The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand General Cable Corporation's financial position, changes in financial condition, and results of operations. MD&A is provided as a supplement to the Company's Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements (unaudited) ("Footnote" or "Notes") and should be read in conjunction with the Condensed Consolidated Financial Statements (unaudited) and Notes.
Certain statements in this report including, without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company's or management's beliefs, expectations or opinions, are forward-looking statements, and as such, General Cable desires to take advantage of the "safe harbor" which is afforded such statements under the Private Securities Litigation Reform Act of 1995. The Company's forward-looking statements should be read in conjunction with the Company's comments in this report under the heading, "Disclosure Regarding Forward-Looking Statements." Actual results may differ materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. Such factors include, but are not limited to, those stated in Item 1A of the Company's 2011 Amended Annual Report on Form 10-K/A as filed with the SEC on March 1, 2013.
Overview
The Company is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for use in the energy, industrial, construction, specialty and communications markets. The Company additionally engages in the design, integration, and installation on a turn-key basis for products such as high and extra- high voltage terrestrial and submarine systems. The Company analyzes its worldwide operations based on three geographical segments: North America, Europe and Mediterranean, and ROW. The Company believes it has a strong market position in each of the segments in which it competes due to consistent execution of the Company's guiding principles which are:
• Utilizing the Company's assets, financial strength and flexibility, distribution system, global and product diversity, brands, and the talents and strong commitment of employees to build profitability through excellence in the Company's primary business, wire and cable manufacturing and distribution;

• Managing the Company's product portfolio by pursuing market share in fast growing and value added product lines as well as strategic investments in attractive long-term growth opportunities;

• Focusing on continuous improvement and operating efficiency through the execution of Lean Six Sigma ("Lean") strategies and technical expertise to maintain the Company's position as a low cost provider;

• Expanding operations through organic growth and acquisitions with continued focus in emerging economies;

• Leveraging the Company's diversity and intellectual property through the sharing of best practices across the global organization; and

• Maintaining high operational standards through sustainability, safety, and innovation.

The Company's key performance indicators are considered to be volume, as measured in metal pounds sold, operating income, net income, earnings per share, operating cash flows, returns on capital employed and invested capital and working capital efficiency.
Significant Current Business Trends and Events 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. Starting in late 2010, the Company has benefited from a recovery in demand. However, demand and pricing levels generally remain low compared to the levels that were achieved prior to the impact of the global financial crisis and economic downturn that began in late 2007. The following are significant trends and events that occurred in the three and six months ended June 29, 2012 that affected the Company's operating results:

The Company's reported results are directly influenced by the price of copper, and to a lesser extent, aluminum. The price of copper and aluminum as traded on the London Metal Exchange ("LME") and COMEX has historically been subject to considerable volatility. The Company continues to experience volatile commodity pricing, primarily copper and aluminum, as well as other cost inputs. Volatility in the price of copper and aluminum and other raw materials, as well as fuel and energy, may in turn lead to significant fluctuations in our cost of sales or revenues. 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 and de-escalators included in customer contracts under a variety of price setting and recovery formulas. 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. Therefore, in the short-term, during periods of escalating raw material cost inputs, to the extent the Company is able to increase prices in the market to recover the higher raw material costs, the Company will generally experience an increase in gross profit from the sale of its relatively lower value inventory as computed under the weighted average inventory costing method. If the Company is unable to increase prices with the rise in the raw material market prices due to low levels of demand or market dynamics, the Company will experience lower gross profit. Conversely, during periods of declining raw material cost inputs, to the extent the Company has to decrease prices in the market due to competitive pressure as the current cost of metals declines, the Company will generally experience downward pressure on its gross profit due to the sale of relatively higher value inventory as computed under the weighted average inventory costing method. If the Company is able to maintain price levels in an environment in which raw material prices are declining due to high levels of demand, the Company will experience higher gross profit. There is no exact future measure of the effect to the Company's profitability of the change of raw material cost inputs due to the unique set of selling variables and the high volume of transactions in any given period, each of which involves numerous individual pricing decisions. In the three and six months ended June 29, 2012, a 1% change in copper and aluminum costs would have impacted the cost of sales by approximately $7.2 million and $14.3 million, respectively. This impact would directly impact gross profit if the Company was unable to adjust selling prices with a change in the price of copper and aluminum. To help reduce this volatility, the Company has implemented various pricing mechanisms and hedges a portion of its metal purchases when there is a firm price commitment for a future delivery but does not engage in speculative metals trading.

