Form S-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The Primary Standard Industrial Classification Code Number of each Co-Registrant is 3357.

The address, including zip code, and telephone number, including area code, of each Co-Registrant’s principal executive offices is 4 Tesseneer Drive, Highland Heights, Kentucky 41076, (859) 572-8000.

The name, address, including zip code, and telephone number, including area code, of the agent for service of process of each Co-Registrant is Robert J. Siverd, Esq., c/o General Cable Corporation, 4 Tesseneer Drive, Highland Heights, Kentucky 41076, (859) 572-8000.

The information in this prospectus is not complete and may be changed. We may not exchange these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We are offering to exchange up to $600,000,000 aggregate principal amount of our new 5.750% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended, referred to in this prospectus as the “new notes,” for any and all of our outstanding unregistered 5.750% Senior Notes due 2022, referred to in this prospectus as the “old notes.” We issued the old notes on September 25, 2012 in a transaction not requiring registration under the Securities Act. We are offering you new notes and related guarantees, with terms substantially identical to those of the old notes and related guarantees, in exchange for old notes and related guarantees in order to satisfy our registration obligations from that previous transaction. The new notes and the old notes are collectively referred to in this prospectus as the “notes” or the “2022 notes.”

All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and the indenture governing the notes. In general, the old notes may not be offered or sold, except in a transaction registered under the Securities Act or pursuant to an exemption from the Securities Act and applicable state securities laws.

Broker-dealers that receive new notes for their own account in exchange for old notes must acknowledge in the accompanying letter of transmittal or through an agent’s message that they will deliver a prospectus in connection with any resale of the new notes. Broker-dealers that acquired old notes as a result of market-making activities or other trading activities and who receive new notes in exchange for those old notes in the exchange offer may use this prospectus, as it may be supplemented or amended, in connection with the resale of those new notes. We have agreed that, for a period of up to 180 days after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale of the new notes. See “Plan of Distribution.”

See “Risk Factors” beginning on page 13 for a discussion of certain risks that you should consider prior to tendering your old notes for exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to exchange new notes in any jurisdiction where it is not permitted. You should assume that the information in this prospectus is accurate only as of the date appearing on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We have not taken any action to permit an offering of the new notes outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the exchange offer and the distribution of this prospectus outside of the United States.

You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must obtain any consent, approval or permission required by you for the exchange of the new notes under the laws and regulations in force in the jurisdiction to which you are subject or in which you make your exchange and we will not have any responsibility therefor.

This prospectus includes forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words. We commonly use forward-looking statements throughout this prospectus regarding the following subjects:

Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which we have no control. These factors include, without limitation:

You should not place undue reliance on our forward-looking statements because the matters they describe are subject to risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and are applicable only as of the date on the cover of this prospectus. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our stockholders and holders of the new notes. Such factors include, without limitation, the following:

All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date of this prospectus, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

PROSPECTUS SUMMARY

This summary highlights information about us and the exchange offer contained in this prospectus. This summary does not contain all of the information that may be important to you. For a more complete understanding of this exchange offer, we encourage you to read this entire prospectus, including the section captioned “Risk Factors,” our quarterly unaudited condensed consolidated financial statements and the accompanying notes, and our annual audited consolidated financial statements and the accompanying notes, before making a decision whether to tender your old notes.

In this prospectus, the terms “Company,” “General Cable,” “we,” “our,” and “us” refer to General Cable Corporation and its consolidated subsidiaries, unless the context suggests otherwise. In this prospectus, we refer to our 0.875% Convertible Notes due 2013 as the “2013 notes,” our Senior Floating Rate Notes due 2015 as the “2015 notes,” our 7.125% Senior Notes due 2017 as the “2017 notes” and our Subordinated Convertible Notes due 2029 as the “2029 notes.”

General Cable Corporation

We are 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. We additionally engage in the design, integration, and installation on a turn-key basis for products such as high and extra-high voltage terrestrial and submarine systems. We, along with our predecessors, have served various wire and cable markets for over 150 years. With approximately 15,000 employees and 56 manufacturing facilities in 26 countries as of March 28, 2014, we sell our products worldwide through our global operations. We believe that we have a strong market position in each of the segments in which we compete due to our product, geographic and customer diversity and our ability to operate as a low-cost producer. We sell a wide variety of copper, aluminum and fiber optic wire and cable products, which we believe represents one of the most diversified product lines in the industry. As a result, we are able to offer our customers a single source for most of their wire and cable requirements.

Our operations are divided into the following three geographic segments:

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North America;

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Europe and Mediterranean; and

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Rest of World, or “ROW.”

The net sales in the three fiscal months ended March 28, 2014 and in fiscal year 2013 generated by each of our geographic segments (as a percentage of our total company results) were as follows:


	Percentage of Net Sales
Reportable Segment	For the Three Fiscal Months Ended March 28, 2014			For the Fiscal Year Ended December 31, 2013
North America		41	%		43	%
Europe and Mediterranean		26	%		25	%
ROW		33	%		32	%

Total		100	%		100	%

General Cable Corporation is a Delaware corporation. Our principal executive offices are located at 4 Tesseneer Drive, Highland Heights, Kentucky 41076, and our telephone number is (859) 572-8000. Our website is located at www.generalcable.com. The information included or referred to on, or accessible through, our website is not part of, or incorporated by reference into, this prospectus.

The Exchange Offer

The following summary describes the principal terms of the exchange offer and the new notes. It does not contain all the information that may be important to you. For a more complete understanding of the terms of the exchange offer and the new notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of Notes.”

Securities to Be Exchanged

On September 25, 2012, we issued and sold $600,000,000 in aggregate principal amount of old notes in a transaction that was exempt from the registration requirements of the Securities Act. As part of the offering, we entered into a registration rights agreement with the initial purchasers of the old notes, in which we agreed to, among other things, complete an exchange offer of the new notes for the old notes. The terms of the old notes and the new notes are substantially identical, except that the issuance of the new notes has been registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions relating to the old notes do not apply to the new notes. See “Description of Notes.”

The Exchange Offer

We are offering to exchange $600,000,000 in aggregate principal amount of the new notes and related guarantees for a like principal amount of the old notes and related guarantees to satisfy our obligations under the registration rights agreement we entered into when the old notes were issued. We will issue the new notes promptly after the expiration of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on , 2014, which is the twenty-first business day of the offering period, unless we extend the period of time during which the exchange offer is open. The date of the expiration of the exchange offer, as it may be extended, is referred to as the “expiration date.” For additional information, see “The Exchange Offer — Expiration Date; Extensions and Amendments.”

Procedures for Tendering Old Notes

To tender old notes, you must complete and sign a letter of transmittal in accordance with the instructions contained in the letter of transmittal and forward it by mail, facsimile or hand delivery, together with any other documents required by the letter of transmittal, to the exchange agent, either with the old notes to be tendered or in compliance with the specified procedures for guaranteed delivery of old notes. Certain brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer. Holders of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such person promptly if they wish to tender old notes pursuant to the exchange offer. See “The Exchange Offer — How to Tender Old Notes in the Exchange Offer.”

Letters of transmittal and certificates representing old notes should not be sent to us. Such documents should only be sent to the exchange

agent. Questions regarding how to tender old notes and requests for information should be directed to the exchange agent. See “The Exchange Offer — The Exchange Agent.”

Withdrawal

You may withdraw any tender of old notes in the exchange offer at or prior to 5:00 p.m., New York City time, on the expiration date, by delivering a notice of withdrawal to the exchange agent. See “The Exchange Offer — Withdrawal Rights” for additional information.

Acceptance of Old Notes and Delivery of New Notes

Subject to the conditions stated in “The Exchange Offer — Conditions to the Exchange Offer,” we will accept any and all old notes that are validly tendered in the exchange offer and not properly withdrawn at or prior to 5:00 p.m., New York City time, on the expiration date. The new notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. For additional information, see “The Exchange Offer — Acceptance of Old Notes; Delivery of New Notes.”

Conditions to the Exchange Offer

The exchange offer is subject to customary conditions that we may waive. See “The Exchange Offer — Conditions to the Exchange Offer.”

Resales

Based on interpretations by the staff of the SEC, as detailed in a series of no-action letters issued to third parties, we believe that the new notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act so long as:

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you are acquiring the new notes in the ordinary course of your business;

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you are not engaging, do not intend to engage and have no arrangement or understanding with any person to participate, in a distribution of the new notes;

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you are not an “affiliate” of ours; and

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you are not a broker-dealer that acquired any of its old notes directly from us.

If you fail to satisfy any of the foregoing conditions, you will not be permitted to tender your old notes in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of your old notes unless such sale is made pursuant to an exemption from such requirements.

Each broker or dealer that receives new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities must acknowledge that it will

deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes. See “The Exchange Offer — Resales of the New Notes.”

Exchange Agent

U.S. Bank National Association has been appointed exchange agent for the exchange offer. See “The Exchange Offer — The Exchange Agent.”

Consequences of Failure to Exchange the Old Notes

If you do not exchange your old notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer currently applicable to the old notes. In general, you may offer or sell your old notes only if they are:

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registered under the Securities Act and applicable state securities laws; or

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offered or sold under an exemption from registration under the Securities Act and applicable state securities laws.

We currently do not intend to register the old notes under the Securities Act. If you do not participate in the exchange offer and other holders’ old notes are accepted for exchange, the trading market, if any, for the old notes would be affected adversely due to a reduction in market liquidity. Except under limited circumstances, after the exchange offer is completed, you will not be entitled to any exchange or registration rights with respect to your old notes. Under certain circumstances, certain holders of old notes (including certain holders who are not permitted to participate in the exchange offer or who do not receive freely tradeable new notes in the exchange offer) may require us to file and cause to become effective a shelf registration statement that would cover resales of old notes by those holders. See “The Exchange Offer — Consequences of Failure to Exchange the Old Notes.”

