Restatement of Condensed Consolidated Financial Statements

As previously reported, on October 29, 2012, General Cable Corporation (the “Company”) announced that it had identified historical accounting errors relating to inventory. The inventory accounting issues resulted in understated cost of sales for the three months ended March 30, 2012 and April 1, 2011 and overstated inventory balances as of March 30, 2012 and December 31, 2011. The Company believes that the inventory accounting issues are, to a significant extent, attributable to a complex theft scheme in Brazil and, to a somewhat lesser extent, accounting errors, primarily in Brazil, affecting work in process and finished goods inventory that were not detected due to a deficient reconciliation process.

The Company also identified the following additional errors:


•	The Company incorrectly recorded foreign currency adjustments related to certain intercompany transactions between the Company's U.S. and Canadian subsidiaries.


•	The Company also made erroneous foreign currency adjustments related to inventory and property, plant and equipment within the Company's Mexican subsidiary.

As a result, the Company restated for these errors in its previously issued condensed consolidated financial statements as of March 30, 2012 and December 31, 2011 and for the three months ended March 30, 2012 and April 1, 2011 in Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarterly period ended March 30, 2012 filed with the Securities and Exchange Commission on March 1, 2013 (the “First Amended Filing”). The restatement of previously issued condensed consolidated financial statements is referred to as “Restatement No. 1”.

On October 10, 2013, the Audit Committee of the Board of Directors of the Company, upon the recommendation of the Company's executive officers, concluded that due to certain accounting errors, in the aggregate, related to (i) revenue recognition in connection with historical "bill and hold" transactions for aerial transmission projects in Brazil and (ii) value added tax ("VAT") assets , the Company's previously issued consolidated financial statements for the fiscal years 2008 through 2012 and the interim periods during those years, and the interim financial statements as of, and for, the three fiscal months ended March 29, 2013 should no longer be relied upon and the Company corrected these errors within the accompanying restated condensed consolidated financial statements. In addition, the Company corrected other immaterial errors within the accompanying restated condensed consolidated financial statements (the “Other Immaterial Adjustments”). The condensed consolidated financial statements restatement for the bill and hold, VAT and Other Immaterial Adjustments is referred to as “Restatement No. 2”.

As a result of the remediation efforts related to previously disclosed internal control deficiencies, subsequent to the First Amended Filing, the Company undertook an evaluation to reexamine its historical revenue recognition accounting practices with regard to bill and hold sales in Brazil related to aerial transmission projects. "Bill and hold" sales generally are sales meeting specified criteria under U.S. generally accepted accounting principles ("GAAP") to recognize revenue at the time title to goods and ownership risk is transferred to the customer, even though the seller does not ship the goods until a later time. In typical sales transactions other than those accounted for as bill and hold, title to goods and ownership risk is transferred to the customer at the time of shipment or delivery. As a result of this review, the Company identified instances where the requirements for revenue recognition under GAAP with respect to the bill and hold sales were not met. The Company has corrected this error in the accompanying restated condensed consolidated financial statements. See the columns labeled “Brazil Bill and Hold” within the tables below for the effects of correcting this error by financial statement line item.

As a result of the remediation efforts related to the previously disclosed internal control deficiencies, subsequent to the First Amended Filing, the Company undertook an evaluation to determine whether certain recorded VAT assets in Brazil associated with the inventory theft and related accounting errors were recoverable. Based on its evaluation, the Company determined that it will not recover VAT assets that were previously recognized from 2008 through 2012. In addition, the Company has recorded associated interest. The Company has corrected this error in the accompanying restated condensed consolidated financial statements. See the columns labeled “Brazil VAT” within the tables below for the effects of correcting this error by financial statement line item.

As noted above, the Company corrected other immaterial errors within the accompanying restated condensed consolidated financial statements; the most significant of which are as further described below:

The Company’s subsidiaries in the Philippines incorrectly recorded depreciation expense associated with the fixed assets acquired when the Company increased its ownership interest in the entity from 40% to 60%, and therefore began consolidating these legal entities. The Company has corrected this error in the accompanying restated condensed consolidated financial statements. As of March 30, 2012 and December 31, 2011, property, plant and equipment, net were overstated by $2.2 million and $2.0 million, respectively. For the three months ended March 30, 2012 and April 1, 2011 cost of sales was understated by $0.2 million and $0.1 million, respectively.

