Three Fiscal Months Ended                                  Nine Fiscal Months Ended
                       October 2, 2009             September 26, 2008             October 2, 2009             September 26, 2008
                      Amount          %            Amount            %           Amount          %            Amount            %
Net sales:
North America       $    364.2          34 %    $      578.2           36 %    $  1,127.8          35 %    $    1,747.5           35 %
Europe and North
Africa                   361.5          33 %           537.0           33 %       1,133.6          35 %         1,690.6           34 %
ROW                      356.1          33 %           510.8           31 %         994.8          30 %         1,499.1           31 %

Total net sales     $  1,081.8         100 %    $    1,626.0          100 %    $  3,256.2         100 %    $    4,937.2          100 %


Operating
income:
North America       $      4.8          11 %    $       33.9           30 %    $     56.5          24 %    $       97.6           27 %
Europe and North
Africa                     9.6          22 %            36.6           32 %          73.2          32 %           134.8           38 %
ROW                       28.4          67 %            43.3           38 %         100.6          44 %           127.3           35 %

Total operating
income              $     42.8         100 %    $      113.8          100 %    $    230.3         100 %    $      359.7          100 %

General Cable's reported net sales by region and therefore in total are directly influenced by the price of copper and aluminum. The price of copper and aluminum as traded on the COMEX and LME (London Metal Exchange) has historically been subject to considerable volatility. For example, in the three fiscal months ended October 2, 2009 and September 26, 2008, copper cathode on the COMEX averaged $2.67 per pound and $3.45 per pound, respectively, and the daily price of aluminum averaged $0.87 per pound and $1.31 per pound, respectively. In the nine fiscal months ended October 2, 2009 and September 26, 2008, copper cathode on the COMEX averaged $2.13 per pound and $3.59 per pound, respectively, and the daily price of aluminum averaged $0.75 per pound and $1.32 per pound, respectively.

General Cable generally attempts to pass changes in copper and aluminum prices along to its customers, although there are timing delays of varying lengths depending upon the volatility of metals prices, the type of product, competitive conditions and particular customer arrangements. 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 written into customer contracts under a variety of price setting and recovery formulas. As a result of these and a number of other practices intended to match copper and aluminum purchases with sales, profitability over time has historically not been significantly affected by changes in copper and aluminum prices. General Cable does not engage in speculative metals trading. 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.
The Company has experienced volatility with respect to the price of raw materials other than copper and aluminum used in cable manufacturing, such as insulating compounds, steel and wood reels, freight costs and energy costs. Generally, the Company attempts to adjust selling prices in most of its markets in order to offset the impact of raw material price and other cost volatility on reported earnings. The Company's ability to execute and ultimately realize price adjustments are influenced by competitive conditions in its markets, including manufacturing capacity utilization. In addition, a sudden change in raw material prices when combined with the normal lag time between an announced customer price adjustment and its effective date in the market may have an impact on the Company's reported earnings. If the Company were not able to adequately adjust selling prices in a period of increasing raw material costs, the Company may experience a decrease in reported net income; reported net income may increase in periods of decreasing raw material costs.
The Company generally has experienced and expects to continue to experience certain seasonal trends in construction related product sales and customer demand. Demand for construction related products during winter months in certain geographies is usually lower than demand during spring and summer months. Generally larger amounts of cash are 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.
Current Business Environment
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. The global economic slowdown has resulted in lower demand as measured in metal pounds shipped during the three and nine fiscal months ended October 2, 2009 as compared to the three and nine fiscal months ended September 26, 2008. In the past several years, there has been significant merger and acquisition activity in the industry which the Company believes has led to a reduction in inefficient, high cost capacity. In addition to the factors previously mentioned, the Company is currently being affected by the following macro-level trends:
• Slowing global growth and in many markets recessionary conditions;

• Weakness in demand for low-voltage electric utility products in North America and construction products in Europe, particularly as a result of the accelerated deterioration in the Spanish construction markets;

• Slowing demand and lower pricing across a broad spectrum of product lines as a result of weak economic conditions, a heightened competitive environment and lower levels of capacity utilization in the industry relative to recent history;

• Continued decline in demand for copper based telecommunication products;

• Continued political uncertainty and currency volatility in certain developing markets;

• Worldwide underlying long-term growth trends in electric utility and infrastructure markets;

• Demand for natural resources, such as oil and gas, and alternative energy initiatives; and

• Increasing demand for further deployment of submarine power and fiber optic communication systems.