Registration Rights Agreement

When we issued the old notes on September 25, 2012, we entered into a registration rights agreement with the initial purchasers, pursuant to which we agreed to file a registration statement with the SEC so that holders of old notes could:

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exchange the old notes for new notes having substantially the same terms as the old notes and evidencing the same indebtedness as the old notes; and

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exchange the related old note guarantees for registered guarantees having substantially the same terms as the old note guarantees.

We and our subsidiary guarantors agreed to use our commercially reasonable efforts to cause the exchange offer to be completed within 365 days after the issuance of the old notes. Because we have not

completed the exchange offer within the required time, the terms of the old notes requires us to accrue additional interest on the old notes. The additional interest equals 0.25% per annum for the first 90 days of delay, and an additional 0.25% per annum for each subsequent 90-day period up to a maximum increase of 1.00% per annum until the exchange offer is completed. Such interest began accruing on September 26, 2013.

Under some circumstances set forth in the registration rights agreement, holders of old notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell new notes received in the exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of the notes by these holders. If we fail to comply with these obligations under the registration rights agreement, we may be required to pay additional interest to the holders of the old notes.

Use of Proceeds

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the new notes in accordance with generally accepted accounting principles, referred to as “GAAP.”

Certain U.S. Federal Income Tax Considerations

The exchange of your old notes for new notes will not be a taxable exchange for U.S. federal income tax purposes. You should consult your own tax advisor as to the tax consequences to you of the exchange offer, as well as the tax consequences of ownership and disposition of the new notes. For additional information, see “Certain U.S. Federal Income Tax Considerations.”

The New Notes

Issuer

General Cable Corporation

Securities

Up to $600,000,000 in aggregate principal amount of 5.750% Senior Notes due 2022. The terms of the new notes are substantially identical to those of the old notes, except that the transfer restrictions, registration rights and provisions relating to additional interest applicable to the old notes do not apply to the new notes.

Maturity Date

October 1, 2022

Interest Rate

5.750% per year

Interest Payment Dates

April 1 and October 1

Note Guarantees

The new notes will be guaranteed on a senior unsecured basis by each of our existing and future U.S. subsidiaries that is a borrower or guarantor under our revolving credit facility or certain of our or the guarantors’ other indebtedness. Under certain circumstances, subsidiary guarantors may be released from their note guarantees without the consent of the holders of new notes. See “Description of Notes — Guarantees.”

For the three fiscal months ended March 28, 2014 and the year ended December 31, 2013, our non-guarantor subsidiaries:

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represented approximately 67% and 65%, respectively, of our net sales; and

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represented approximately 114% of our operating loss and 51% of our operating income, respectively.

As of March 28, 2014, our non-guarantor subsidiaries:

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represented 74% of our total assets; and

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had $1,609.7 million of total liabilities, including trade payables but excluding intercompany liabilities.

Ranking

The new notes will be our senior unsecured obligations and will:

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rank senior in right of payment to all of our existing and future subordinated indebtedness;

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rank equally in right of payment with all of our existing and future unsecured senior indebtedness;

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be effectively subordinated to any of our existing and future secured debt, to the extent of the value of the assets securing such debt; and

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be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the new notes.

The new note guarantees will be the subsidiary guarantors’ senior unsecured obligations and will:

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rank senior in right of payment to all of the subsidiary guarantors’ existing and future subordinated indebtedness;

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rank equally in right of payment with all of the subsidiary guarantors’ existing and future unsecured senior indebtedness;

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be effectively subordinated to any of the subsidiary guarantors’ existing and future secured debt, to the extent of the value of the assets securing such debt; and

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be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the new notes.

As of March 28, 2014,

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we and our subsidiary guarantors had approximately $1,166.7 million of total indebtedness (including the old notes), of which $125.0 million was senior unsecured indebtedness ranking equally with the old notes and of which $168.4 million was subordinated to the old notes;

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of such total indebtedness, we and our subsidiary guarantors had approximately $264.3 million of secured indebtedness under our revolving credit facility (excluding an additional $28.7 million represented by letters of credit under our revolving credit facility) and had other secured indebtedness of $9.0 million to which the old notes were effectively subordinated;

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we and our subsidiary guarantors had commitments available to be borrowed under our revolving credit facility of $216.2 million (based on our borrowing base and after giving effect to $28.7 million of outstanding letters of credit) which, if borrowed, would rank senior in right of payment to the old notes; and

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our non-guarantor subsidiaries had approximately $1,609.7 million of total liabilities (including trade payables but excluding intercompany liabilities), all of which were structurally senior to the old notes, and our non-guarantor subsidiaries had aggregate undrawn availability under foreign credit facilities of $516.6 million (including, but not limited to, $187.6 million available to be borrowed by our non-guarantor subsidiaries under our revolving credit facility based on the borrowing base). In addition to this available debt capacity, as of March 28, 2014, our non-guarantor subsidiaries had approximately $175.3 million available under European accounts payable confirming arrangements with financial institutions. Any amounts borrowed under these foreign credit facilities or drawn under these accounts payable confirming arrangements would also be structurally senior to the old notes.

Optional Redemption

The notes are redeemable at our option, in whole or in part, at any time on or after October 1, 2017, at the redemption prices set forth in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption. At any time prior to October 1, 2015, we may redeem up to 35% of the original principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 105.750% of the principal amount of the notes, together with accrued and unpaid interest, if any, to the date of redemption.

At any time prior to October 1, 2017, we may also redeem some or all of the notes at a price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, plus a “make-whole premium.”

Change of Control

Upon the occurrence of specific kinds of changes of control, you will have the right, to cause us to repurchase some or all of your notes at 101% of their face amount, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of Notes — Repurchase at the Option of the Holders — Change of Control.”

Asset Disposition Offer

If we or our restricted subsidiaries sell assets, under certain circumstances, we will be required to use the net proceeds to make an offer to purchase notes at an offer price in cash in an amount equal to 100% of the principal amount of the notes plus accrued and unpaid interest to the repurchase date. See “Description of Notes — Repurchase at the Option of the Holders — Asset Sales.”

Covenants

We issued the old notes and will issue the new notes under an indenture with U.S. Bank National Association, as trustee. The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

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incur additional indebtedness and guarantee indebtedness;

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pay dividends or make other distributions or repurchase or redeem our capital stock;

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purchase, redeem or retire certain debt;

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issue certain preferred stock or similar equity securities;

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make loans and investments;

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sell assets;

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incur liens;

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enter into transactions with affiliates;

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enter into agreements restricting our subsidiaries’ ability to pay dividends; and

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consolidate, merge or sell all or substantially all of our assets.

These covenants are subject to a number of important exceptions and qualifications. For more details, see “Description of Notes.”

Absence of Public Market

The new notes are a new issue of securities and there is currently no established trading market for the new notes. We do not intend to apply for a listing of the new notes on any securities exchange or an automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the new notes.

Risk Factors

See “Risk Factors” beginning on page 13 of this prospectus for a discussion of the factors you should consider carefully before deciding to tender your old notes in the exchange offer.

Ratio of Earnings to Fixed Charges (in millions)

Our ratio of earnings to fixed charges is set forth below.


	Three Fiscal Months Ended March 28, 2014			Year ended December 31,
	Three Fiscal Months Ended March 28, 2014			2013			2012			2011			2010			2009
EARNINGS (LOSS), AS DEFINED
Earnings (loss) from operations before income taxes and before adjustments for net income (loss) attributable to noncontrolling interests and after eliminating undistributed earnings of equity method investees	$	(361.0	)	$	27.0		$	86.9		$	91.4		$	108.1		$	79.9
Preferred stock dividend (pre-tax equivalent)		—			(0.3	)		(0.3	)		(0.3	)		(0.3	)		(0.3	)
Fixed charges		30.5			137.0			114.6			104.7			82.1			92.7

TOTAL EARNINGS (LOSS), AS DEFINED	$	(330.5	)	$	163.7		$	201.2		$	195.8		$	189.9		$	172.3
FIXED CHARGES, AS DEFINED
Interest expense	$	26.5		$	121.0		$	103.5		$	94.8		$	73.7		$	82.1
Amortization of capitalized expenses related to debt		0.9			3.9			3.3			4.4			3.3			4.5
Preferred stock dividend (pre-tax equivalent)		—			0.3			0.3			0.3			0.3			0.3
Interest component of rent expense		3.1			11.8			7.5			5.2			4.8			5.8

TOTAL FIXED CHARGES, AS DEFINED	$	30.5		$	137.0		$	114.6		$	104.7		$	82.1		$	92.7

RATIO OF EARNINGS TO FIXED CHARGES		—	⁽¹⁾		1.2			1.8			1.9			2.3			1.9

(1)	The ratio of earnings to fixed charges for the fiscal quarter ended March 28, 2014 indicated a less than one-to-one coverage and is therefore not presented. Additional earnings of $361.0 would have been required for the fiscal quarter ended March 28, 2014 to achieve a ratio of one-to-one coverage.

Any investment in our new notes involves a high degree of risk. You should consider the risks described below carefully and all of the information contained in this prospectus before deciding whether to tender your old notes. The risk factors discussed below are material risks and uncertainties that we know to exist. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business, financial condition and results of operations would suffer, which in turn could adversely affect our ability to pay interest and principal on the notes. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in those forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to restrictions on the transfer of your old notes as set forth in the offering memorandum distributed in connection with the private offering of the old notes. In general, the old notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes not tendered in the exchange offer. You should refer to “The Exchange Offer” for information about how to tender your old notes. The tender of old notes under the exchange offer will reduce the outstanding amount of the old notes, which may have an adverse effect upon, and increase the volatility of, the trading market, if any, for the remaining old notes due to a reduction in liquidity.

You must comply with the exchange offer procedures in order to receive the new notes.

The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message, and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to notify you of any defects or irregularities with respect to the tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions.

You may have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the new notes.

