8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2015

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 (see General Instruction A.2 below):

¨ 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))

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K (the “Amended Form 8-K”) amends and qualifies the information contained in Item 2.02 of the Current Report on Form 8-K filed on February 4, 2015 by General Cable Corporation (the “Original Form 8-K”). Other than as set forth in this Amended Form 8-K and Exhibit 99.1 hereto, the information contained in the Original Form 8-K shall remain unchanged.

Item 2.02 Results of Operations and Financial Condition.

On February 4, 2015, General Cable Corporation (“General Cable”, “Company” or “we”) issued a press release and slides providing information on the results of operations for the three months and fiscal year ended December 31, 2014 (the “Earnings Release”), which were furnished as Exhibits 99.1 and 99.2 to the Original Form 8-K. The information in the Earnings Release is amended and qualified by the information set forth herein and Exhibit 99.1 hereto.

As we previously reported, we have been reviewing, with the assistance of external counsel, certain commission payments involving sales to customers of our subsidiary in Angola. The review has focused upon payment practices with respect to employees of public utility companies, use of agents in connection with such payment practices, and the manner in which the payments were reflected in our books and records. We have determined at this time that certain employees in our Portugal and Angola subsidiaries directly and indirectly made or directed payments at various times from 2002 through 2013 to officials of Angola government-owned public utilities that raise concerns under the Foreign Corrupt Practices Act and possibly under the laws of other jurisdictions.

On February 20, 2015, based on the analysis completed at that time with the assistance of our external counsel and forensic accountants, we concluded that we were able to reasonably estimate the amount of profit derived from sales made to the Angolan government-owned public utilities in connection with the payments described above, which we believe are likely to ultimately be disgorged. As a result, we have recorded an estimated charge in the amount of $24 million as an accrual as of December 31, 2014. The accrued amount reflects only an estimate of the Angola-related profits reasonably likely to be disgorged, and does not include provision for any fines, civil or criminal penalties, or other relief, any or all of which could be substantial.

We have revised our financial statements and other disclosures contained in the Earnings Release to reflect the establishment of an accrual of $24 million as described in the previous paragraphs. Our reported (GAAP) results for the quarter and year ended December 31, 2014 were impacted by this full accrued amount. Our adjusted (Non-GAAP) results for the quarter and year ended December 31, 2014 contained in the Original Form 8-K remain unchanged. The revised financial statements for the fourth quarter and fiscal year 2014, revised reconciliation of GAAP to Non-GAAP measures and certain other revised disclosures are set forth in Exhibit 99.1 to this Amended Form 8-K.

The information being furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Revised General Cable Corporation Fourth Quarter and Full Year 2014 Results.

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.

	GENERAL CABLE CORPORATION
Date: February 25, 2015	By:	/s/ Brian J. Robinson
	Name:	Brian J. Robinson
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Revised General Cable Corporation Fourth Quarter and Full Year 2014 Results

The following changes to the Company’s press release and slides providing information on its results of operations for the three months and fiscal year ended December 31, 2014 (the “Earnings Release”), which was issued on February 4, 2015, reflect the impact of an accrual of $24 million described in Item 2.02 of the Amended Form 8-K filed on February 25, 2015. Subsequent to the Company’s issuance of the Earnings Release, but prior to the filing of its Annual Report on Form 10-K for the year ended December 31, 2014, the Company concluded that it was able to reasonably estimate the amount of profit derived from sales made to the Angolan government-owned public utilities in connection with the payments described in Item 2.02 of the Amended Form 8-K, which the Company believes are likely to ultimately be disgorged. Other than as set forth below and in Item 2.02 of the Amended Form 8-K, the information contained in the Original Form 8-K shall remain unchanged.