The Company's overall financial results analyzed in the following discussion reflect the diversity of the Company's geographical presence, customer base, product offering and channels to market. In addition to the aforementioned macro-level trends, the Company anticipates that the following trends may affect the financial results of the Company during 2009. The Company's working capital requirements have been and are expected to be impacted by continued volatile raw material costs, including metals and insulating materials as well as freight and energy costs. Certain currencies around the world have been and may continue to remain volatile, particularly in developing markets located in certain countries in South America and Sub-Saharan Africa. Additionally, credit markets in the United States and other regions around the world remain relatively restrictive compared to recent years due to economic conditions and as a result access to capital may be more difficult or obtained on less favorable terms, as more fully discussed below.
The Company believes its global investment in Lean Six Sigma ("LEAN") training, coupled with effectively utilized manufacturing assets, provides a cost advantage compared to many of its competitors and generates cost savings which help offset high raw material prices and other high general economic costs over time. Also, the Company's customer and supplier integration capabilities, one-stop selling and geographic and product balance are sources of competitive advantage. As a result, the Company believes it is well positioned, relative to many of its competitors, in the current business environment.

As more fully discussed below in the Liquidity and Capital Resources section, the Company's current business environment encompasses credit markets in the United States and in certain other regions around the world that have grown increasingly restrictive relative to recent years. 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 should allow the Company to maintain financial flexibility. The Company anticipates upward pressure on interest rates on certain of its credit facilities outside of North America at the time of renewal in the coming year. Additionally, if the rapid and significant volatility in metal prices which began in September 2008 continues the Company's working capital requirements are expected to be variable for the foreseeable future.
Acquisitions and Divestitures
General Cable actively seeks to identify key trends in the industry to capitalize on expanding markets and new niche markets or exit declining or non-strategic markets in order to achieve better returns. The Company also sets 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. The results of operations of the acquired businesses discussed below have been included in the condensed consolidated financial statements since the respective dates of acquisition.
In the third quarter 2008, the Company and its joint venture partner, A. Soriano Corporation (Anscor), announced that the Company acquired and consolidated Phelps Dodge Philippines (PDP) through an increase of its equity investment from 40% to 60%. The Company paid approximately $16.4 million (at prevailing exchange rates) in cash to the sellers in consideration for the additional equity interest in PDP and incurred insignificant fees and expenses related to the transaction. PDP is a joint venture established in 1955 by Anscor, a Philippine public holding company with diverse investments, and Phelps Dodge International Corporation (PDIC), a subsidiary of the Company which was acquired in the fourth quarter of 2007. PDP employs approximately 277 associates and operates one of the largest wire and cable manufacturing facilities in the Philippines. The investment complements the Company's strategy in the region by providing a platform for further penetration into Southeast Asia markets as well as supporting ongoing operations in Australia, the Middle East and South Africa. In 2007, the last full year before the purchase of additional equity ownership, PDP reported net revenues of approximately $100 million. Net assets and pro forma results of the PDP acquisition are immaterial. The purchase price allocation was finalized in the third quarter of 2009.
Critical Accounting Policies and Estimates During the three fiscal months ended October 2, 2009, the Company did not change any of its critical accounting policies as disclosed in the Company's 2008 Form 10-K. The accounting policies used in preparing the Company's interim fiscal 2009 Condensed Consolidated Financial Statements are the same as those described in the Company's 2008 Form 10-K, except as it relates to the adoption of new accounting standards as discussed in Notes 1, 2, 7, 8, 11, 14 and 18 to the Company's Condensed Consolidated Financial statements included in this Form 10-Q.
New Accounting Standards
"Employers' Disclosures about Postretirement Benefit Plan Assets" referred to in the transition guidance section of FASB Accounting Standards Codification (ASC) ASC715: Compensation-Retirement Benefits, provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan. The additional requirements are designed to enhance disclosures regarding (i) investment policies and strategies, (ii) categories of plan assets, (iii) fair value measurements of plan assets, and (iv) significant concentrations of risk. The guidance is effective for fiscal years ending after December 15, 2009 and will not have an impact on the Company's financial position or results of operations.