Based on the interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co., Inc., SEC no-action letter (June 5, 1991), and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell, or otherwise transfer the new notes without being obligated to comply with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” certain holders of the new notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to offer for resale, resell, or otherwise transfer the new notes. If such a holder transfers any new notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not and will not assume or indemnify such a holder against this liability.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

We have a significant amount of indebtedness. As of March 28, 2014, we and our subsidiary guarantors had approximately $1,166.7 million of total indebtedness and had commitments available to be borrowed of $216.2 million under our revolving credit facility (based on our borrowing base and after giving effect to $28.7 million of outstanding letters of credit). Also, as of March 28, 2014, our non-guarantor subsidiaries had approximately $1,609.7 million of total liabilities (including trade payables but excluding intercompany liabilities) and had aggregate undrawn availability under foreign credit facilities of $516.6 million (including, but not limited to, $187.6 million available to be borrowed by our non-guarantor subsidiaries under our revolving credit facility based on the borrowing base). In addition to this available debt capacity, as of March 28, 2014, our non-guarantor subsidiaries had approximately $175.3 million available under European accounts payable confirming arrangements with financial institutions. Subject to the limits contained in the credit agreement governing our revolving credit facility, the indenture that governs the notes and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify. Specifically, our high level of debt could have important consequences to the holders of the notes, including the following:

In addition, the indenture that governs the notes, the indenture that governs our 2015 notes and the credit agreement governing our revolving credit facility contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, including the notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the new notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The credit agreement governing the revolving credit facility, the indenture that governs our 2015 notes and the indenture that governs the notes restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or obtain proceeds in an amount sufficient to meet any debt service obligations then due. See “Description of Other Indebtedness” and “Description of Notes.”

In addition, we conduct a substantial portion of our operations through our subsidiaries, certain of which may not be guarantors of the notes or our other indebtedness. Accordingly, repayment of our indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the notes. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the credit agreement governing the revolving credit facility, the indenture that governs our 2015 notes, and the indenture that governs the notes limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under the notes. If we cannot make scheduled payments on our debt, we will be in default and holders of the notes could declare all outstanding principal and interest to be due and payable, the lenders under the revolving credit facility could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

Certain portions of our debt contain prepayment or acceleration rights at the election of the holders upon a covenant default, change in control or fundamental change, which, if exercised, could constitute an event of default under other portions of our debt. We may be unable to fulfill all of these obligations simultaneously, which would adversely affect our financial position.

Despite our current level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

We and our subsidiaries may be able to incur significant additional indebtedness in the future. Although the indenture that governs the notes, the indenture governing our 2015 notes and the credit agreement governing our revolving credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the notes, subject to collateral arrangements, the holders of that indebtedness, along with the holders of our 2015 notes, will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of such proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. In addition, as of March 28, 2014, we and our subsidiary guarantors had commitments available to be borrowed of $216.2 million under our revolving credit facility (based on our borrowing base and

after giving effect to $28.7 million of outstanding letters of credit), which, if borrowed, would rank senior in right of payment to the notes. In addition, the total size of our revolving credit facility could increase in the future by up to $250.0 million. Also, as of March 28, 2014, our non-guarantor subsidiaries had aggregate undrawn availability under foreign credit facilities of $516.6 million (including, but not limited to, $187.6 million available to be borrowed by our non-guarantor subsidiaries under our revolving credit facility based on the borrowing base). In addition to this available debt capacity, as of March 28, 2014, our non-guarantor subsidiaries had approximately $175.3 million available under European accounts payable confirming arrangements with financial institutions. The borrowings under such foreign debt and the obligations under such accounts payable confirming arrangements are structurally senior to the notes. If new debt is added to our current debt levels, the related risks that we and the subsidiary guarantors now face could intensify. See “— Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes,” “Description of Other Indebtedness” and “Description of Notes.”

The terms of the credit agreement governing our revolving credit facility, the indenture that governs the notes and the indenture governing our 2015 notes restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The indenture that governs the notes, the indenture governing our 2015 notes and the credit agreement governing our revolving credit facility contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

In addition, the restrictive covenants in the credit agreement governing our revolving credit facility require us to maintain a fixed charge coverage ratio under certain circumstances. Our ability to meet such financial ratios can be affected by events beyond our control, and we may be unable to meet them. You should read the discussions under the headings “Description of Notes — Certain Covenants” and “Description of Other Indebtedness” for further information about these covenants.

A breach of the covenants or restrictions under the indenture that governs the notes, under the indenture governing our 2015 notes, under the credit agreement governing our revolving credit facility or under the credit agreements or other documents governing our foreign credit facilities, as applicable, could result in an event of default under the related indebtedness. Such a default may allow the creditors to accelerate the related indebtedness and may result in the acceleration of any other debt to which a cross acceleration or cross-default provision applies. In addition, an event of default under the credit agreement governing our revolving credit facility would permit the lenders under our revolving credit facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under our revolving credit facility, those lenders could proceed against the collateral granted to them to secure that

indebtedness. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

These restrictions may affect our ability to grow in accordance with our strategy. In addition, our financial results, our substantial indebtedness and our credit ratings could adversely affect the availability and terms of our future financing.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our revolving credit facility and our 2015 notes are at variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all loans are fully drawn, each quarter point change in interest rates would result in a $2.8 million change in annual interest expense on our indebtedness under our revolving credit facility and our 2015 notes.

The new notes will be effectively subordinated to our and our subsidiary guarantors’ indebtedness under the revolving credit facility and our other secured indebtedness to the extent of the value of the property securing that indebtedness.

The new notes will not be secured by any of our or our subsidiary guarantors’ assets. As a result, the new notes and the guarantees will be effectively subordinated to our and our subsidiary guarantors’ indebtedness under the revolving credit facility and our other secured indebtedness with respect to the assets that secure that indebtedness. As of March 28, 2014, we and our subsidiary guarantors had approximately $264.3 million of secured indebtedness under our revolving credit facility (excluding an additional $28.7 million represented by letters of credit under our revolving credit facility). We and our subsidiary guarantors had commitments available to be borrowed under our revolving credit facility of $216.2 million (based on our borrowing base and after giving effect to $28.7 million of outstanding letters of credit). In addition, we may incur additional secured debt in the future. The effect of this subordination is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of our company or the subsidiary guarantors, the proceeds from the sale of assets securing our secured indebtedness will be available to pay obligations on the new notes only after all indebtedness under the revolving credit facility and that other secured debt has been paid in full. As a result, the holders of the new notes may receive less, ratably, than the holders of secured debt in the event of our or our subsidiary guarantors’ bankruptcy, insolvency, liquidation, dissolution or reorganization.

The new notes will be structurally subordinated to all obligations of our existing and future subsidiaries that are not and do not become guarantors of the new notes.

The notes will be guaranteed by each of our existing and future U.S. subsidiaries that is a borrower or guarantor under our revolving credit facility or certain of our or the subsidiary guarantors’ other indebtedness. Except for such subsidiary guarantors of the new notes, our subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the new notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The new notes and guarantees will be structurally subordinated

to all indebtedness and other obligations of any non-guarantor subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets before we would be entitled to any payment. As of March 28, 2014, our foreign subsidiaries that do not guarantee the new notes had approximately $1,609.7 million of total liabilities (including trade payables but excluding intercompany liabilities), all of which will be structurally senior to the new notes. In addition, as of March 28, 2014, our non-guarantor subsidiaries had aggregate undrawn availability under foreign credit facilities of $516.6 million (including, but not limited to, $187.6 million available to be borrowed by our non-guarantor subsidiaries under our revolving credit facility based on the borrowing base). In addition to this available debt capacity, as of March 28, 2014, our non-guarantor subsidiaries had approximately $175.3 million available under European accounts payable confirming arrangements with financial institutions. See “Description of Other Indebtedness” and “Note 8 — Long-Term Debt” to our quarterly unaudited condensed consolidated financial statements included in this prospectus. In addition, the indenture that will govern the new notes will, subject to some limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries. For the three fiscal months ended March 28, 2014, our non-guarantor subsidiaries represented 67% of our net sales and 114% of our operating loss, respectively, and for the year ended December 31, 2013, our non-guarantor subsidiaries represented 65% of our net sales and 51% of our operating income, respectively. As of March 28, 2014, our non-guarantor subsidiaries, represented 74% of our total assets. See “Note 22 — Supplemental Guarantor Condensed Financial Information” to our quarterly unaudited condensed consolidated financial statements and our annual audited consolidated financial statements included in this prospectus for more information about our non-guarantor subsidiaries.

In addition, our subsidiaries that provide, or will provide, note guarantees will be automatically released from those note guarantees upon the occurrence of certain events, including the following:

If any note guarantee is released, no holder of the new notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the new notes. See “Description of Notes — Guarantees.”

Some of the cash that appears on our balance sheet may not be available for use in our business or to meet our debt obligations.

In some countries where we do business, local regulations require that we deposit cash in separate accounts. The cash deposits are blocked and not available for other uses in our business and will not be in accounts subject to control agreements in favor of the holders of the notes. In addition, certain countries in which we do business, such as Venezuela, have regulations that restrict our ability to send cash out of the country. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Venezuelan Operations.” As a result, excess cash at our subsidiaries in those countries may not be available to meet obligations we have in other countries. As of March 28, 2014, approximately 99% of cash and cash equivalents were held outside the U.S. by our foreign subsidiaries. In light of the foregoing factors, the amount of cash that appears on our balance sheet may overstate the amount of liquidity we have available to meet our business or debt obligations, including obligations under the new notes.

