8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2014

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-12983	06-1398235
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky	41076-9753
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (859) 572-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 22, 2014, General Cable Company, Ltd. (“Seller”), a wholly-owned, indirect subsidiary of General Cable Corporation, sold all of the stock of Phelps Dodge International Philippines, Inc. (“PDP”) and Phelps Dodge Philippines Energy Products Corporation (“PDEP”) owned by Seller to A. Soriano Corporation (“Buyer”) for $67.1 million in cash, resulting in (i) Buyer owning 100% of the stock of PDP, and (ii) Buyer and PDP owning 100% of the stock of PDEP. Prior to the consummation of the sale, (i) Buyer owned the remaining stock of PDP that Seller did not own, and (ii) PDP owned the remaining stock of PDEP that Seller did not own. The amount of consideration payable to the Seller in connection with the transaction was determined by arms-length negotiations between the Seller and the Buyer, and not pursuant to any specific formula or principle.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The following unaudited pro forma financial information is filed as Exhibit 99.1 to this current report and incorporated herein by this reference:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 26, 2014

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine fiscal months ended September 26, 2014

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the fiscal year ended December 31, 2013

(d) Exhibits.

Exhibit Number	Description
99.1	General Cable Corporation unaudited pro forma condensed consolidated financial information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 22, 2014	GENERAL CABLE CORPORATION
	By:	/s/ Brian J. Robinson
		Name:	Brian J. Robinson
		Title:	Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	General Cable Corporation unaudited pro forma condensed consolidated financial information.

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On December 22, 2014, General Cable Corporation (“General Cable” or the “Company”) completed the sale of its interest in Phelps Dodge International Philippines, Inc. (“PDP”) and Phelps Dodge Philippines Energy Products Corporation (“PDEP”) for cash consideration of $67.1 million. The Company sold its 60% interest to its joint venture partner, A. Soriano Corporation (Anscor).

The following unaudited pro forma condensed consolidated balance sheet and statements of operations were derived from the Company’s historical consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as of September 26, 2014 assumes the disposition of PDP and PDEP on that date. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 26, 2014 and the year ended December 31, 2013 give effect to the disposition of PDP and PDEP as if it occurred on January 1, 2013. The historical consolidated financial statements referred to above were included in General Cable’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2014 and Annual Report on Form 10-K for the year ended December 31, 2013. The following unaudited pro forma condensed consolidated financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes.

The pro forma adjustments are based on the best information available and assumptions that management believes are (a) directly attributable to the sale of PDP and PDEP, (b) are factually supportable and (c) with respect to the statement of operations, have a continuing impact on the consolidated results. The pro forma adjustments are described in the accompanying notes to the unaudited pro forma condensed consolidated financial information.

The unaudited pro forma condensed consolidated financial information is for illustrative purposes only and is not necessarily indicative of the results of operations that would have occurred if the PDP and PDEP disposition had occurred on January 1, 2013. The unaudited pro forma condensed consolidated financial information does not reflect future events that may occur after the sale, including potential general and administrative cost savings.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Pro Forma Condensed Consolidated Balance Sheet

(in millions, except share data)

(unaudited)

	September 26, 2014
	Consolidated Historical			Pro Forma Adjustments			Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	272.4		$	54.3	(a), (b)	$	326.7
Receivables, net of allowances		1,187.5			(32.9	) (a)		1,154.6
Inventories		1,278.2			(15.7	) (a)		1,262.5
Deferred income taxes		44.8			(1.1	) (a)		43.7
Prepaid expenses and other		129.0			(2.9	) (a)		126.1
Total current assets		2,911.9			1.7			2,913.6
Property, plant and equipment, net		887.9			(39.5	) (a)		848.4
Deferred income taxes		17.8			—			17.8
Goodwill		27.0			—			27.0
Intangible assets, net		70.4			—			70.4
Unconsolidated affiliated companies		19.3			(1.3	) (c)		18.0
Other non-current assets		88.0			(0.2	) (a)		87.8
Total assets	$	4,022.3		$	(39.3	)	$	3,983.0
Liabilities and Total Equity
Current liabilities:
Accounts payable	$	855.6		$	(8.7	) (a)	$	846.9
Accrued liabilities		403.2			5.3	(a), (d)		408.5
Current portion of long-term debt		407.4			—			407.4
Total current liabilities		1,666.2			(3.4	)		1,662.8
Long-term debt		1,116.4			—			1,116.4
Deferred income taxes		215.5			(10.2	) (a)		205.3
Other liabilities		213.6			(1.0	) (a)		212.6
Total liabilities		3,211.7			(14.6	)		3,197.1
Commitments and contingencies
Redeemable non-controlling interest		16.3			—			16.3
Total equity:
Common stock, $0.01 par value, issued and outstanding shares:
September 26, 2014 – 48,670,009 (net of 10,139,959 treasury shares)		0.6			—			0.6
Additional paid-in capital		707.5			—			707.5
Treasury stock		(185.4	)		—			(185.4	)
Retained earnings		356.4			2.0	(e)		358.4
Accumulated other comprehensive income (loss)		(160.1	)		6.6	(a)		(153.5	)
Total Company shareholders’ equity		719.0			8.6			727.6
Non-controlling interest		75.3			(33.3	) (f)		42.0
Total equity		794.3			(24.7	)		769.6
Total liabilities, redeemable non-controlling interest and equity	$	4,022.3		$	(39.3	)	$	3,983.0