The Company generally has experienced and expects to continue to experience certain seasonal trends in many products in which demand is linked with construction spending. Demand for these products during winter months in certain geographies is usually lower than demand during spring and summer months. Therefore, larger amounts of working capital are generally 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.

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 the use of the various credit facilities. Overall, the capital structure changes made in recent years, including entering into the $400 million Revolving Credit Facility in July 2011, and recently amending it, creates global operating flexibility to meet working requirement needs and to support organizational and strategic

growth. Due to the volatility in metal prices and the fact that metals represent approximately 55% of our product cost at today's levels, the Company's working capital requirements are expected to be variable for the foreseeable future.

The Company continues to actively identify key trends in the industry to capitalize on expanding and new niche markets or exit declining or non-strategic markets in order to achieve better returns. The Company also sets aggressive 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 Company completed a greenfield project in India late in 2011 that began operating in 2012 and recently completed a significant further investment in the Company's operations in Brazil. On May 18, 2012, General Cable entered into a purchase agreement with Rio Tinto. Pursuant to the purchase agreement, the Company agreed to acquire the worldwide wire and cable business of Rio Tinto (the "Alcan Cable business") for an aggregate cash purchase price of $185 million, subject to adjustments primarily related to working capital levels at closing as provided in the purchase agreement. The transaction is structured as a stock purchase of entities in the United States, Hong Kong, China and Mexico and as a purchase of assets in Canada. The closing with respect to the portion of the Alcan Cable business operated in the United States, Canada and Mexico (the "North American business") is expected occur on or before the closing with respect to the portion of the Alcan Cable business operated in China. General Cable expects to use its amended Revolving Credit Facility to principally fund the transaction. The transaction is subject to adjustments primarily related to working capital levels at closing as provided in the purchase agreement. The closing of the acquisition of the North American business is conditioned upon receipt of necessary regulatory approvals, which have been received. The Company has made the necessary regulatory filings in the People's Republic of China and that review process is ongoing. On June 4, 2012, the Company entered into an agreement to acquire a majority interest (60%) in Procables S.A. for total consideration of $45 million, subject to adjustments primarily related to working capital levels at closing as provided in the purchase agreement. The acquisition is subject to receipt of regulatory approval, which has been received. 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. No material divestitures were made in the three and six months ended June 29, 2012.

In addition to the factors previously mentioned, the Company is currently being affected by the following general macro-level trends:
• Currency volatility and continued political uncertainty in certain markets;

• Competitive price pressures in certain markets, particularly those where the Company is a new entrant;

• Continued low levels of demand for a broad spectrum of products in Europe;

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

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

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

• Population growth in developing countries with growing middle classes that influences demand for wire and cable.

The Company's overall financial results discussed in this section reflect the trends described in the Company's 2011 Amended Annual Report on Form 10-K/A.

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                            Six Fiscal Months Ended
                              June 29, 2012             July 1, 2011              June 29, 2012             July 1, 2011
                           Amount          %         Amount          %         Amount          %         Amount          %
Net sales                $ 1,478.1      100.0  %   $ 1,532.2      100.0  %   $ 2,910.6      100.0  %   $ 2,979.8      100.0  %
Cost of sales              1,304.6       88.3  %     1,361.9       88.9  %     2,592.6       89.1  %     2,646.5       88.8  %
Gross profit                 173.5       11.7  %       170.3       11.1  %       318.0       10.9  %       333.3       11.2  %
Selling, general and
administrative expenses      104.4        7.1  %        94.8        6.2  %       198.2        6.8  %       188.7        6.3  %
Operating income              69.1        4.7  %        75.5        4.9  %       119.8        4.1  %       144.6        4.9  %
Other income (expense)       (13.5 )     (0.9 )%        (3.9 )     (0.3 )%        (6.7 )     (0.2 )%         3.1        0.1  %
Interest expense, net        (23.6 )     (1.6 )%       (21.6 )     (1.4 )%       (46.6 )     (1.6 )%       (43.6 )     (1.5 )%
Income before income
taxes                         32.0        2.2  %        50.0        3.3  %        66.5        2.3  %       104.1        3.5  %
Income tax (provision)
benefit                      (11.5 )     (0.8 )%       (17.2 )     (1.1 )%       (21.9 )     (0.8 )%       (36.8 )     (1.2 )%
Equity in net earnings
of affiliated companies        0.5          -  %         1.0        0.1  %         0.5          -  %         1.4          -  %
Net income including
non-controlling interest      21.0        1.4  %        33.8        2.2  %        45.1        1.5  %        68.7        2.3  %
Less: preferred stock
dividends                      0.1          -  %         0.1          -  %         0.2          -  %         0.2          -  %
Less: net income
attributable
non-controlling interest       2.1        0.1  %         0.5          -  %         3.4        0.1  %         1.3          -  %
Net income attributable
to Company common
shareholders             $    18.8        1.3  %   $    33.2        2.2  %   $    41.5        1.4  %   $    67.2        2.3  %