Upon the occurrence of specific change of control events, we will be required to offer to repurchase all outstanding new notes at 101% of their principal amount, plus accrued and unpaid interest. Additionally, under the revolving credit facility, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the credit agreement and to terminate their commitments to lend. Also, under the indenture governing our 2029 notes, a fundamental change, which includes a change of control (as defined therein), permits the holders of the 2029 notes to require us to purchase their 2029 notes. In addition, our 2015 notes also may be repurchased at the option of the holders in connection with a change of control (as defined in the indenture governing these notes) or in connection with certain asset sales. The source of funds for any purchase of the notes, the 2015 notes and the 2029 notes, and repayment of borrowings under our revolving credit facility, is our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due. If we fail to repurchase the notes in that circumstance, we will be in default under the indenture that governs the notes. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain such financing on satisfactory terms or at all. Further, our ability to repurchase the notes may be limited by law. In order to avoid the obligations to repurchase the notes, the 2015 notes, and the 2029 notes, and events of default and potential breaches of the credit agreement governing our revolving credit facility, we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the indenture that governs the notes, constitute a “change of control” that would require us to repurchase the notes, even though those corporate events could increase the level of our indebtedness or otherwise adversely affect our capital structure, credit ratings or the value of the notes. See “Description of Notes — Repurchase at the Option of the Holders — Change of Control.”

The exercise by the holders of notes of their right to require us to repurchase the notes pursuant to a change of control offer could cause a default under the agreements governing our other indebtedness, including future agreements, even if the change of control itself does not, due to the financial effect of such repurchases on us. In the event a change of control offer is required to be made at a time when we are prohibited from purchasing notes, we could attempt to obtain a consent to the purchase of the notes or refinance the borrowings that contain such prohibitions. If we do not obtain a consent or refinance those borrowings, we will remain prohibited from purchasing notes. In that case, our failure to purchase tendered notes would constitute an event of default under the indenture which could, in turn, constitute a default under our other indebtedness. Finally, our ability to pay cash to the holders of notes upon a repurchase may be limited by our then existing financial resources.

Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of “substantially all” of our assets.

One of the circumstances under which a change of control may occur is upon the sale or disposition of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law and the interpretation of that phrase will likely depend upon particular facts and circumstances. Accordingly, the ability of a holder of notes to require us to repurchase the holder’s notes as a result of a sale of less than all of our assets to another person may be uncertain.

Federal and state fraudulent transfer laws may permit a court to void the notes and/or the note guarantees, and if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the guarantees of the notes. Under federal bankruptcy law and comparable provisions of state

fraudulent transfer or conveyance laws, which may vary from state to state, the notes or the note guarantees could be voided as a fraudulent transfer or conveyance if we or any of the subsidiary guarantors, as applicable, (a) issued the notes or incurred the note guarantees with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the note guarantees and, in the case of (b) only, one of the following is also true at the time thereof:

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is secured or satisfied. A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its note guarantee to the extent the subsidiary guarantor did not obtain a reasonably equivalent benefit directly or indirectly from the issuance of the notes. We cannot be certain as to the standards a court would use to determine whether or not we or the subsidiary guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the notes or the note guarantees would be subordinated to our or any of our subsidiary guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

If a court were to find that the issuance of the notes or the incurrence of a note guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or that note guarantee, could subordinate the notes or that note guarantee to presently existing and future indebtedness of ours or of the related subsidiary guarantor or could require the holders of the notes to repay any amounts received with respect to that note guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the avoidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of that debt. Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the notes to other claims against us under the principle of equitable subordination if the court determines that (1) the holder of notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of notes and (3) equitable subordination is not inconsistent with the provisions of the bankruptcy code.

There is no established trading market for the new notes and you may be unable to resell the new notes for an extended period of time.

There is no existing trading market for the new notes. We cannot assure you that an active trading market will develop for the new notes. We do not intend to apply for listing of the new notes on any securities exchange.

If a market for the new notes does not develop, you may not be able to resell your new notes for an extended period of time, if at all. Moreover, if markets for the new notes do develop in the future, we cannot assure you that these markets will continue indefinitely or that the new notes can be sold at a price equal to or greater than their purchase price. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes. The market for the new notes, if any, may be subject to similar disruptions. Any such disruptions may materially adversely affect the prices at which you may sell your new notes.

A downgrade in our financial strength or credit ratings could limit our ability to conduct our business or offer and sell additional debt securities.

Nationally recognized rating agencies currently rate our debt. Ratings are not recommendations to buy or sell our securities. We may, in the future, incur indebtedness with interest rates that may be affected by changes in or other actions associated with our credit ratings. Each of the rating agencies reviews its ratings periodically and previous ratings for our debt may not be maintained in the future. Rating agencies may also place us under review for potential downgrade in certain circumstances or if we seek to take certain actions. A downgrade of our debt ratings or other negative action, such as a review for a potential downgrade, could affect the market price of our existing 2015 notes or our 2029 notes or the notes. Furthermore, these events may negatively affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these ratings, or other negative action, could make it more difficult for us to raise capital to refinance any maturing debt obligations to support business growth and to maintain or improve the current financial strength of our business and operations.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a substantial discount.

Our net sales, net income and growth depend largely on the economic strength of the geographic markets that we serve, and if these markets become weaker, we could experience decreased sales and net income.

Many of our customers use our products as components in their own products or in projects undertaken for their customers. Our ability to sell our products is largely dependent on general economic conditions, including end user spending on power transmission and distribution infrastructures, industrial manufacturing assets, new construction and building, information technology and maintaining or reconfiguring their communications networks. In periods of negative or no economic growth, we would likely experience a decrease in sales and net income.

Volatility in the price of copper and aluminum and other raw materials, as well as fuel and energy, could adversely affect our businesses.

We typically pass these changes in copper and aluminum prices along to our customers, although there are timing delays of varying lengths depending upon the volatility of metals prices, the type of product, competitive conditions, pricing mechanisms and particular customer arrangements. Although the general trends are detailed in “Business — Raw Materials,” included elsewhere in this prospectus, there is no exact future measure of the effect 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. To help reduce this volatility, we have implemented pricing mechanisms and hedge a portion of our metal purchases when there is a firm price commitment for a future delivery.

In addition, we may be required to recognize an expense to record our inventory at market value, which would negatively impact our financial results. Although we attempt to recover copper and aluminum and other raw material price changes either in the selling price of our products or through commodity hedging programs, there is no assurance that we can do so successfully or at all in the future.

The markets for our products are highly competitive, and if we fail to successfully invest in product development, productivity improvements and customer service and support, sales of our products could be adversely affected.

The markets for copper, aluminum and fiber optic wire and cable products are highly competitive and some of our competitors may have greater financial resources than we have. We compete with at least one major competitor with respect to each of our business segments. Many of our products are made to common specifications and, therefore, may be interchangeable with competitors’ products. Accordingly, we are subject to competition in many markets on the basis of price, quality, breadth of product line, inventory, delivery time, customer service, the environmental impact of our products, and the ability to meet the customer’s needs.

We believe that competitors will continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. We expect that we will be required to continue to invest in product development, productivity improvements and customer service and support in order to compete in our markets. Furthermore, an increase in imports of competing products could adversely affect our sales on a region by region basis.

Our business is subject to the economic, political and other risks of maintaining facilities and selling products in foreign countries.

During the fiscal quarter ended March 28, 2014, approximately 59% of our sales and approximately 68% of our assets were in markets outside of North America. Our operations outside of North America reported operating cash outflows of approximately $63.6 million during the fiscal quarter ended March 28, 2014. During the year ended December 31, 2013, approximately 57% of our sales and approximately 71% of our assets were in markets outside of North America. Our operations outside of North America reported operating cash outflows of approximately $76.8 million during fiscal 2013. Some of our facilities, in particular, certain locations such as Algeria, Angola, Egypt, India, Pakistan, the Philippines, Thailand, and Venezuela, among others, are at higher risk of being targets of economic and political destabilization, international conflicts, restrictive actions by foreign governments, nationalizations or expropriations, changes in regulatory requirements, the difficulty of effectively managing diverse global operations, terrorist activities, natural disasters, adverse foreign tax laws and the threat posed by potential pandemics in countries that do not have the resources necessary to deal with such outbreaks. Our financial results may be adversely affected by the enactment of exchange controls or foreign governmental or regulatory restrictions on the transfer of funds. In addition, negative tax consequences relating to the repatriation of certain foreign income may adversely affect our cash flows. Over time, we intend to continue to expand our foreign operations, which would serve to exacerbate these risks and their potential effect on our business, financial position and results of operations. Economic and political developments in the countries in which we have operations, including future economic changes or crises (such as inflation, currency devaluation or recession), government deadlock, political instability, political activism, terrorist activities, civil strife, international conflicts, changes in laws and regulations and expropriation or nationalization of property or other resources, could impact our operations or the market value of our common stock and have an adverse effect on our business, financial condition and results of operations.

In each of our markets, we face pricing pressures. Such pricing pressures could adversely affect our results of operations and financial performance.

We face pricing pressures in each of our markets as a result of significant competition or over-capacity. In order to respond to these pricing pressures, we continually work toward reducing our costs through improving our processes and productivity. In the event we are unable to implement cost reduction measures that are designed to improve our manufacturing techniques and processes, we may not achieve desired efficiency or productivity levels or reduce our manufacturing costs. In addition, productivity increases are related in part to factory utilization rates. Decreases in utilization rates may adversely impact productivity. Further pricing pressures, without offsetting cost reductions, could adversely affect our results of operations and financial performance.

Growth through acquisition has been a significant part of our strategy and we may not be able to successfully identify, obtain or integrate acquisitions.

Growth through acquisition has been, and is expected to continue to be, a significant part of our strategy. We regularly evaluate possible acquisition candidates. There can be no assurance that we will be successful in identifying, financing and closing acquisitions at favorable prices and terms. Potential acquisitions may require us to issue additional shares of stock or obtain additional or new financing. The issuance of shares of our common or preferred stock in connection with potential acquisitions may dilute the value of shares held by our then existing equity holders. Further, there can be no assurance that we will be successful in integrating any such acquisitions that are completed. Integration of any such acquisitions may require substantial management, financial and other resources and may pose risks with respect to production, customer service and market share of our existing operations. In addition, we may acquire businesses that are subject to technological or competitive risks, and we may not be able to realize the benefits originally expected from such acquisitions.

Alternative technologies, such as fiber optic and wireless technologies, may make some of our products less competitive.