Fourth Quarter 2014

• Consolidated Results

• Reported selling, general and administrative costs were $112.5 million, changed from $88.5 million

• Reported operating loss was $9.8 million, changed from operating income of $14.2 million

• Reported net loss was $163.2 million, changed from $139.2 million

• Reported diluted loss per share was $3.35, changed from $2.86

• North America Segment Results

• Reported operating income was $20.0 million, changed from $44.0 million

Full Year 2014

• Consolidated Results

• Reported selling, general and administrative costs were $450.7 million, changed from $426.7 million

• Reported operating loss was $311.4 million, changed from $287.4 million

• Reported net loss was $627.6 million, changed from $603.6 million

• Reported diluted loss per share was $12.86, changed from $12.37

• North America Segment Results

• Reported operating income was $118.5 million, changed from $142.5 million

General Cable Corporation and Subsidiaries

Consolidated Statements of Operations

(in millions, except per share data)

(unaudited)

	Three Fiscal Months Ended						Twelve Fiscal Months Ended
	December 31,			December 31,			December 31,			December 31,
	2014			2013			2014			2013
Net sales	$	1,546.7		$	1,661.3		$	5,979.8		$	6,421.2
Cost of sales		1,444.0			1,467.5			5,586.6			5,717.5
Gross profit		102.7			193.8			393.2			703.7
Selling, general and administrative expenses		112.5			128.6			450.7			492.0
Goodwill impairment charge		—			—			155.1			—
Intangible asset impairment charges		—			—			98.8			—
Operating income (loss)		(9.8	)		65.2			(311.4	)		211.7
Other expense		(101.5	)		(7.9	)		(212.9	)		(66.7	)
Interest income (expense):
Interest expense		(30.7	)		(34.2	)		(116.3	)		(124.9	)
Interest income		1.5			2.2			4.5			6.9
		(29.2	)		(32.0	)		(111.8	)		(118.0	)
Income (loss) before income taxes		(140.5	)		25.3			(636.1	)		27.0
Income tax (provision) benefit		(22.1	)		(8.9	)		(8.3	)		(38.8	)
Equity in net earnings of affiliated companies		0.5			0.2			1.4			1.7
Net income (loss) including noncontrolling interests		(162.1	)		16.6			(643.0	)		(10.1	)
Less: preferred stock dividends		—			0.1			—			0.3
Less: net income (loss) attributable to noncontrolling interest		1.1			2.8			(15.4	)		7.7
Net income (loss) attributable to Company common shareholders	$	(163.2	)	$	13.7		$	(627.6	)	$	(18.1	)
Earnings (loss) per share
Earnings (loss) per common share - basic	$	(3.35	)	$	0.28		$	(12.86	)	$	(0.37	)
Weighted average common shares - basic		48.7			49.4			48.8			49.4
Earnings (loss) per common share- assuming dilution	$	(3.35	)	$	0.27		$	(12.86	)	$	(0.37	)
Weighted average common shares- assuming dilution		48.7			50.7			48.8			49.4

General Cable Corporation and Subsidiaries

Consolidated Statements of Operations

Segment Information

(in millions)

(unaudited)

