(25.4		)
Interest income	15.8			3.0			2.3			(18.9		)	2.2
	—			(14.4		)	(8.8		)	—			(23.2		)
Income (loss) before income taxes	2.8			7.9			(6.7		)	—			4.0
Income tax (provision) benefit	(1.0		)	(0.2		)	(5.3		)	—			(6.5		)
Equity in net income (loss) of subsidiaries	(3.8		)	(11.5		)	0.1			16.0			0.8
Net income (loss) including non-controlling interest	(2.0		)	(3.8		)	(11.9		)	16.0			(1.7		)
Less: preferred stock dividends	0.1			—			—			—			0.1
Less: net income (loss) attributable to non-controlling interest	—			—			0.3			—			0.3
Net income (loss) applicable to Company common shareholders	$	(2.1	)	$	(3.8	)	$	(12.2	)	$	16.0		$	(2.1	)
Comprehensive income (loss)	$	(4.6	)	$	(37.9	)	$	(115.3	)	$	16.0		$	(141.8	)

Condensed Statements of Operations and Comprehensive Income (Loss)

Nine Fiscal Months Ended September 30, 2011



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net sales:
Customers	$	—		$	1,600.8		$	2,896.8		$	—		$	4,497.6
Intercompany	42.2			—			38.7			(80.9		)	—
	42.2			1,600.8			2,935.5			(80.9		)	4,497.6
Cost of sales	—			1,397.9			2,653.4			(38.7		)	4,012.6
Gross profit	42.2			202.9			282.1			(42.2		)	485.0
Selling, general and administrative expenses	33.5			108.6			181.8			(42.2		)	281.7
Operating income	8.7			94.3			100.3			—			203.3
Other income (expense)	(0.1		)	(1.8		)	(26.5		)	—			(28.4		)
Interest income (expense):
Interest expense	(47.1		)	(55.4		)	(32.4		)	61.9			(73.0		)
Interest income	52.6			9.0			6.5			(61.9		)	6.2
	5.5			(46.4		)	(25.9		)	—			(66.8		)
Income (loss) before income taxes	14.1			46.1			47.9			—			108.1
Income tax (provision) benefit	(5.2		)	(18.4		)	(19.7		)	—			(43.3		)
Equity in net income of subsidiaries	56.5			28.8			0.1			(83.2		)	2.2
Net income including non-controlling interest	65.4			56.5			28.3			(83.2		)	67.0
Less: preferred stock dividends	0.3			—			—			—			0.3
Less: net income attributable to non-controlling interest	—			—			1.6			—			1.6
Net income applicable to Company common shareholders	$	65.1		$	56.5		$	26.7		$	(83.2	)	$	65.1
Comprehensive income (loss)	$	64.1		$	45.7		$	(54.2	)	$	(83.2	)	$	(27.6	)

Condensed Balance Sheets

September 28, 2012



	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash and cash equivalents	$	394.5	$	28.9	$	462.1	$	—		$	885.5
Receivables, net of allowances	—		376.9		941.1		—			1,318.0
Inventories, net	—		498.9		737.2		—			1,236.1
Deferred income taxes	—		23.8		10.6		—			34.4
Prepaid expenses and other	2.9		21.2		92.3		—			116.4
Total current assets	397.4		949.7		2,243.3		—			3,590.4
Property, plant and equipment, net	0.3		254.4		832.6		—			1,087.3
Deferred income taxes	—		1.9		24.4		—			26.3
Intercompany accounts	1,463.5		387.9		46.2		(1,897.6		)	—
Investment in subsidiaries	1,108.2		1,382.2		—		(2,490.4		)	—
Goodwill	—		0.8		169.5		—			170.3
Intangible assets, net	—		9.0		175.7		—			184.7
Unconsolidated affiliated companies	—		13.8		5.9		—			19.7
Other non-current assets	17.5		26.1		26.3		—			69.9
Total assets	$	2,986.9	$	3,025.8	$	3,523.9	$	(4,388.0	)	$	5,148.6
Liabilities and Total Equity
Current liabilities:
Accounts payable	$	—	$	149.4	$	852.5	$	—		$	1,001.9
Accrued liabilities	8.6		138.2		265.8		—			412.6
Current portion of long-term debt	10.6		—		220.7		—			231.3
Total current liabilities	19.2		287.6		1,339.0		—			1,645.8
Long-term debt	1,429.6		—		36.2		—			1,465.8
Deferred income taxes	152.2		2.6		123.4		—			278.2
Intercompany accounts	—		1,509.7		387.9		(1,897.6		)	—
Other liabilities	1.1		117.7		137.2		—			256.0
Total liabilities	1,602.1		1,917.6		2,023.7		(1,897.6		)	3,645.8
Total Company shareholders’ equity	1,384.8		1,108.2		1,382.2		(2,490.4		)	1,384.8
Non-controlling interest	—		—		118.0		—			118.0
Total liabilities and equity	$	2,986.9	$	3,025.8	$	3,523.9	$	(4,388.0	)	$	5,148.6