Alternative technologies continue to have an adverse effect on elements of our business. For example, a continued increase in the rate of installations using fiber optic systems, an increase in the cost of copper-based systems, or advancing wireless technologies, as they relate to network and communications systems, may have an adverse effect on our business. While we do manufacture and sell fiber optic cables, any further acceleration in the erosion of our sales of copper cables due to increased market demand for fiber optic cables would most likely not be offset by an increase in sales of our fiber optic cables. In addition, our sales of copper premise cables currently face downward pressure from wireless and other similar technology and the increased acceptance and use of these technologies has increased this pressure and the potential negative impact on our future financial results, cash flows or financial position.

We are substantially dependent upon distributors and retailers for non-exclusive sales of our products and they could cease purchasing our products at any time.

Distributors and retailers account for a material portion of our sales. These distributors and retailers are not contractually obligated to carry our product lines exclusively or for any period of time. Therefore, these distributors and retailers may purchase products that compete with our products or cease purchasing our products at any time. The loss of one or more large distributors or retailers could have a material adverse effect on our ability to bring our products to end users and on our results of operations. Moreover, a downturn in the business of one or more large distributors or retailers could adversely affect our sales and could create significant credit exposure.

Changes in our tax rates or exposure to new tax laws could impact our profitability.

We are subject to income tax in the United States and in various other global jurisdictions. Our effective tax rate could be adversely affected by changes in the mix of earnings by jurisdiction and the valuation of deferred tax assets and liabilities. Our effective tax rate could also be adversely affected by changes in tax laws. For example, certain versions of recent U.S. tax reform proposals could, if enacted, significantly impact the taxation of U.S. based multinationals and could have a material impact on our tax expense and cash flows. In addition, we are subject to audits in various jurisdictions. Although we believe that our tax estimates are reasonable and appropriate, there are significant uncertainties in these estimates and as a result of these estimates there could be material adjustments. As a result of ongoing or possible future tax audits, we may be required to pay additional taxes and/or penalties as a result of such tax audits, which could have a potential negative impact on our future financial results, cash flows and financial position.

Changes in industry standards and regulatory requirements may adversely affect our business.

Our global business is subject to the requirements of federal, state, local and foreign regulatory authorities as well as industry standard-setting authorities. Changes in the standards and requirements imposed by such authorities could have an adverse effect on us. In the event that we are unable to meet any such new or modified standards when adopted, our business could be adversely affected.

In addition, changes in the legislative environment could affect the growth and other aspects of important markets served by us. The wire and cable industry growth has been partially driven by energy related legislation, including alternative and renewable energy sources, investment incentives for utilities and government infrastructure spending. Although we believe legislative efforts overall have had a positive impact on our business and financial results, we cannot be certain that this impact will continue. Further, we cannot predict the impact, either positive or negative, that changes in laws or industry standards may have on our future financial results, cash flows or financial position.

Failure to properly execute large customer projects may negatively impact our ability to obtain similar contracts in the future and may result in material financial penalties.

In recent years, primarily in Europe, we have been awarded several large turn-key projects for specific customers. These projects involve numerous challenges associated with large long-term contracts and the contracts related to these projects generally include material financial penalties for non-performance on our part. We actively seek to increase our market share through successful execution of contracts for medium-voltage infield array projects and high-voltage export projects as well as underground terrestrial high-voltage projects. In addition, the terrestrial and submarine transmission cable markets in Europe, which are being driven by large investments in grid interconnections and alternative energy such as offshore wind power, represent an attractive long-term opportunity for us. The successful execution of large turn-key projects is important to our long-term success in this market.

Interruptions of supplies from key suppliers may affect our results of operations and financial performance.

Interruptions of supplies from our key suppliers, including that from catastrophes such as hurricanes, earthquakes, floods or terrorist activities, could disrupt production or impact our ability to increase or maintain production and sales. All copper and aluminum rod used in our North American operations is externally sourced, and our largest supplier of copper rod accounted for approximately 70% of our North American purchases in the three fiscal months ended March 28, 2014 while our largest supplier of aluminum rod accounted for approximately 30% of our North American purchases in the three fiscal months ended March 28, 2014. Our European operations purchase copper and aluminum rod from many suppliers with each supplier generally providing a small percentage of the total copper and aluminum rod purchased while operations in ROW internally produce the majority of copper and aluminum rod for production needs and obtain cathode and ingots

from various sources with each supplier generally providing a small percentage of the total amount of raw materials purchased. Any unanticipated problems with our copper or aluminum rod suppliers could have a material adverse effect on our business. Additionally, we use a limited number of sources for most of the other raw materials that we do not produce. We do not have long-term or volume purchase agreements with most of our suppliers, and may have limited options in the short-term for alternative supply if these suppliers fail to continue the supply of material or components for any reason, including their business failure, inability to obtain raw materials or financial difficulties. Moreover, identifying and accessing alternative sources may increase our costs.

We source and sell products globally and are exposed to fluctuations in foreign currency exchange rates.

We manufacture and sell products and finance operations throughout the world and are exposed to the impact of foreign currency fluctuations on our results of operations. Also, our consolidated financial results are presented in U.S. dollars; therefore, a change in the value of currencies may adversely impact our financial statements after currency remeasurements and translation to U.S. dollars. In addition, devaluations of currencies, such as the devaluation of the Venezuelan bolivar, could negatively affect the value of our earnings from, and the assets located, in those markets.

Effective with the fiscal quarter ended March 28, 2014, we expect that the majority of our Venezuelan subsidiary’s net monetary assets will be remeasured at the SICAD 1 rate. In applying the SICAD 1 exchange rate of 10.8 BsF per U.S. dollar to certain of our monetary assets and liabilities, we recorded a devaluation charge of $83.1 million for the three fiscal months ended March 28, 2014. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Venezuelan Operations” and “Note 21 — Venezuelan Operations” to our quarterly unaudited condensed consolidated financial statements included in this prospectus for additional information.

Compliance with foreign and U.S. laws and regulations applicable to our international operations, including the Foreign Corrupt Practices Act, or “FCPA,” other applicable anti-corruption laws and anti-competition regulations, may increase the cost of doing business in international jurisdictions.

Various laws and regulations associated with our current international operations are complex and increase our cost of doing business. Furthermore, these laws and regulations expose us to fines and penalties if we fail to comply with them. These laws and regulations include import and export requirements, anti-competition regulations, U.S. laws such as the FCPA, and local laws prohibiting payments to governmental officials and other corrupt practices. Although we have implemented policies and procedures designed to ensure compliance with these laws, there can be no assurance that our employees, contractors and agents will not take actions in violation of our policies, particularly as we expand our operations through organic growth and acquisitions. Any such violations could subject us to civil or criminal penalties, including material fines or prohibitions on our ability to offer our wire and cable products in one or more countries, and could also materially damage our reputation, brand, international expansion efforts, business and operating results. In addition, if we fail to address the challenges and risks associated with our international expansion and acquisition strategy, we may encounter difficulties implementing our strategy, which could impede our growth or harm our operating results.

We are in the process of reviewing certain commission payments made by our subsidiary in Angola. The review is being conducted under the oversight of the Audit Committee of the Board of Directors and with the assistance of external counsel. Due to the ongoing nature of the review, we have not yet been able to determine whether such commission payments were inconsistent with applicable U.S. or international laws and regulations. Based on the information gathered to date, we cannot predict the duration or the outcome of this review. If there is a finding that one or more payments were inconsistent with applicable laws or regulations, we may be subject to monetary or other sanctions, which could be material.

Failure to negotiate extensions of our labor agreements as they expire may result in a disruption of our operations.

As of December 31, 2013, approximately 33% of our employees were represented by various labor unions of which 28% expire within the next twelve months.

We are party to labor agreements with unions that represent employees at many of our manufacturing facilities. Labor agreements are generally negotiated on an annual or bi-annual basis and the risk exists that we may not be able to renew labor agreements on reasonably satisfactory terms or at all. We cannot predict what issues may be raised by the collective bargaining units representing our employees and, if raised, whether negotiations concerning such issues will be successfully concluded. A protracted work stoppage could result in a disruption of our operations which could, in turn, adversely affect our financial results, customer satisfaction, and our ability to deliver certain products.

Failure or disruptions of our information systems could interfere with our business and operations.

We rely on our information systems and those of third parties for processing customer orders, shipment of products, billing our customers, tracking inventory, supporting accounting functions and financial statement preparation, paying our employees, and otherwise running our business. Any disruption, whether from hackers or other sources, in our information systems or those of the third parties upon whom we rely could have a significant impact on our business. In addition, we may need to enhance our information systems to provide additional capabilities and functionality. The implementation of new information systems and enhancements is frequently disruptive to the underlying business of an enterprise. Any disruptions affecting our ability to accurately report our financial performance on a timely basis could adversely affect our business in a number of respects. If we are unable to successfully implement potential future information systems enhancements, our financial position, results of operations, and cash flows could be negatively impacted.

Increased IT security threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. If the IT systems, networks or service providers we rely upon fail to function properly, or if we suffer a loss or disclosure of business or financial information, due to any number of causes, including catastrophic events, power outages and security breaches, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations, reputational, competitive and/or business harm, which may adversely impact our results of operations and/or financial condition.

We are exposed to counterparty risk in our hedging arrangements. The failure of one or more counterparties to our hedging arrangements to fulfill or renew their obligations to us could adversely affect our results of operations. At times, depending on the extent of any unrealized loss position(s) on a derivative contract(s), certain counterparties may require us to post collateral to secure our derivative contract positions.

As a result of market and industry conditions or in the event we close any of our manufacturing facilities, we may be required to recognize impairment charges for our long-lived assets, including goodwill.