	Three Fiscal Months Ended						Twelve Fiscal Months Ended
	December 31,			December 31,			December 31,			December 31,
	2014			2013			2014			2013
Revenues (as reported)
North America	$	666.0		$	676.9		$	2,550.1		$	2,751.6
Europe		341.4			417.2			1,330.8			1,448.7
Latin America		283.1			322.2			1,143.0			1,211.9
Asia Pacific and Africa		256.2			245.0			955.9			1,009.0
Total	$	1,546.7		$	1,661.3		$	5,979.8		$	6,421.2
Revenues (metal adjusted) (1)
North America	$	666.0		$	681.3		$	2,550.1		$	2,738.8
Europe		341.4			412.4			1,330.8			1,429.1
Latin America		283.1			317.7			1,143.0			1,192.5
Asia Pacific and Africa		256.2			239.5			955.9			987.8
Total	$	1,546.7		$	1,650.9		$	5,979.8		$	6,348.2
Metal Pounds Sold
North America		148.8			152.2			553.4			590.0
Europe		47.7			58.0			200.4			234.2
Latin America		76.5			80.1			307.5			287.9
Asia Pacific and Africa		55.1			51.1			197.4			200.9
Total		328.1			341.4			1,258.7			1,313.0
Operating Income (loss)
North America	$	20.0		$	22.8		$	118.5		$	127.5
Europe		9.5			9.9			(94.0	)		(7.8	)
Latin America		(43.1	)		22.7			(246.6	)		44.2
Asia Pacific and Africa		3.8			9.8			(89.3	)		47.8
Total	$	(9.8	)	$	65.2		$	(311.4	)	$	211.7
Adjusted Operating Income (loss) (2)
North America	$	31.8		$	27.6		$	150.2		$	144.6
Europe		5.6			9.9			11.8			8.5
Latin America		3.0			3.4			(7.2	)		(1.3	)
Asia Pacific and Africa		6.0			9.8			26.9			48.9
Total	$	46.4		$	50.7		$	181.7		$	200.7
Return on Metal Adjusted Sales (3)
North America		4.8	%		4.1	%		5.9	%		5.3	%
Europe		1.6	%		2.4	%		0.9	%		0.6	%
Latin America		1.1	%		1.1	%		-0.6	%		-0.1	%
Asia Pacific and Africa		2.3	%		4.1	%		2.8	%		5.0	%
Total Company		3.0	%		3.1	%		3.0	%		3.2	%
Capital Expenditures
North America	$	11.4		$	9.7		$	38.4		$	33.5
Europe		1.0			1.7			9.5			14.1
Latin America		5.2			7.1			25.6			21.5
Asia Pacific and Africa		3.8			5.2			16.1			20.0
Total	$	21.4		$	23.7		$	89.6		$	89.1
Depreciation & Amortization
North America	$	10.7		$	11.5		$	44.5		$	45.1
Europe		6.4			9.3			33.2			35.8
Latin America		6.1			7.8			27.6			32.3
Asia Pacific and Africa		5.6			4.3			21.1			20.3
Total	$	28.8		$	32.9		$	126.4		$	133.5
Revenues by Major Product Lines
Electric Utility	$	558.1		$	626.4		$	2,006.1		$	2,148.5
Electrical Infrastructure		392.5			425.4			1,589.5			1,674.2
Construction		368.4			359.7			1,440.4			1,568.9
Communications		141.7			158.6			570.4			713.0
Rod Mill Products		86.0			91.2			373.4			316.6
Total	$	1,546.7		$	1,661.3		$	5,979.8		$	6,421.2

(1) Metal-adjusted revenues, a non-GAAP financial measure, is provided in order to eliminate an estimate of metal price volatility from the comparison of revenues from one period to another.

(2) Adjusted operating income (loss) is a non-GAAP financial measure. The company is providing adjusted operating income (loss) on a segment basis because management believes it is useful in analyzing the operating performance of the business and is consistent with how management reviews the underlying business trends.

(3) Return on Metal Adjusted Sales is calculated on Adjusted Operating Income (Loss)

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in millions, except share data)