Condensed Balance Sheets

December 31, 2011



	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Total
Assets
Current assets:
Cash	$	0.1	$	12.4		$	421.6	$	—		$	434.1
Receivables, net of allowances	—		247.0			833.9		—			1,080.9
Inventories	—		436.3			749.2		—			1,185.5
Deferred income taxes	—		25.4			17.8		—			43.2
Prepaid expenses and other	1.8		23.5			74.7		—			100.0
Total current assets	1.9		744.6			2,097.2		—			2,843.7
Property, plant and equipment, net	0.4		186.3			837.1		—			1,023.8
Deferred income taxes	—		1.9			14.3		—			16.2
Intercompany accounts	1,210.4		378.4			40.1		(1,628.9		)	—
Investment in subsidiaries	1,098.0		1,327.1			—		(2,425.1		)	—
Goodwill	—		0.8			167.3		—			168.1
Intangible assets, net	—		3.3			178.3		—			181.6
Unconsolidated affiliated companies	—		12.6			6.0		—			18.6
Other non-current assets	8.2		23.4			39.4		—			71.0
Total assets	$	2,318.9	$	2,678.4		$	3,379.7	$	(4,054.0	)	$	4,323.0
Liabilities and Total Equity
Current liabilities:
Accounts payable	$	—	$	100.1		$	846.4	$	—		$	946.5
Accrued liabilities	6.4		102.8			310.8		—			420.0
Current portion of long-term debt	10.1		—			146.2		—			156.3
Total current liabilities	16.5		202.9			1,303.4		—			1,522.8
Long-term debt	813.5		34.9			44.2		—			892.6
Deferred income taxes	139.4		(18.1		)	78.7		—			200.0
Intercompany accounts	—		1,250.5			378.4		(1,628.9		)	—
Other liabilities	1.1		110.2			134.6		—			245.9
Total liabilities	970.5		1,580.4			1,939.3		(1,628.9		)	2,861.3
Total Company shareholders’ equity	1,348.4		1,098.0			1,327.1		(2,425.1		)	1,348.4
Non-controlling interest	—		—			113.3		—			113.3
Total liabilities and equity	$	2,318.9	$	2,678.4		$	3,379.7	$	(4,054.0	)	$	4,323.0

Condensed Statements of Cash Flows

Nine Fiscal Months Ended September 28, 2012



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Total
Net cash flows of operating activities	$	37.3		$	13.9		$	31.0		$	—	$	82.2
Cash flows of investing activities:
Capital expenditures	—			(18.4		)	(71.6		)	—		(90.0		)
Proceeds from properties sold	—			0.2			4.2			—		4.4
Acquisitions, net of cash acquired	—			(172.6		)	(6.9		)	—		(179.5		)
Other	—			(45.8		)	45.7			—		(0.1		)
Net cash flows of investing activities	—			(236.6		)	(28.6		)	—		(265.2		)
Cash flows of financing activities:
Preferred stock dividends paid	(0.3		)	—			—			—		(0.3		)
Excess tax benefits from stock-based compensation	0.1			—			—			—		0.1
Intercompany accounts	(242.7		)	272.9			(30.2		)	—		—
Proceeds from other debt	—			692.4			571.9			—		1,264.3
Repayments of other debt	—			(727.3		)	(512.5		)	—		(1,239.8		)
Issuance of long-term debt	600.0			—			—			—		600.0
Dividends paid to non-controlling interest	—			—			(2.3		)	—		(2.3		)
Purchase of treasury shares	(1.2		)									(1.2		)
Proceeds from exercise of stock options	0.1			—			—			—		0.1
Net cash flows of financing activities	356.0			238.0			26.9			—		620.9
Effect of exchange rate changes on cash and cash equivalents	1.1			1.2			11.2			—		13.5
Increase (decrease) in cash and cash equivalents	394.4			16.5			40.5			—		451.4
Cash and cash equivalents – beginning of period	0.1			12.4			421.6			—		434.1
Cash and cash equivalents – end of period	$	394.5		$	28.9		$	462.1		$	—	$	885.5