As of March 28, 2014, property, plant and equipment, goodwill and other intangible assets account for approximately $1,187.8 million, or 28% of our total assets. In accordance with generally accepted accounting principles, we periodically assess our long-lived assets to determine if they are impaired. The testing for impairment is based on assumptions regarding our future business outlook as well as other factors. While we continue to review and analyze many factors that can impact our business, such as industry and economic trends, our analyses are subjective and are based on conditions existing at and trends leading up to the time the

assumptions are made. Actual results could differ materially from these assumptions particularly in the event of disruptions to our business, unexpected significant changes or planned changes in the use of assets or divestitures or expropriations of assets. Due to events in Venezuela including recent changes to the currency exchange system, restrictive pricing controls, ongoing labor negotiations and lingering social unrest as well as the significant decline in our stock price during the three months ended March 28, 2014, we recognized a goodwill impairment charge of $155.1 million and an impairment charge of $93.4 million for the indefinite-lived tradename associated with the PDIC reporting unit. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Long-Lived Assets, Goodwill and Impairment” and “Note 6 — Goodwill and Other Intangible Assets” to our quarterly unaudited condensed consolidated financial statements included in this prospectus for additional information. Future impairment charges could significantly affect our results of operations in the period recognized.

Declining returns in the investment portfolio of our defined benefit pension plans and changes in actuarial assumptions could increase the volatility in our pension expense and require us to increase cash contributions to the plans.

We sponsor defined benefit pension plans around the world. Pension expense for the defined benefit pension plans sponsored by us is determined based upon a number of actuarial assumptions, including an expected long-term rate of return on assets and discount rate. The use of these assumptions makes our pension expense and our cash contributions subject to year-to-year volatility. As of December 31, 2013, 2012 and 2011, the defined benefit pension plans were underfunded by approximately $118.3 million, $163.7 million and $114.7 million, respectively, based on the actuarial methods and assumptions utilized for purposes of the applicable accounting rules and interpretations. We have experienced volatility in our pension expense and our cash contributions to our defined benefit pension plans. In 2013, pension expense was $20.6 million, an increase of approximately $0.5 million from 2012, and cash contributions were $11.2 million, an increase of approximately $2.7 million from 2012. Pension expense for our defined benefit pension plans for the three fiscal months ended March 28, 2014 was $3.7 million and cash contributions were approximately $3.3 million. We estimate our 2014 pension expense for our defined benefit plans will decrease to approximately $14.9 million. In the event that actual results differ from the actuarial assumptions or the actuarial assumptions are changed, the funded status of our defined benefit pension plans may change and any such deficiency could result in additional charges to equity and an increase in our future pension expense and cash contributions. See “Note 11 — Employee Benefit Plans” to our quarterly unaudited condensed consolidated financial statements and “Note 12 — Employee Benefit Plans” to our annual audited consolidated financial statements included in this prospectus for additional information.

Environmental liabilities could potentially adversely impact us and our affiliates.

We are subject to federal, state, local and foreign environmental protection laws and regulations governing our operations and the use, handling, disposal and remediation of hazardous substances currently or formerly used by us and our affiliates. A risk of environmental liability is inherent in our and our affiliates’ current and former manufacturing activities in the event of a release or discharge of a hazardous substance generated by us or our affiliates. Under certain environmental laws, we could be held jointly and severally responsible for the remediation of any hazardous substance contamination at our current and former facilities and at third party waste disposal sites. We could also be held liable for any consequences arising out of human exposure to such substances or other environmental damage. We and our affiliates have been named as potentially responsible parties in proceedings that involve environmental remediation. There can be no assurance that the costs of complying with environmental, health and safety laws and requirements in our current operations or the liabilities arising from past releases of, or exposure to, hazardous substances, will not result in future expenditures by us that could materially and adversely affect our financial results, cash flows or financial condition.

We are subject to certain asbestos litigation and unexpected judgments or settlements that could have a material adverse effect on our financial results.

Our subsidiaries have been named as defendants in non-maritime asbestos cases which involve plaintiffs alleging exposure to asbestos-containing cable manufactured by our predecessors. Our subsidiaries have also been named, along with numerous other product manufacturers, as defendants in cases in which plaintiffs alleged that they suffered an asbestos related injury while working in the maritime industry. See “Business — Legal Proceedings” included elsewhere in this prospectus for a summary of our outstanding asbestos related litigation. There can be no assurance that any judgments or settlements of the pending asbestos cases or any cases which may be filed in the future will not have a material adverse effect on our financial results, cash flows or financial position.

If we fail to attract and retain our key employees, our business may be harmed.

Our success has been largely dependent on the skills, experience and efforts of our key employees and the loss of the services of any of our executive officers or other key employees, without a properly executed transition plan, could have an adverse affect on us. The loss of any member of our senior management team or our key employees could damage critical customer relationships, result in the loss of vital knowledge, experience and expertise, could lead to increase in recruitment and training costs and make it more difficult to successfully operate our business and execute our business strategy. See “Executive Compensation — Compensation Discussion and Analysis — Changes in 2014 Executive Officers.” We may not be able to find qualified potential replacements for these individuals and the integration of potential replacements may be disruptive to our business. In addition, the loss of our key employees who have intimate knowledge of our manufacturing process could lead to increased competition to the extent that those employees are hired by a competitor and are able to recreate our manufacturing process. Our future success will also depend in part upon our continuing ability to attract and retain highly qualified personnel, who are in great demand.

If we fail to comply with the reporting obligations of the Exchange Act or if we fail to maintain adequate internal control over financial reporting, our business, the market value of our securities and our access to capital markets could be materially adversely affected.

As a public company, we are required to comply with the periodic reporting obligations of the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act,” including the requirement that we file annual reports and quarterly reports with the SEC. Our failure to file required information in a timely manner could subject us to penalties under federal securities laws, expose us to additional lawsuits, create a default under our existing debt instruments and facilities, and restrict our ability to access financing. In addition, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. However, our management within the past two years has identified control deficiencies that constituted material weaknesses. These material weaknesses resulted in material errors that caused us to issue, in March 2013, restated consolidated financial statements as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009, and unaudited restated financial statements for interim periods in 2011 and interim periods ended on March 30, 2012 and June 29, 2012, and, to issue, in January 2014, restated consolidated financial statements as of December 31, 2012, 2011 and 2010 and for the years ended December 31, 2012, 2011, 2010 and 2009, and unaudited restated financial statements for interim periods in 2011 and 2012 and the interim period ended on March 29, 2013. In addition two civil complaints were filed in the United States District Court for the Southern District of New York on October 21, 2013 and December 4, 2013 by named plaintiffs, on behalf of purported classes of persons who purchased or otherwise acquired our publicly traded securities, against us, Gregory Kenny, our President and Chief Executive Officer, and Brian Robinson, our Executive Vice President and Chief Financial Officer. On our motion, the complaints were transferred to the United States District Court for the Eastern District of Kentucky, the actions were consolidated, and a consolidated complaint was filed in that Court on May 20, 2014 by City of Livonia Employees Retirement System, as lead plaintiff on behalf of a

purported class of all persons or entities who purchased our securities between November 3, 2010 and October 14, 2013. The complaint alleges claims under the antifraud and controlling person liability provisions of the Exchange Act, alleging generally, among other assertions, that we employed inadequate internal financial reporting controls that resulted in, among other things, improper revenue recognition, understated cost of sales, overstated operating income, net income and earnings per share, and the failure to detect inventory lost through theft; that we issued materially false financial results that had to be restated on two occasions; and that statements of Messrs. Kenny and Robinson that they had tested and found effective General Cable’s internal controls over financial reporting and disclosure were false. The complaint alleges that as a result of the foregoing, our stock price was artificially inflated and the plaintiffs suffered damages in connection with their purchase of our stock. The complaint seeks damages in an unspecified amount; reasonable costs and expenses, including counsel and experts fees; and such equitable injunctive or other relief as the Court deems just and proper. In addition, a derivative complaint was filed on January 7, 2014 in the Campbell County, Kentucky Circuit Court against all but one member of our Board of Directors, including Mr. Kenny, two former directors and against Mr. Robinson and two former ROW officials, one of whom is our former executive officer. The complaint alleges that the defendants breached their fiduciary duties by knowingly failing to ensure that we implemented and maintained adequate internal controls over our accounting and financial reporting functions and by knowingly disseminating to stockholders materially false and misleading statements concerning our financial results and internal controls. The complaint seeks damages in an unspecified amount, appropriate equitable relief to remedy the alleged breaches of fiduciary duty, attorney’s fees, experts’ fees and other costs. We believe the purported class action complaints, and the derivative complaint insofar as it relates to our directors and Mr. Robinson, are without merit and intend to vigorously contest the actions.

In response to the material weaknesses identified by us, we instituted a number of actions and designed and commenced implementation of changes in our internal control over financial reporting. Based on the actions, our management concluded that the material weakness related to inventory control deficiencies in Brazil and control deficiencies related to ROW executive management have been remediated as of December 31, 2013. We cannot provide assurance that we have identified all, or that we will not in the future have additional, material weaknesses in our internal control over financial reporting. As a result, we may be required to implement further remedial measures and to design enhanced processes and controls to address deficiencies, which could result in significant costs to us and require us to divert substantial resources, including management time, from other activities. If we identify material weaknesses or fail to maintain adequate internal controls over financial reporting in the future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange Act on a timely basis. Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a loss of public confidence in the reliability of our financial statements, the commencement of additional litigation, or the commencement of regulatory action against us, which may include court actions or administrative proceedings, any of which could materially adversely affect our business, the market value of our securities and our access to capital markets.

We issued $600,000,000 aggregate principal amount of old notes on September 25, 2012 in a transaction exempt from the registration requirements of the Securities Act. Accordingly, the old notes may not be reoffered, resold or otherwise transferred unless so registered or unless an applicable exemption from the registration and prospectus delivery requirements of the Securities Act is applicable.

In connection with the sale of the old notes, we entered into a registration rights agreement. The registration rights agreement requires us to:

Because we have not completed the exchange offer within the required time, the terms of the old notes requires us to accrue additional interest on the old notes. The additional interest equals 0.25% per annum for the first 90 days of delay, and an additional 0.25% per annum for each subsequent 90-day period up to a maximum increase of 1.00% per annum until the exchange offer is completed. Such interest began accruing on September 26, 2013.