	December 31, 2014			December 31, 2013
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	205.8		$	418.8
Receivables, net of allowances of $32.0 million at December 31, 2014 and $39.2 million at December 31, 2013		1,007.0			1,171.7
Inventories		1,018.8			1,239.6
Deferred income taxes		32.4			50.2
Prepaid expenses and other		132.1			126.2
Total current assets		2,396.1			3,006.5
Property, plant and equipment, net		758.4			1,092.0
Deferred income taxes		24.8			15.8
Goodwill		26.1			184.6
Intangible assets, net		65.1			182.9
Unconsolidated affiliated companies		17.5			19.0
Other non-current assets		78.7			78.1
Total assets	$	3,366.7		$	4,578.9
Liabilities and Total Equity
Current Liabilities:
Accounts payable	$	672.1		$	870.6
Accrued liabilities		407.2			434.9
Current portion of long-term debt		403.5			250.3
Total current liabilities		1,482.8			1,555.8
Long-term debt		933.9			1,136.6
Deferred income taxes		183.0			233.8
Other liabilities		240.0			255.9
Total liabilities		2,839.7			3,182.1
Commitments and Contingencies
Redeemable noncontrolling interest		13.8			17.0
Total Equity:
Common stock, $0.01 par value, issued and outstanding shares: December 31, 2014 - 48,683,493 (net of 10,126,473 treasury shares) December 31, 2013 - 49,598,653 (net of 9,211,857 treasury shares)		0.6			0.6
Additional paid-in capital		714.8			699.6
Treasury stock		(184.3	)		(155.3	)
Retained earnings		184.4			847.4
Accumulated other comprehensive loss		(263.4	)		(112.1	)
Total Company shareholders’ equity		452.1			1,280.2
Noncontrolling interest		61.1			99.6
Total equity		513.2			1,379.8
Total liabilities and equity	$	3,366.7		$	4,578.9

General Cable Corporation and Subsidiaries

Non-GAAP Reconciliation

	4th Quarter						12 Months Ended
	2014						2014
In millions	Operating Income			EPS			Operating Income			EPS
As reported	$	(9.8	)	$	(3.35	)	$	(311.4	)	$	(12.86	)
Adjustments to Reconcile Operating Income/EPS
Non-cash convertible debt interest expense		—			0.01			—			0.04
Mark to market (gain) loss on derivative instruments		—			0.04			—			0.09
Restructuring and severance charges		25.5			0.36			187.6			3.59
Restatement, forensic and acquisition costs		3.9			0.05			13.0			0.16
European Commission		—			—			2.5			0.03
Submarine cable business		—			—			—			—
Goodwill/intangibles asset impairment		—			—			250.6			4.35
Projects and insurance claim settlements		(17.2	)		(0.21	)		(22.2	)		(0.27	)
Brazil impairment		—			—			13.1			0.16
Legal and tax assessments		—			—			—			—
Mexico impairment		—			—			—			—
Foreign Corrupt Practices Act (FCPA) accrual		24.0			0.49			24.0			0.49
Gain on sale of investment/assets		(17.6	)		(0.22	)		(17.6	)		(0.22	)
Venezuela (income)/loss		37.6			2.98			42.1			4.94
Effective tax rate adjustment		—			—			—			0.13
Total Adjustments		56.2			3.50			493.1			13.49
Adjusted	$	46.4		$	0.15		$	181.7		$	0.63

Adjusted operating income (defined as operating income before extraordinary, nonrecurring or unusual charges and other certain items) and adjusted earnings per share (defined as diluted earnings per share before extraordinary, nonrecurring or unusual charges and other certain items), are “non-GAAP financial measures” as defined under the rules of the Securities and Exchange Commission.

These Company-defined non-GAAP financial measures are being provided herein because management believes they are useful in analyzing the operating performance of the business and are consistent with how management reviews the underlying business trends. Use of these non-GAAP measures may be inconsistent with similar measures presented by other companies and should only be used in conjunction with the Company’s results reported according to GAAP. Adjusted results and guidance reflect the removal of the impact of our Venezuelan operations on a standalone basis due to the ongoing economic and political uncertainty in that country, principally driven by the foreign currency exchange system, government-imposed profit caps/limitations and limited access to U.S. dollars for the import of raw materials. However, we expect ongoing operations in Venezuela to continue, and we cannot predict the amounts of any future income or expenses we may incur relating to our Venezuelan operations. Certain historical results of our Venezuelan operations on a standalone basis are provided in the Fourth Quarter 2014 Investor Presentation available on the Company’s website. A reconciliation of adjusted operating income to reported operating income and adjusted earnings per share to reported earnings per share for the fourth quarter of 2014 and the 12 months ended 2014 is set forth in the table above.