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                                 Nine Fiscal Months Ended
                            October 2,                 September 26,                  October 2,                 September 26,
                               2009                         2008                         2009                         2008
                       Amount           %           Amount           %           Amount           %           Amount           %
Net sales             $ 1,081.8        100.0 %     $ 1,626.0        100.0 %     $ 3,256.2        100.0 %     $ 4,937.2        100.0 %
Cost of sales             957.7         88.5 %       1,416.2         87.1 %       2,767.9         85.0 %       4,287.4         86.8 %

Gross profit              124.1         11.5 %         209.8         12.9 %         488.3         15.0 %         649.8         13.2 %
Selling, general
and administrative
expenses                   81.3          7.5 %          96.0          5.9 %         258.0          7.9 %         290.1          5.9 %

Operating income           42.8          4.0 %         113.8          7.0 %         230.3          7.1 %         359.7          7.3 %
Other income
(expense)                   0.9          0.1 %         (10.9 )       (0.7 )%         11.0          0.3 %         (11.3 )       (0.2 )%
Interest expense,
net                       (20.5 )       (1.9 )%        (22.6 )       (1.4 )%        (63.3 )       (1.9 )%        (65.1 )       (1.3 )%

Income before
income taxes               23.2          2.1 %          80.3          4.9 %         178.0          5.5 %         283.3          5.7 %
Income tax
provision                  (3.9 )       (0.4 )%        (25.3 )       (1.6 )%        (53.4 )       (1.6 )%        (96.5 )       (2.0 )%
Equity in net
earnings of
affiliated
companies                   0.1            - %           1.5          0.1 %           0.4            - %           4.3          0.1 %

Net income
including
noncontrolling
interest                   19.4          1.8 %          56.5          3.5 %         125.0          3.8 %         191.1          3.9 %
Less: preferred
stock dividends             0.1            - %           0.1            - %           0.3            - %           0.3            - %
Less: net income
attributable
noncontrolling
interest                    2.9          0.3 %           5.9          0.4 %           7.1          0.2 %          12.7          0.3 %

Net income
attributable to
Company common
shareholders          $    16.4          1.5 %     $    50.5          3.1 %     $   117.6          3.6 %     $   178.1          3.6 %

Three Fiscal Months Ended October 2, 2009 Compared with Three Fiscal Months Ended September 26, 2008
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 third quarter of 2008 have been adjusted to reflect the 2009 copper COMEX average price of $2.67 per pound (a $0.78 decrease compared to the same period in 2008) and the aluminum rod average price of $0.87 per pound (a $0.44 decrease compared to the same period in 2008). 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. See previous discussion of metal price volatility in the "Overview" section.

                                                       Net Sales
                                               Three Fiscal Months Ended
                                      October 2, 2009          September 26, 2008
          (in millions)               Amount         %          Amount           %
          North America             $    364.2        34 %   $      578.2         36 %
          Europe and North Africa        361.5        33 %          537.0         33 %
          ROW                            356.1        33 %          510.8         31 %

          Total net sales           $  1,081.8       100 %   $    1,626.0        100 %




                                                   Metal-Adjusted Net Sales
                                                  Three Fiscal Months Ended
                                         October 2, 2009          September 26, 2008
      (in millions)                      Amount         %          Amount           %
      North America                    $    364.2        34 %   $      518.3         36 %
      Europe and North Africa               361.5        33 %          479.7         33 %
      ROW                                   356.1        33 %          446.4         31 %

      Total metal-adjusted net sales   $  1,081.8       100 %   $    1,444.4        100 %

      Metal adjustment                          -                      181.6

      Total net sales                  $  1,081.8               $    1,626.0

                                                   Metal Pounds Sold
                                               Three Fiscal Months Ended
                                      October 2, 2009          September 26, 2008
          (in millions)               Pounds         %         Pounds            %
          North America                   71.7        31 %          95.1          33 %
          Europe and North Africa         67.0        30 %          93.1          33 %
          ROW                             88.2        39 %          97.3          34 %