The Company did not properly adjust certain receivables allowances. The Company has corrected this error in the accompanying restated condensed consolidated financial statements. As of March 30, 2012 and December 31, 2011, receivables, net of allowances were overstated by $2.1 million.

The Company’s subsidiary in Thailand incorrectly recorded items which should have been expensed, as capitalized costs included in property, plant and equipment, net. The Company has corrected this error in the accompanying restated condensed consolidated financial statements. As of March 30, 2012 and December 31, 2011, property, plant and equipment, net were overstated by $0.7 million and $0.7 million, respectively. For the three months ended March 30, 2012 and April 1, 2011, cost of sales were understated (overstated) by ($0.1) million.

The Company’s subsidiary in Angola incorrectly recorded selling, general and administrative expenses as a deduction from net sales. The Company has corrected this error in the accompanying restated condensed consolidated financial statements. For the three months ended March 30, 2012 and April 1, 2011, net sales and selling, general and administrative expenses were understated by $1.0 million and $0.5 million, respectively. There was no impact to income before income taxes or to net income attributable to Company common shareholders in any of the periods.

The Company has also 1) revised the method used to calculate the quarterly amounts reported in the condensed consolidated financial statements to correct the inventory theft and accounting errors in Brazil. The adjustments from the revised method have no impact on the previously reported annual amounts and are not materially different in any given interim period from the amounts calculated in arriving at the revised amounts previously presented and 2) restated its Supplemental Guarantor and Parent Company Condensed Financial Information to disclose for each period presented the effect of the corrections noted above on financial statement line items affected for each period via tabular disclosure to that condensed financial information.

See the columns labeled “Other Immaterial Adjustments” within the tables below for the impact by financial statement line item for the adjustments noted above and other immaterial corrections not separately disclosed.

The following tables present the effects of Restatement No. 1 and Restatement No. 2 on each line item of the Company's previously issued condensed consolidated financial statements as of March 30, 2012 and December 31, 2011 and for the three months ended March 30, 2012 and April 1, 2011.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):

In the following table, the “As Originally Filed” column corresponds to Form 10-Q for the three months ended March 30, 2012 filed by the Company on May 4, 2012. The “Restatement #1” column corresponds to Form 10-Q/A for the three months ended March 30, 2012 filed by the Company on March 1, 2013.



	Three fiscal months ended March 30, 2012
(in millions, except per share data)	As Originally Filed			Effect of Restatement #1			Restatement #1			Brazil VAT			Brazil Bill and Hold			Other Immaterial Adjustments			Effect of Restatement #2			Restated
Net sales	$	1,432.5		$	—		$	1,432.5		$	—		$	13.6		$	3.4		$	17.0		$	1,449.5
Cost of sales	1,285.3			2.7			1,288.0			0.5			10.0			1.9			12.4			1,300.4
Gross profit	147.2			(2.7		)	144.5			(0.5		)	3.6			1.5			4.6			149.1
Selling, general and administrative expenses	93.8			—			93.8			—			—			1.0			1.0			94.8
Operating income	53.4			(2.7		)	50.7			(0.5		)	3.6			0.5			3.6			54.3
Income before income taxes	37.2			(2.7		)	34.5			(0.5		)	3.6			0.5			3.6			38.1
Income tax (provision) benefit	(10.9		)	0.5			(10.4		)	—			(1.2		)	(0.2		)	(1.4		)	(11.8		)
Net income including noncontrolling interest	26.3			(2.2		)	24.1			(0.5		)	2.4			0.3			2.2			26.3
Net income attributable to Company common shareholders	24.9			(2.2		)	22.7			(0.5		)	2.4			0.3			2.2			24.9
Comprehensive income:
Net income (loss)	26.3			(2.2		)	24.1			(0.5		)	2.4			0.3			2.2			26.3
Currency translation gain (loss)	44.1			(1.8		)	42.3			(0.3		)	(0.3		)	—			(0.6		)	41.7
Comprehensive income (loss), net of tax	76.4			(4.0		)	72.4			(0.8		)	2.1			0.3			1.6			74.0
Comprehensive income (loss) attributable to Company common shareholders interest, net of tax	72.0			(4.0		)	68.0			(0.8		)	2.1			0.3			1.6			69.6
Earnings per common share - basic	0.50			(0.04		)	0.46			(0.01		)	0.05			—			0.04			0.50
Earnings per common share - assuming dilution	0.49			(0.04		)	0.45			(0.01		)	0.05			—			0.04			0.49