A copy of the registration rights agreement has been filed with the SEC as Exhibit 10.1 to our Current Report on Form 8-K filed on September 25, 2012 and is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

We are not making the exchange offer to, and will not accept tenders for exchange from, holders of old notes in any jurisdiction in which an exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction. Unless the context requires otherwise, the term “holder” means any person in whose name the old notes are registered or any other person who has obtained a properly completed bond power from the registered holder, or any person whose old notes are held of record by The Depository Trust Company, or “DTC,” who desires to deliver such old notes by book-entry transfer at DTC.

We make no recommendation to the holders of old notes as to whether to tender or refrain from tendering all or any portion of their old notes pursuant to the exchange offer. In addition, no one has been authorized to make any such recommendation. Holders of old notes must make their own decision whether to tender pursuant to the exchange offer and, if so, the aggregate amount of old notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisers, if any, based on their own financial position and requirements.

We are offering to exchange, subject to the terms and conditions described in this prospectus and in the accompanying letter of transmittal, which together constitute the exchange offer, $600,000,000 aggregate principal amount of new notes and related guarantees registered under the Securities Act for the same principal amount of old notes and related guarantees. The terms of the new notes are substantially identical in all material respects to the terms of the old notes, except that:

The exchange offer expires at 5:00 p.m., New York City time, on , 2014, which is the twenty-first business day of the offering period, unless we, in our sole discretion, decide to extend the exchange offer. The date of the expiration of the exchange offer, as it may be extended, is referred to as the “expiration date.” We do not currently intend to extend the expiration date. The expiration date will be at least 20 business days after the commencement of the exchange offer. We expressly reserve the right, at any time or from time to time, to extend the period of time for which the exchange offer is open, and thereby delay acceptance for exchange of any old notes. We will extend the expiration date, if at all, by giving oral or written notice of the extension to the exchange agent and by a public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Consequently, we may delay acceptance of any old notes by giving oral or written notice of an extension to the holders. Any delay in accepting any old notes will be consistent with Rule 14e-1(c) under the Exchange Act. During any extension, all old notes previously tendered will remain subject to the exchange offer unless properly withdrawn. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes, upon the occurrence of any of the conditions to the exchange offer specified under “— Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, such that the exchange offer will not expire for a minimum of five business days following notice of such material change.

For purposes of the exchange offer, a “business day” means any day other than Saturday, Sunday or a date on which commercial banks in New York City are authorized or required by law to remain closed.

Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the new notes for old notes promptly following the expiration date.

Except as described below, a tendering holder must, prior to the expiration date, transmit to U.S. Bank National Association, the exchange agent, at the address listed under the heading “— The Exchange Agent”:

The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, that states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this holder.

If the letter of transmittal is signed by a person other than the registered holder of old notes, the letter of transmittal must be accompanied by a written instrument of transfer or exchange in satisfactory form duly executed by the registered holder with the signature guaranteed by an eligible institution. The old notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the old notes must be signed exactly as the name of any registered holder appears on the old notes.

If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

By tendering old notes pursuant to the exchange offer, each holder will represent to us that, among other things, the new notes are being acquired in the ordinary course of business of the person receiving the new notes, whether or not that person is the holder, and neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution of the new notes. In the case of a holder that is not a broker-dealer, that holder, by tendering old notes pursuant to the exchange offer, will also represent to us that the holder is not engaged in and does not intend to engage in a distribution of the new notes.

If the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes, it shall represent to us that the old notes were acquired as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes.

The method of delivery of old notes, letters of transmittal and all other required documents is at your election and risk. If the delivery is by mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or old notes to us.

If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent’s account, including by means of DTC’s Automated Tender Offer Program.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed, unless the old notes surrendered for exchange are tendered:

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (STAMP), or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

The exchange agent will make a request to establish an account for the old notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. The participant should transmit its acceptance to DTC at or prior to the expiration time or comply with the guaranteed delivery procedures described below. DTC will verify this acceptance, execute a book-entry transfer of the tendered old notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from this participant that this participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against this participant.

Delivery of new notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile of it or an agent’s message, with any required signature guarantees and any other required documents, must:

Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

If a registered holder of old notes desires to tender the old notes, and the old notes are not immediately available, or time will not permit the holder’s old notes or other required documents to reach the exchange agent before the expiration time, or the procedure for book-entry transfer described above cannot be completed before the expiration time, a tender may nonetheless be made if:

We will determine in our sole discretion all questions as to the validity, form and eligibility of old notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding. We reserve the right to reject any particular old note not properly tendered or of which our acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular old note either before or after the expiration time, including the right to waive the ineligibility of any tendering holder. Our interpretation of the terms and conditions of the exchange offer as to any particular old note either before or after the expiration time, including the letter of transmittal and the instructions to the letter of transmittal, shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within a reasonable period of time.

Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity in any tender of old notes. Moreover, neither we, the exchange agent nor any other person will incur any liability for failing to give notification of any defect or irregularity.

Upon the terms and subject to the conditions to the exchange offer, we will accept any and all old notes that are validly tendered in the exchange offer and not properly withdrawn at or prior to 5:00 p.m., New York City time, on the expiration date. We will issue the new notes promptly following the expiration of the exchange offer. For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when, and if, we have given oral or written notice of our acceptance to the exchange agent.

For each old note accepted for exchange, the holder of the old note will receive a new note having a principal amount equal to that of the surrendered old note. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange therefor or, if no interest has been paid on the old note surrendered, from the date the old note was originally issued. Old notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of old notes whose old notes are accepted for exchange will not receive any payment for accrued interest on the old notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the old notes. Old notes not accepted for exchange will continue to accrue interest from the date interest was most recently paid.

In all cases, issuance of new notes for old notes that are accepted for exchange will be made only after the exchange agent’s timely receipt of:

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below, such non-exchanged old notes will be credited to an account maintained with DTC) promptly after the expiration or termination of the exchange offer.

Tenders of old notes may be withdrawn at or prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or, in the case of eligible institutions, at the facsimile number, indicated under “— The Exchange Agent” before the expiration time. Any notice of withdrawal must:

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution, unless this holder is an eligible institution. If old notes have been tendered in accordance with the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes.

Any old notes properly withdrawn will be deemed not to have been validly tendered for exchange. New notes will not be issued in exchange unless the old notes so withdrawn are validly re-tendered. Properly withdrawn old notes may be re-tendered by following the procedures described under “— How to Tender Old Notes in the Exchange Offer” above at or prior to 5:00 p.m., New York City time, on the expiration date.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal.

The exchange offer is not conditioned upon the tender of any minimum principal amount of old notes. Notwithstanding any other provision of the exchange offer or any extension of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer by notice to the exchange agent in writing and a press release or oral or written notice to the holders of the old notes as promptly as practicable, if, at any time before the expiration of the exchange offer, any of the following conditions has occurred or exists (unless waived by us):

The conditions described above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to the condition. Our failure at any time to exercise any of the rights above will not be deemed a waiver of the right and each right will be deemed an ongoing right that we may assert at any time and from time to time. Any determination by us concerning the events described above will be final and binding upon all parties.

Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a person who receives new notes issued pursuant to the exchange offer (other than (1) a broker-dealer who purchased the old notes it is exchanging directly from us for resale pursuant to Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act; or (2) a person that is an affiliate of ours, as that term is defined in Rule 405 under the Securities Act) may sell the new notes without registration or the need to deliver a prospectus under the Securities Act, provided that person has no arrangement to participate in a distribution of the new notes. Each broker-dealer that receives new notes for its own account in exchange for old notes that were acquired by the broker as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.

However, the SEC has not considered the exchange offer described in this prospectus in the context of a no-action letter. We cannot assure you that the staff of the SEC would make a similar determination with respect to

the exchange offer as in the other circumstances. Each person who acquires new notes in exchange for old notes in the exchange offer will acknowledge the following:

For accounting purposes, the new notes will be recorded at the same carrying value as the old notes. Accordingly, we will not recognize a gain or loss for accounting purposes upon issuance of the new notes for the old notes. We will amortize the expense of the exchange offer over the term of the new notes in accordance with generally accepted accounting principles.

We are not aware of any material regulatory approvals necessary to complete the exchange offer, other than compliance with applicable securities laws.

There are no dissenter’s rights or appraisal rights with respect to the exchange offer.

The principal solicitation is being made by mail and email by the exchange agent. Additional solicitation may be made by telephone, facsimile, in person or electronic means by our officers and regular employees and by persons so engaged by the exchange agent.

We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer and pay other registration expenses, including fees and expenses of the trustee under the indenture, filing fees, blue sky fees and printing and distribution expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of old notes, and in handling or tendering for their customers. We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer.

Holders who tender their old notes in exchange for new notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then the holder must pay the transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of or exemption from these transfer taxes is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

We have appointed U.S. Bank National Association as the exchange agent for the exchange offer. All executed letters of transmittal and any other required documents should be directed to the exchange agent at the address or facsimile number set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

U.S. Bank National Association also serves as Trustee, Registrar and Paying Agent under the indenture governing the notes.

If you deliver the letter of transmittal to an address other than any address indicated above or transmit instructions via facsimile other than any facsimile number indicated, your delivery or transmission will not constitute a valid delivery of the letter of transmittal.

The old notes have not been registered under the Securities Act or any state securities law and therefore may not be reoffered, resold or otherwise transferred except in compliance with the registration requirements of the Securities Act and any other applicable securities laws or pursuant to an exemption from those requirements. The transfer of the old notes is also subject to other conditions and restrictions set forth in the indenture governing the old notes. If you do not exchange your old notes for new notes to be issued in the exchange offer by properly tendering them, your old notes will continue to be subject to such restrictions and the restrictions on transfer described in the legend on your old notes. Except in limited circumstances with respect to specific types of holders of old notes, we will have no further obligation to provide for the registration under the Securities Act of old notes. In general, old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We currently do not anticipate that we will take any action to register the old notes under the Securities Act or under any state securities laws. Consequently, holders of the old notes who do not participate in the exchange offer could experience a significant diminution in the value of their old notes compared to the value of the new notes.