Three Fiscal Months Ended June 29, 2012, Compared with Three Fiscal Months Ended July 1, 2011
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 second quarter of 2011 have been adjusted to reflect the second quarter of 2012 copper average price of $3.56 per pound (a $0.60 decrease compared to the same period in 2011) and the aluminum average price of $1.00 (a $0.26 decrease compared to the same period in 2011). 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. The comparable GAAP financial measure is set forth above. See previous discussion of metal price volatility in the "Overview" section.

                                        Net Sales
                                Three Fiscal Months Ended
                           June 29, 2012         July 1, 2011
                           Amount       %       Amount       %
North America            $   548.0     37 %   $   566.4     37 %
Europe and Mediterranean     444.8     30 %       469.2     31 %
ROW                          485.3     33 %       496.6     32 %
Total net sales          $ 1,478.1    100 %   $ 1,532.2    100 %

                                      Metal-Adjusted Net Sales
                                      Three Fiscal Months Ended
                                 June 29, 2012         July 1, 2011
                                 Amount       %       Amount       %
North America                  $   548.0     37 %   $   525.9     37 %
Europe and Mediterranean           444.8     30 %       436.4     31 %
ROW                                485.3     33 %       449.2     32 %
Total metal-adjusted net sales $ 1,478.1    100 %   $ 1,411.5    100 %
Metal adjustment                       -                120.7
Total net sales                $ 1,478.1            $ 1,532.2


                                    Metal Pounds Sold
                                Three Fiscal Months Ended
                            June 29, 2012        July 1, 2011
                           Pounds        %      Pounds       %
North America              85.8         32 %     84.4       34 %
Europe and Mediterranean   76.1         29 %     71.6       28 %
ROW                       102.7         39 %     96.1       38 %
Total metal pounds sold   264.6        100 %    252.1      100 %

Net sales decreased $54.1 million to $1,478.1 million in the second quarter of 2012 from $1,532.2 million in the second quarter of 2011. After adjusting second quarter 2011 net sales to reflect the $0.60 decrease in the average monthly copper price per pound and the $0.26 decrease in the average aluminum price per pound, net sales of $1,478.1 million reflects an increase of $66.6 million or 5%, from the metal adjusted net sales of $1,411.5 million in 2011. Volume, as measured by metal pounds sold, increased 12.5 million pounds or 5% to 264.6 million pounds in the second quarter of 2012 as compared to 252.1 million pounds in the second quarter of 2011. Metal pounds sold is provided herein as the Company believes this metric to be an appropriate measure of sales volume since it is not impacted by metal prices or foreign currency exchange rate changes. The increase in sales on a metal adjusted basis is primarily due to favorable selling price and product mix of approximately $112.1 million and increased volume of $33.6 million, partially offset by unfavorable foreign currency exchange rate changes of $80.9 million on the translation of reported revenues.

Metal-adjusted net sales in the North America segment increased $22.1 million, or 4%. The increase in sales on a metal adjusted basis is due to favorable selling price and product mix of approximately $19.0 million and increased volume of $3.8 million, partially offset by unfavorable foreign currency exchange rate changes of $2.5 million on the translation of reported revenues, principally related to the Canadian dollar. Volume, as measured by metal pounds sold, increased by 1.4 million pounds, or 2%, in the second quarter of 2012 compared to the second quarter of 2011. The increase in volume is primarily attributable to strength in shipments of aerial transmission products to the electric utility markets as well as demand for specialty cables, including those used in natural resource extraction applications.

Metal-adjusted net sales in the Europe and Mediterranean segment increased $8.4 million, or 2%. The increase in sales on a metal adjusted basis is due to favorable selling price and product mix of approximately $42.9 million and increased volume of $12.1 million, partially offset by unfavorable foreign currency exchange rate changes of $46.6 million on the translation of reported revenues primarily due to a weaker Euro relative to the U.S. dollar. Volume, as measured by metal pounds sold, increased by 4.5 million pounds, or 6%, in the second quarter of 2012 compared to the second quarter of 2011. The Company's project related activities and demand for medium voltage cable in France as well as demand for aluminum based electric utility products in the Mediterranean, more than offset weak economic conditions in Iberia, which negatively influenced demand across a broad spectrum of products.