In the following table, the “As Originally Filed” column corresponds to Form 10-Q for the three months ended April 1, 2011 filed by the Company on May 6, 2011. The “Restatement #1” column corresponds to Form 10-Q/A for the three months ended March 30, 2012 filed by the Company on March 1, 2013.



	Three fiscal months ended April 1, 2011
(in millions, except per share data)	As Originally Filed			Effect of Restatement #1			Restatement #1			Brazil VAT			Brazil Bill and Hold			Other Immaterial Adjustments			Effect of Restatement #2			Restated
Net sales	$	1,447.6		$	—		$	1,447.6		$	—		$	(10.4	)	$	0.5		$	(9.9	)	$	1,437.7
Cost of sales	1,280.6			4.0			1,284.6			0.5			(9.6		)	3.4			(5.7		)	1,278.9
Gross profit	167.0			(4.0		)	163.0			(0.5		)	(0.8		)	(2.9		)	(4.2		)	158.8
Selling, general and administrative expenses	93.9			—			93.9			—			—			0.6			0.6			94.5
Operating income	73.1			(4.0		)	69.1			(0.5		)	(0.8		)	(3.5		)	(4.8		)	64.3
Income before income taxes	58.1			(4.0		)	54.1			(0.5		)	(0.8		)	(3.5		)	(4.8		)	49.3
Income tax (provision) benefit	(19.4		)	(0.2		)	(19.6		)	—			0.3			1.0			1.3			(18.3		)
Net income including noncontrolling interest	39.1			(4.2		)	34.9			(0.5		)	(0.5		)	(2.5		)	(3.5		)	31.4
Net income attributable to non-controlling interest	0.8			—			0.8			—			—			(1.0		)	(1.0		)	(0.2		)
Net income attributable to Company common shareholders	38.2			(4.2		)	34.0			(0.5		)	(0.5		)	(1.5		)	(2.5		)	31.5
Comprehensive income:
Net income (loss)	39.1			(4.2		)	34.9			(0.5		)	(0.5		)	(2.5		)	(3.5		)	31.4
Currency translation gain (loss)	43.1			(1.5		)	41.6			(0.3		)	—			(0.1		)	(0.4		)	41.2
Comprehensive income (loss), net of tax	67.7			(5.7		)	62.0			(0.8		)	(0.5		)	(2.6		)	(3.9		)	58.1
Comprehensive income (loss) attributable to non-controlling interest, net of tax	0.2			—			0.2			—			—			(1.0		)	(1.0		)	(0.8		)
Comprehensive income (loss) attributable to Company common shareholders interest, net of tax	67.5			(5.7		)	61.8			(0.8		)	(0.5		)	(1.6		)	(2.9		)	58.9
Earnings per common share - basic	0.73			(0.08		)	0.65			(0.01		)	(0.01		)	(0.03		)	(0.05		)	0.60
Earnings per common share - assuming dilution	0.70			(0.07		)	0.63			(0.01		)	(0.01		)	(0.03		)	(0.05		)	0.58

Condensed Consolidated Balance Sheets:



	March 30, 2012
(in millions)	As Originally Filed			Effect of Restatement #1			Restatement #1			Brazil VAT			Brazil Bill and Hold			Other Immaterial Adjustments			Effect of Restatement #2			Restated
Assets
Receivables, net of allowances	$	1,182.9		$	—		$	1,182.9		$	(4.1	)	$	—		$	(2.5	)	$	(6.6	)	$	1,176.3
Inventories, net	1,267.8			(47.1		)	1,220.7			—			48.0			0.1			48.1			1,268.8
Deferred income taxes	34.1			(0.3		)	33.8			—			—			0.4			0.4			34.2
Prepaid expenses and other	104.0			—			104.0			—			2.0			—			2.0			106.0
Total current assets	3,015.9			(47.4		)	2,968.5			(4.1		)	50.0			(2.0		)	43.9			3,012.4
Property, plant and equipment, net	1,051.3			(5.3		)	1,046.0			—			—			(5.4		)	(5.4		)	1,040.6
Deferred income taxes	24.8			(2.4		)	22.4			—			—			—			—			22.4
Goodwill	167.3			3.3			170.6			—			—			3.3			3.3			173.9
Intangible assets, net	181.5			—			181.5			—			—			(0.2		)	(0.2		)	181.3
Unconsolidated affiliated companies	18.8			—			18.8			—			—			(0.3		)	(0.3		)	18.5
Total assets	4,526.1			(51.8		)	4,474.3			(4.1		)	50.0			(4.6		)	41.3			4,515.6
Liabilities
Accrued liabilities	427.2			—			427.2			8.7			56.4			(0.1		)	65.0			492.2
Total current liabilities	1,534.8			—			1,534.8			8.7			56.4			(0.1		)	65.0			1,599.8
Deferred income taxes	206.8			(0.5		)	206.3			—			(0.9		)	(0.6		)	(1.5		)	204.8
Other liabilities	249.0			2.9			251.9			—			—			—			—			251.9
Total liabilities	2,935.3			2.4			2,937.7			8.7			55.5			(0.7		)	63.5			3,001.2
Equity
Retained earnings	984.0			(48.5		)	935.5			(12.8		)	(6.0		)	(3.6		)	(22.4		)	913.1
Accumulated other comprehensive income (loss)	(48.1		)	(5.7		)	(53.8		)	—			0.5			0.5			1.0			(52.8		)
Total Company shareholders' equity	1,473.7			(54.2		)	1,419.5			(12.8		)	(5.5		)	(3.1		)	(21.4		)	1,398.1
Noncontrolling Interest	117.1			—			117.1			—			—			(0.8		)	(0.8		)	116.3
Total equity	1,590.8			(54.2		)	1,536.6			(12.8		)	(5.5		)	(3.9		)	(22.2		)	1,514.4
Total liabilities and equity	4,526.1			(51.8		)	4,474.3			(4.1		)	50.0			(4.6		)	41.3			4,515.6

In the following table, the “As Originally Filed” column corresponds to Form 10-K for the fiscal year ended December 31, 2011filed by the Company on February 23, 2012. The “Restatement #1” column corresponds to Form 10-K/A for the fiscal year ended December 31, 2011 filed by the Company on March 1, 2013.