See accompanying notes to unaudited pro forma condensed consolidated financial information.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

(in millions, except per share data) (unaudited)

	Nine Fiscal Months Ended September 26, 2014
	Consolidated Historical			Pro Forma Adjustments			Pro Forma
Net sales	$	4,433.1		$	(111.0	) (a)	$	4,322.1
Cost of sales		4,142.6			(75.1	) (a)		4,067.5
Gross profit		290.5			(35.9	)		254.6
Selling, general and administrative expenses		338.2			(23.4	) (a)		314.8
Goodwill impairment charge		155.1			—			155.1
Intangible asset impairment charges		98.8			—			98.8
Operating income (loss)		(301.6	)		(12.5	)		(314.1	)
Other income (expense)		(111.4	)		(0.1	) (a)		(111.5	)
Interest income (expense):
Interest expense		(85.6	)		—			(85.6	)
Interest income		3.0			—			3.0
		(82.6	)		—			(82.6	)
Income (loss) before income taxes		(495.6	)		(12.6	)		(508.2	)
Income tax (provision) benefit		13.8			8.8	(d)		22.6
Equity in net earnings of unconsolidated affiliated companies		0.9			—			0.9
Net income (loss) including non-controlling interest		(480.9	)		(3.8	)		(484.7	)
Less: preferred stock dividends		—			—			—
Less: net income (loss) attributable to non-controlling interest		(16.5	)		(1.3	) (a)		(17.8	)
Net income (loss) attributable to Company common shareholders	$	(464.4	)	$	(2.5	)	$	(466.9	)
Earnings (loss) per share
Earnings (loss) per common share-basic	$	(9.52	)	$	(0.05	)	$	(9.57	)
Weighted average common shares-basic		48.8			48.8			48.8
Earnings (loss) per common share-assuming dilution	$	(9.52	)	$	(0.05	)	$	(9.57	)
Weighted average common shares-assuming dilution		48.8			48.8			48.8

See accompanying notes to unaudited pro forma condensed consolidated financial information.

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

(in millions, except per share data) (unaudited)

	Fiscal Year Ended December 31, 2013
	Consolidated Historical			Pro Forma Adjustments			Pro Forma
Net sales	$	6,421.2		$	(127.3	) (a)	$	6,293.9
Cost of sales		5,717.5			(89.4	) (a)		5,628.1
Gross profit		703.7			(37.9	)		665.8
Selling, general and administrative expenses		492.0			(23.3	) (a)		468.7
Operating income (loss)		211.7			(14.6	)		197.1
Other income (expense)		(66.7	)		(0.3	) (a)		(67.0	)
Interest income (expense):
Interest expense		(124.9	)		0.1	(a)		(124.8	)
Interest income		6.9			—			6.9
		(118.0	)		0.1			(117.9	)
Income (loss) before income taxes		27.0			(14.8	)		12.2
Income tax (provision) benefit		(38.8	)		4.0	(d)		(34.8	)
Equity in net earnings of unconsolidated affiliated companies		1.7			—			1.7
Net income (loss) including non-controlling interest		(10.1	)		(10.8	)		(20.9	)
Less: preferred stock dividends		0.3			—			0.3
Less: net income (loss) attributable to non-controlling interest		7.7			(4.0	) (a)		3.7
Net income (loss) attributable to Company common shareholders	$	(18.1	)	$	(6.8	)	$	(24.9	)
Earnings (loss) per share
Earnings (loss) per common share-basic	$	(0.37	)	$	(0.13	)	$	(0.50	)
Weighted average common shares-basic		49.4			49.4			49.4
Earnings (loss) per common share-assuming dilution	$	(0.37	)	$	(0.13	)	$	(0.50	)
Weighted average common shares-assuming dilution		49.4			49.4			49.4

See accompanying notes to unaudited pro forma condensed consolidated financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Pro Forma Adjustments

On December 22, 2014, General Cable Corporation (“General Cable” or the “Company”) completed the sale of its interest in Phelps Dodge International Philippines, Inc. (“PDP”) and Phelps Dodge Philippines Energy Products Corporation (“PDEP”) for cash consideration of $67.1 million. The Company sold its 60% interest to its joint venture partner, A. Soriano Corporation (Anscor).

The following pro forma adjustments are included in the unaudited pro forma condensed consolidated balance sheet and/or the unaudited pro forma condensed consolidated statements of operations:

(a) Represents the elimination of assets, liabilities and historical operating results included in the disposition of PDP and PDEP

(b) Includes $67.1 million of cash proceeds from the sale of PDP and PDEP, net of cash to buyer

(c) Represents the elimination of a $1.3 million unconsolidated affiliated company investment in a PDP subsidiary

(d) Includes the impact on the Company’s global consolidated estimated tax computation excluding PDP and PDEP

(e) Includes the estimated after-tax effect on retained earnings from the disposition of PDP and PDEP; including the after-tax gain on the sale

(f) Represents the elimination of noncontrolling interest related to the 40% ownership by A. Soriano Corporation

Items non-recurring in nature are not reflected in the pro forma adjustments in the condensed consolidated statements of operations.