Acquisitions and Divestitures

On September 4, 2012, the Company completed the acquisition of the North American business of Alcan Cable North America for $151.0 million, subject to additional customary adjustments of $20.3 million as anticipated in the purchase agreement, primarily related to estimated working capital levels at closing. The Company expects to complete the acquisition of the Chinese business of Alcan Cable China for $34.0 million in a separate and subsequent closing before the end of 2012, subject to receipt of regulatory approval and customary closing adjustments. The Company paid $171.3 million in cash to the sellers at closing in consideration for the North American business and expensed $3.2 million in fees and expenses related to the acquisition, reported within selling, general and administrative expenses ("SG&A"). The final purchase price is subject to further customary adjustments primarily related to working capital levels.

Alcan Cable North America employs over 750 employees in North America and is a leading supplier of aluminum strip products and a leading supplier of both electrical and mechanical rod alloys around the globe. The acquisition is expected to create synergies, expand the range of product offerings, increase production capacity and complement the Company's current investments. In 2011, the last full year before the acquisition, Alcan Cable North America reported net sales of approximately $610 million.

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, in millions:



	September 4, 2012
Cash	$	—
Accounts receivable ⁽¹⁾	74.7
Inventories	70.7
Property, plant and equipment	72.7
Intangible assets	5.9
Goodwill	3.5
Other current and noncurrent assets	2.2
Total assets	$	229.7
Current liabilities	$	57.1
Other liabilities	1.3
Total liabilities	$	58.4

(1) Accounts receivable represents gross contractual value. As of the acquisition date, the fair value of accounts receivable approximated carrying value.

As of September 28, 2012, the Company had not yet finalized portions of the valuation of tangible and intangible property and certain deferred tax assets and liabilities for Alcan Cable North America; however, the impact of any subsequent adjustments is expected to be immaterial to the Company's financial position. The resulting goodwill is amortizable for tax purposes.

The following table presents selected financial information, in millions, except per share data, from the actual condensed consolidated results of operations for the Company for the three and nine months ended September 28, 2012, including the operations of Alcan Cable North America, and September 30, 2011, respectively, and presents selected financial information from unaudited pro forma condensed consolidated results of operations for the Company for the three and nine months ended September 28, 2012 and September 30, 2011, respectively, as though the acquisition of Alcan Cable North America 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, 2011. 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
	September 28, 2012			September 28, 2012			September 30, 2011			September 30, 2011
	(as reported)			(pro forma)			(as restated)			(pro forma)
Net sales	$	1,500.6		$	1,605.5		$	1,517.8		$	1,694.2
Net income (loss) attributable to Company common shareholders	$	(20.6	)	$	(11.8	)	$	(2.1	)	$	(5.9	)
Earnings (loss) per common share - assuming dilution	$	(0.41	)	$	(0.23	)	$	(0.04	)	$	(0.11	)



	Nine Fiscal Months Ended
	September 28, 2012		September 28, 2012		September 30, 2011		September 30, 2011
	(as reported)		(pro forma)		(as restated)		(pro forma)
Net sales	$	4,411.2	$	4,824.8	$	4,497.6	$	4,946.6
Net income (loss) attributable to Company common shareholders	$	20.9	$	40.9	$	65.1	$	65.3
Earnings (loss) per common share - assuming dilution	$	0.41	$	0.80	$	1.21	$	1.21

The unaudited pro forma financial information does not reflect any (i) integration costs that may be incurred as a result of the acquisition; (ii) synergies, operating efficiencies and costs savings that may result from the acquisition; or (iii) changes in commodities prices subsequent to the dates of such unaudited pro forma financial information. In addition, the unaudited pro forma financial information does not include any transition costs, restructuring costs or recognition of compensation expenses or other one-time charges that may be incurred in connection with integrating the operations of General Cable and Alcan Cable North America.

The amount of net sales and operating income included in the Company's actual consolidated results of operations from the acquisition of Alcan Cable North America were $47.6 million and $0.1 million, respectively, for the three and nine months ended September 28, 2012.

The Company completed an acquisition in Brazil in the three months ended June 29, 2012. The results of operations of the acquired business have been included in the condensed consolidated financial statements since the date of acquisition, and have been determined to be immaterial for disclosure purposes.