Metal-adjusted net sales in the ROW segment increased $36.1 million or 8%. The increase in sales on a metal adjusted basis is due to favorable selling price and product mix of approximately $50.2 million and increased volume of $17.7 million, partially offset by unfavorable foreign currency exchange rate changes of $31.8 million on the translation of reported revenues primarily due to the weakening of certain currencies in Central and South America relative to the U.S. dollar. Volume, as measured by metal pounds sold, increased by 6.6 million pounds, or 7%, in the second quarter of 2012 compared to the second quarter of 2011, which is primarily attributable to increased shipments for Brazilian aerial transmission projects, increased domestic demand for building wire and power cables due to ongoing recovery associated with the severe flooding that occurred in Thailand in the fourth quarter of 2011, as well as strength in Venezuela's construction sector driven by government led housing projects.

Cost of Sales
Cost of sales decreased $57.3 million to $1,304.6 million in the second quarter of 2012 from $1,361.9 million in the second quarter of 2011, principally due to higher average copper and aluminum costs in the second quarter of 2012. As previously noted, cost of sales is raw material intensive with copper and aluminum comprising the major cost components for cable products. At current metal prices, material costs are approximately 85% of total product costs with copper and aluminum metal costs comprising approximately 55% of total product cost.
Gross Profit
Gross profit increased $3.2 million, or 2%, in the second quarter of 2012 from the second quarter of 2011. Gross profit as a percentage of sales was 12% in the second quarter of 2012 and was 11% in the second quarter of 2011. The gross profit increase is primarily due to stronger global aerial transmission activity, investments and reliability work on the electrical grid in France and the Mediterranean and stronger construction and mining activity in Central and South America. These improvements were partially offset by a generally declining metal price environment and weaker Iberian end-markets compared with the second quarter of 2011.
Selling, General and Administrative Expense Selling, general and administrative expense ("SG&A") increased in the second quarter of 2012 to $104.4 million from $94.8 million in the second quarter of 2011. The increase in SG&A is primarily due to a $6.1 million settlement loss on the termination of a legacy pension plan in the United Kingdom, which was allocated amongst the segments in the three months ended June 29, 2012, as well as higher costs related to global acquisition activity. SG&A as a percentage of metal-adjusted net sales was approximately 7% for the second quarters of 2012 and 2011.
Operating Income (Loss)
The following table sets forth operating income (loss) by segment, in millions of dollars.

                                       Operating Income (Loss)
                                      Three Fiscal Months Ended
                                  June 29, 2012         July 1, 2011
                                 Amount         %      Amount       %
North America                 $   36.6         53 %   $   41.3     55 %
Europe and Mediterranean           8.7         13 %       12.4     16 %
ROW                               23.8         34 %       21.8     29 %
Total operating income (loss) $   69.1        100 %   $   75.5    100 %

The decrease in operating income for the North America segment of $4.7 million was primarily attributable to the positive impact the Company reported in the second quarter of 2011 as metal prices in the market were rising faster than the average cost of metal in cost of sales as compared to the second quarter of 2012, partially offset by stronger performance of aerial transmission products in electrical utility markets. In addition, operating income was negatively impacted by a pension settlement charge of $2 million in the three months ended June 29, 2012 as noted above.

The decrease in operating income for the Europe and Mediterranean segment of $3.7 million was primarily attributable to the continued weak economic conditions in Europe, principally in Spain, influencing demand and the pricing environment across a broad spectrum of products as well as the positive impact the Company reported in the second quarter of 2011 as metal prices in the market were rising faster than the average cost of metal in cost of sales compared to the second quarter of 2012. In addition, operating income was negatively impacted by a pension settlement charge of $2 million in the three months ended June 29, 2012 as noted above.

The increase in operating income for the ROW segment of $2.0 million was primarily attributable to increased demand for aerial transmission projects in Brazil as well as increased demand in Thailand due to ongoing recovery from the severe flooding that occurred in the fourth quarter of 2011 and stronger construction and mining activity in Central and South America. This impact on operating income was partially offset by the impact the Company reported in the second quarter of 2011 as metal prices in the market were rising faster than the average cost of metal in costs of sales compared to the second quarter of 2012. In addition, operating income was negatively impacted by a pension settlement charge of $2 million in the three months ended June 29, 2012 as noted above.

Other Income (Expense)
Other income (expense) includes foreign currency transaction gains or losses, which result from changes in exchange rates between the designated functional currency and the currency in which a transaction is denominated as well as gains and losses on derivative instruments that are not designated as cash flow hedges . . .