	December 31, 2011
(in millions)	As Originally Filed			Effect of Restatement #1			Restatement #1			Brazil VAT			Brazil Bill and Hold			Other Immaterial Adjustments			Effect of Restatement #2			Restated
Assets
Receivables, net of allowances	$	1,080.9		$	—		$	1,080.9		$	(3.7	)	$	—		$	(2.5	)	$	(6.2	)	$	1,074.7
Inventories, net	1,228.7			(43.2		)	1,185.5			—			56.4			1.8			58.2			1,243.7
Deferred income taxes	43.4			(0.2		)	43.2			—			—			0.5			0.5			43.7
Prepaid expenses and other	100.0			—			100.0			—			2.8			—			2.8			102.8
Total current assets	2,887.1			(43.4		)	2,843.7			(3.7		)	59.2			(0.2		)	55.3			2,899.0
Property, plant and equipment, net	1,028.6			(4.8		)	1,023.8			—			—			(5.3		)	(5.3		)	1,018.5
Deferred income taxes	18.6			(2.4		)	16.2			—			—			—			—			16.2
Goodwill	164.9			3.2			168.1			—			—			3.3			3.3			171.4
Intangible assets, net	181.6			—			181.6			—			—			(0.1		)	(0.1		)	181.5
Unconsolidated affiliated companies	18.6			—			18.6			—			—			(0.3		)	(0.3		)	18.3
Total assets	4,370.4			(47.4		)	4,323.0			(3.7		)	59.2			(2.6		)	52.9			4,375.9
Liabilities
Accrued liabilities	420.0			—			420.0			8.3			68.0			2.2			78.5			498.5
Total current liabilities	1,522.8			—			1,522.8			8.3			68.0			2.2			78.5			1,601.3
Deferred income taxes	200.0			—			200.0			—			(1.2		)	(0.6		)	(1.8		)	198.2
Other liabilities	243.1			2.8			245.9			—			—			—			—			245.9
Total liabilities	2,858.5			2.8			2,861.3			8.3			66.8			1.6			76.7			2,938.0
Equity
Retained earnings	959.1			(46.3		)	912.8			(12.3		)	(8.4		)	(3.9		)	(24.6		)	888.2
Accumulated other comprehensive income (loss)	(95.1		)	(3.9		)	(99.0		)	0.3			0.8			0.5			1.6			(97.4		)
Total Company shareholders’ equity	1,398.6			(50.2		)	1,348.4			(12.0		)	(7.6		)	(3.4		)	(23.0		)	1,325.4
Noncontrolling interest	113.3			—			113.3			—			—			(0.8		)	(0.8		)	112.5
Total equity	1,511.9			(50.2		)	1,461.7			(12.0		)	(7.6		)	(4.2		)	(23.8		)	1,437.9
Total liabilities and equity	4,370.4			(47.4		)	4,323.0			(3.7		)	59.2			(2.6		)	52.9			4,375.9

Condensed Consolidated Statements of Cash Flows:



	Three fiscal months ended March 30, 2012
(in millions)	As Originally Filed			Effect of Restatement #1			Restatement #1			Brazil VAT			Brazil Bill and Hold			Other Immaterial Adjustments			Effect of Restatement #2			Restated
Net income (loss) including noncontrolling interests	$	26.3		$	(2.2	)	$	24.1		$	(0.5	)	$	2.4		$	0.3		$	2.2		$	26.3
Depreciation and amortization	26.8			—			26.8			—			—			0.1			0.1			26.9
Deferred income taxes	10.0			(0.5		)	9.5			—			0.4			0.1			0.5			10.0
(Increase) decrease in receivables	(82.0		)	—			(82.0		)	0.3			—			—			0.3			(81.7		)
(Increase) decrease in inventories	(15.9		)	2.7			(13.2		)	—			10.0			1.8			11.8			(1.4		)
(Increase) decrease in other assets	(0.2		)	—			(0.2		)	—			0.8			—			0.8			0.6
Increase (decrease) in accounts payable, accrued and other liabilities	(6.5		)	—			(6.5		)	0.2			(13.6		)	(2.3		)	(15.7		)	(22.2		)
Net cash flows of operating activities	(34.6		)	—			(34.6		)	—			—			—			—			(34.6		)



	Three fiscal months ended April 1, 2011
(in millions)	As Originally Filed			Effect of Restatement #1			Restatement #1			Brazil VAT			Brazil Bill and Hold			Other Immaterial Adjustments			Effect of Restatement #2			Restated
Net income (loss) including noncontrolling interests	$	39.1		$	(4.2	)	$	34.9		$	(0.5	)	$	(0.5	)	$	(2.5	)	$	(3.5	)	$	31.4
Depreciation and amortization	27.7			—			27.7			—			—			0.1			0.1			27.8
Deferred income taxes	(6.4		)	—			(6.4		)	—			(0.1		)	—			(0.1		)	(6.5		)
(Increase) decrease in receivables	(100.6		)	—			(100.6		)	0.4			—			0.2			0.6			(100.0		)
(Increase) decrease in inventories	(176.8		)	4.0			(172.8		)	—			(9.6		)	3.3			(6.3		)	(179.1		)
(Increase) decrease in other assets	(7.3		)	—			(7.3		)	—			(0.2		)	—			(0.2		)	(7.5		)
Increase (decrease) in accounts payable, accrued and other liabilities	113.0			0.2			113.2			0.1			10.4			(1.1		)	9.4			122.6
Net cash flows of operating activities	(105.6		)	—			(105.6		)	—			—			—			—			(105.6		)