          Total metal pounds sold        226.9       100 %         285.5         100 %

Net sales decreased $544.2 million to $1,081.8 million in the third quarter of 2009 from $1,626.0 million in the third quarter of 2008. After adjusting 2008 net sales to reflect the $0.78 decrease in the average monthly COMEX price per pound of copper and the $0.44 decrease in the average aluminum rod price per pound, net sales of $1,081.8 million reflect a decrease of $362.6 million or 25%, from the metal adjusted net sales of $1,444.4 million in 2008. Volume, as measured by metal pounds sold decreased 58.6 million pounds or 21% to 226.9 million pounds in the third quarter of 2009 as compared to 285.5 million pounds in the third quarter of 2008. Metal pounds sold is provided herein as the Company believes this metric to be a reasonable measure of sales volume since it is not impacted by metal prices or foreign currency exchange rate changes. This net sales decrease reflects lower sales volume as estimated using metal pounds sold of $124.3 million, unfavorable foreign currency exchange rate changes on the translation of reported revenues of $73.9 million and unfavorable selling price/product mix of $169.8 million.
Metal-adjusted net sales in the North America segment decreased $154.1 million, or 30% principally due to lower sales volume of $47.6 million, unfavorable selling prices/product mix of $104.8 million and unfavorable foreign currency exchange rate changes of $7.1 million, principally related to the Canadian dollar. The decrease in sales volume is primarily the result of ongoing weak economic conditions in the United States and Canada which has affected a broad spectrum of product lines in North America. Weakness in the residential and non-residential construction markets in the United States and Canada continued to negatively impact the demand for low-voltage and smaller gauge size cables used in electric power distribution in the third quarter. The Company believes that utilities are curtailing capital expenditures and reducing maintenance budgets resulting in a more guarded approach to grid reliability problems in the face of difficult economic conditions, declining demand for electricity and tightened credit markets in the United States. As a result of this weak end-market demand, the Company has implemented plans to temporarily idle certain manufacturing facilities from one week up to 90 days by extending planned shutdowns in an effort to balance inventory, production and expected demand. The negative trends discussed above may over time be somewhat offset by demand for alternative energy products and electric transmission products to deliver that power to where it is needed as well as products used for energy exploration in the mining, oil, gas, and petrochemical markets partly as a result of volatile energy prices. Additionally, the Company believes the economic stimulus package passed by Congress contains legislation that should enhance investment in the electric transmission infrastructure, high-speed broadband infrastructure and alternative energy sources which over time may lead to an increase in demand for the Company's products. Demand trends for telecommunication products from the Regional Bell Operating Companies (RBOCs) continue to decline due to the RBOCs broadband investment, weakness in the U.S. housing market, fiber-to-the-home initiatives, and budgetary constraints caused partially by volatile copper costs, which have reduced both RBOC and distributor purchasing volume in this segment.
Metal-adjusted net sales in the Europe and North Africa segment decreased $118.2 million, or 25% due to lower sales volume of $52.2 million, unfavorable foreign currency exchange rate changes of $31.5 million, primarily due to a weaker Euro relative to the dollar, and unfavorable selling price/product mix of $34.5 million. The decrease in sales volume is the result of ongoing weak economic conditions in Europe and weakness in demand across a broad spectrum of products, particularly low-voltage cables and building wire products in the Spanish domestic construction markets which have been partially offset to a lesser extent by demand for high-voltage and extra-high-voltage cables to upgrade the electricity grid as well as projects involving submarine energy cables and other alternative energy projects. Similar to the economic stimulus focused on enhanced investment in electric transmission infrastructure, high-speed broadband infrastructure and offshore wind-energy projects as discussed in the Company's North America segment, the Council of the European Union, as part of a broader economic recovery plan, recently earmarked funding for numerous projects in the field of energy which may over time lead to an increase in demand for the Company's products.
Metal-adjusted net sales in the ROW segment decreased $90.3 million, or 20% due to lower sales volume of $24.5 million, unfavorable foreign currency exchange rate changes of $35.3 million, primarily due to the weakening of certain currencies in Central and South America relative to the dollar, and an unfavorable selling price/product mix of $30.5 million. Broadly, economic conditions in certain markets in the Company's ROW segment, particularly in Central and South America, have been negatively impacted by slowing global growth, credit restrictions, investment curtailment and commodity volatility resulting in lower than expected demand for the Company's construction and electrical infrastructure products. Prospectively, in addition to a broader economic recovery, there are catalysts for growth in Sub-Saharan Africa where investment continues to occur as a result of the 2010 Africa Cup of Nations and in Brazil where the government plans for the infrastructure needs as a result of the 2014 World Cup of Soccer and the 2016 Olympics as well as other transmission investment projects such as "My Home - My Life" which is designed to provide power to remote locations throughout the country which may over time lead to an increase in demand for the Company's products.

Gross Profit . . .