Condensed Statements of Cash Flows

Nine Fiscal Months Ended September 30, 2011



	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations			Total
Net cash flows of operating activities	$	27.5			$	9.7			$	(76.4	)		$	—		$	(39.2	)
Cash flows of investing activities:
Capital expenditures	(0.2		)		(14.5		)		(71.5		)		—			(86.2		)
Proceeds from properties sold	—				0.1				2.8				—			2.9
Acquisitions, net of cash acquired	—				—				—				—			—
Other	—				(16.9		)		17.6				—			0.7
Net cash flows of investing activities	(0.2		)		(31.3		)		(51.1		)		—			(82.6		)
Cash flows of financing activities:
Preferred stock dividends paid	(0.3		)		—				—				—			(0.3		)
Excess tax benefits from stock-based compensation	1.0				—				—				—			1.0
Intercompany accounts	(58.1		)		8.9				49.2				—			—
Proceeds from other debt	—			Proceeds from other debt	687.6			Proceeds from other debt	518.8			Proceeds from other debt	—		Proceeds from other debt	1,206.4
Repayments of other debt	—				(666.7		)		(467.5		)		—			(1,134.2		)
Dividends paid to non-controlling interests	—				—				(3.8		)		—			(3.8		)
Proceeds from exercise of stock options	1.2				—				—				—			1.2
Net cash flows of financing activities	(56.2		)		29.8				96.7				—			70.3
Effect of exchange rate changes on cash and cash equivalents	—				(0.6		)		10.0				—			9.4
Increase (decrease) in cash and cash equivalents	(28.9		)		7.6				(20.8		)		—			(42.1		)
Cash and cash equivalents - beginning of period	29.0				8.0				421.7				—			458.7
Cash and cash equivalents - end of period	$	0.1			$	15.6			$	400.9			$	—		$	416.6

Notes to Parent Company Condensed Financial Information

Basis of Presentation

In accordance with the requirements of Regulation S-X of the Securities and Exchange Commission, restricted net assets of the Company’s subsidiaries exceeded 25% of the Company’s total consolidated net assets. The Company’s Spanish Term Loans include covenants that require its Spanish subsidiary to maintain minimum net assets of 197 million euros. This financial information is condensed and omits many disclosures presented in the Condensed Consolidated Financial Statements and Notes thereto.

Intercompany Activity

The Parent Company and its Guarantor Subsidiaries participate in a cash pooling program. As part of this program, cash balances are generally swept on a daily basis between the Guarantor Subsidiaries’ bank accounts and those of the Parent Company. There are a significant number of the Company’s subsidiaries that participate in this cash pooling arrangement and there are thousands of transactions per week that occur between the Parent Company and Guarantor Subsidiaries, all of which are accounted for through the intercompany accounts.

Parent Company transactions include interest, dividend, tax payments and intercompany sales transactions related to administrative costs incurred by the Parent Company, which are billed to Guarantor Subsidiaries on a cost-plus basis. These costs are reported in the Parent’s “Selling, general and administrative expenses” on the Condensed Consolidated Statement of Operations for the respective period(s). All intercompany transactions are presumed to be settled in cash when they occur and are included in operating activities on the statement of cash flows.

A summary of cash and non-cash transactions of the Parent Company’s intercompany account is provided below for the nine fiscal months ended September 28, 2012 and the twelve months ended December 31, 2011:



(in millions)	September 28, 2012			December 31, 2011
Beginning Balance	$	1,210.4		$	1,169.7
Non-cash transactions
Deferred tax	2.5			8.0
Equity based awards	10.6			12.7
Foreign currency and other	(2.7		)	(1.0		)
Cash transactions	242.7			21.0
Ending Balance	$	1,463.5		$	1,210.4

Dividends

There were no cash dividend payments to the Parent Company from the Guarantor Subsidiaries in the nine fiscal months ended September 28, 2012 or September 30, 2011.

Parent Company Long-Term Debt

At September 28, 2012 and December 31, 2011, the Parent Company was party to the following long-term financing arrangements:



(in millions)	September 28, 2012			December 31, 2011
5.75% Senior Notes due 2022	$	600.0		$	—
Subordinated Convertible Notes due 2029	429.5			429.5
Debt discount on Subordinated Convertible Notes due 2029	(263.4		)	(264.4		)
1.00% Senior Convertible Notes due 2012	10.6			10.6
Debt discount on 1.00% Senior Convertible Notes due 2012	—			(0.5		)
0.875% Convertible Notes due 2013	355.0			355.0
Debt discount on 0.875% Convertible Notes due 2013	(25.5		)	(40.6		)
7.125% Senior Notes due 2017	200.0			200.0
Senior Floating Rate Notes	125.0			125.0
Other	9.0			9.0
Total Parent Company debt	1,440.2			823.6
Less current maturities	10.6			10.1
Parent Company Long-term debt	$	1,429.6		$	813.5



(in millions)	Q3 2013		Q3 2014		Q3 2015		Q3 2016		Q3 2017
Debt maturities twelve month period ending	$	10.6	$	329.5	$	125.0	$	—	$	—

For long-term debt related to the Parent Company, refer to Footnote 9 "Long-Term Debt" of the Notes to the Condensed Consolidated Financial Statements.

Commitments and Contingencies

For contingencies and guarantees related to the Parent Company, refer to Note 18 "Commitments and Contingencies" of the Notes to the Condensed Consolidated Financial Statements.