To the extent that old notes are tendered and accepted by us in the exchange offer, the principal amount of outstanding old notes will decrease, which will likely adversely affect the liquidity of any trading market for the old notes that may exist.

Following completion of the exchange offer, the old notes will not be entitled to any additional interest under the registration rights agreement and will continue to bear interest at the per annum rate originally applicable to such old notes. Upon completion of the exchange offer, holders of the old notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

Participation in the exchange offer is voluntary, and holders of the old notes should carefully consider whether to participate. Holders of the old notes are urged to consult their financial and tax advisors in making their own decision on what action to take.

The exchange offer is intended to satisfy certain obligations under the registration rights agreement we entered into with the initial purchasers of the old notes. We will not receive any proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes in the exchange offer as contemplated in this prospectus, we will receive the old notes in like principal amount, the form and terms of which are substantially the same as the form and terms of the new notes (which replace the old notes and which represent the same indebtedness). The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase or decrease in our indebtedness.

The following table sets forth our cash and cash equivalents and capitalization as of March 28, 2014. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our quarterly unaudited condensed consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

The following table sets forth our selected consolidated financial and other data. We derived the selected financial information for the years ended December 31, 2013, 2012, and 2011 and as of December 31, 2013 and 2012 from audited consolidated financial statements included in this prospectus and for the years ended December 31, 2010 and 2009 and as of December 31, 2011, 2010 and 2009 from audited consolidated financial statements not included in this prospectus. We derived the selected financial information for the three fiscal months ended March 28, 2014 and March 29, 2013 and as of March 28, 2014 from our unaudited condensed consolidated financial statements included in this prospectus. Our unaudited financial statements have been prepared on the same basis as our audited financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of this data in all material respects. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. The historical results presented are not necessarily indicative of future results.

You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our quarterly unaudited condensed consolidated financial statements and the accompanying notes, and our annual audited consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

The following management’s discussion and analysis of financial condition and results of operations, referred to as “MD&A,” is intended to help the reader understand our financial position, changes in financial condition, and results of operations. MD&A is provided as a supplement to our quarterly unaudited condensed consolidated financial statements and the accompanying notes, and our annual audited consolidated financial statements and the accompanying notes and should be read in conjunction with such consolidated financial statements and notes included elsewhere in this prospectus.

The MD&A contains forward-looking statements that involve risks and uncertainties. Our actual results may differ substantially from those discussed in or implied by the forward-looking statements as a result of various factors, including those listed under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

We are 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. We additionally engage in the design, integration, and installation on a turn-key basis for products such as high and extra-high voltage terrestrial and submarine systems. We analyze our worldwide operations based on three geographical segments: North America, Europe and Mediterranean, and ROW. As of March 28, 2014, we manufactured our product lines in 56 manufacturing facilities and sold our products worldwide through our global operations. We believe we have a strong market position in each of the segments in which we compete due to consistent execution of our guiding principles which are:

By operating under these guiding principles, we have been able to build a strong market position in each of the segments in which we compete. We consider our key performance indicators 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.

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. Over the last several years, we and the industry have experienced stabilizing demand with pockets of relative demand strength. However, global demand remains below historical levels in many markets. The following are significant trends and events that occurred in 2013 and the three fiscal months ended March 28, 2014:

Our 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, referred to as “LME,” and COMEX has historically been subject to considerable volatility. We continue to experience volatile commodity pricing, primarily copper and aluminum, as well as volatility in 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 our electric utility and telecommunications business and, to a lesser extent, our 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 our business requires that volatility in the cost of metals be recovered through negotiated price changes with customers. In these instances, the ability to change our 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 we are able to increase prices in the market to recover the higher raw material costs, we will generally experience an increase in gross profit from the sale of our relatively lower value inventory as computed under the weighted average inventory costing method. If we are unable to increase prices with the rise in the raw material market prices due to low levels of demand or market dynamics, we will experience lower gross profit. Conversely, during periods of declining raw material cost inputs, to the extent we have to decrease prices in the market due to competitive pressure as the current cost of metals declines, we will generally experience downward pressure on our gross profit due to the sale of relatively higher value inventory as computed under the weighted average inventory costing method. If we are able to maintain price levels in an environment in which raw material prices are declining due to high levels of demand, we will experience higher gross profit. There is no exact future measure of the effect to our 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 fiscal months ended March 28, 2014, a 1% change in copper and aluminum costs would have impacted the cost of sales by approximately $7 million. In 2013, a 1% change in copper and aluminum costs would have impacted the cost of sales by approximately $31 million. This impact would directly impact gross profit if we were unable to adjust selling prices with a change in the price of copper and aluminum. To help reduce this volatility we have implemented various pricing mechanisms and hedge a portion of our metal purchases when there is a firm price commitment for a future delivery but do not engage in speculative metals trading.

In the three fiscal months ended March 28, 2014 the following events occurred which reduced the fair value of the PDIC reporting unit as discussed in “Note 6 — Goodwill and Other Intangible Assets” to our quarterly unaudited condensed consolidated financial statements included in this prospectus:

The above factors led to a decrease in our cash flow projections for the PDIC reporting unit and therefore we completed a Step 1 impairment test for the goodwill and indefinite long-lived assets. Based on the results of this work the carrying amount of the reporting unit exceeded the fair value and the carrying value of the tradename exceeded the fair value. Based on the results, we believe that an impairment loss is probable and based on a preliminary estimate, after consultation with a third party valuation specialist, we recognized a goodwill impairment charge of $155.1 million and an impairment charge of $93.4 million for the indefinite-lived tradename associated with the PDIC reporting unit.

On December 10, 2013, our Board of Directors authorized the extension of our existing $125 million share repurchase through the end of 2014. Stock purchases under this program may be made through the open market and privately negotiated transactions at times and in such amounts as deemed appropriate by a special committee appointed by the Board. Under the stock repurchase program, we purchased $19.5 million, or 597,531 common shares at an average price of $32.65 per share, during the year ended December 31, 2013. Under the prior stock repurchase program, we purchased $1.2 million, or 50,000 common shares at an average price of $24.80 per share, during the year ended December 31, 2012. The purpose of the share repurchase program is to take advantage of the investment opportunity given prevailing market prices at the time of purchase as well as our evaluation of other capital investment alternatives.

On May 20, 2013, our Board of Directors authorized and initiated the payment of a regular quarterly dividend of $0.18 per quarter. During the year ended December 31, 2013, we paid in total approximately $26.7 million to all common shareholders of record, or $0.54 per share. Future declarations of dividends and the establishment of future record dates and payment dates are subject to the final determination by our Board of Directors.

On July 21, 2011, we entered into a $400 million revolving credit facility, which was first amended in 2012 to increase the facility size to $700 million and then subsequently amended and restated on September 6, 2013, to, among other things, increase the revolving credit facility to $1.0 billion, $630 million of which may be borrowed by the U.S. borrower, $300 million of which may be borrowed by the European borrowers and $70 million of which may be borrowed by the Canadian borrower. The revolving credit facility contains restrictions including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. The revolving credit facility provides us with financial flexibility; restrictions in the revolving credit facility generally only apply in the event that our availability under the revolving credit facility falls below certain specific thresholds.

In the second half of 2013, our executive management decided to no longer import building wire product into the United States manufactured in its Mexico unit, referred to as “Mexico.” This change is considered significant to the Mexican operation due to the associated revenue, profit and the influence on the overall results in Mexico from this United States business. This change coupled with pricing pressures in the Mexico market and a history of losses caused us to perform an asset impairment analysis of our Mexican business in accordance with ASC 360 “Property, Plant and Equipment.” Based on the results of the analysis, we recorded an impairment charge of $14.0 million in the third quarter of 2013.

We generally have experienced and expect 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, we have historically experienced changes in demand resulting from poor or unusual weather.

We continued to actively identify key trends in the industry to capitalize on expanding markets and new niche markets. We also set aggressive performance targets for our business and intend to refocus or divest those activities which fail to meet targets or do not fit long-term strategies. No material acquisitions were made in the three fiscal months ended March 28, 2014 or in the year ended December 31, 2013. In the year ended December 31, 2012, we acquired the North American and Chinese businesses of Alcan Cable, Prestolite Wire LLC and 60% of Productora de Cables Procables S.A.S. See “Note 3 — Acquisitions and Divestitures” to our annual audited consolidated financial statements included in this prospectus for further detail. The results of operations of the acquired businesses have been included in the consolidated financial statements since the respective dates of the acquisitions. In February 2014, we announced the permanent closure of two electric utility plants in North America. In the three fiscal months ended March 28, 2014, we incurred charges of $1.0 million related to these closures. Annual savings are anticipated to be in the range of $3 to $5 million with future charges related to the closures in the range of $10 to $12 million, half of which are expected to be non-cash. No material divestitures were made in the years ended December 31, 2013 and December 31, 2012.

In addition to the factors previously mentioned, we are currently being affected by the following general macro-level trends:

Our overall financial results discussed in this section of the prospectus reflect the above trends.

The following table sets forth, for the periods indicated, consolidated 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 March 28, 2014 Compared with Three Fiscal Months Ended March 29, 2013

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 three fiscal months ended March 29, 2013 have been adjusted to reflect the three fiscal months ended March 28, 2014 copper average price of $3.24 per pound (a $0.36 decrease compared to the same period in 2013) and the aluminum average price of $0.97 (a $0.05 decrease compared to the same period in 2013). 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 below.

See “— Significant Current Business Trends and Events” in this prospectus for a discussion of metal price volatility.

Net sales decreased $113.6 million to $1,430.1 million for the three fiscal months ended March 28, 2014 from $1,543.7 million for the three fiscal months ended March 29, 2013. After adjusting the three fiscal months ended March 29, 2013 net sales to reflect the $0.36 decrease in the average monthly copper price per pound and the $0.05 decrease in the average aluminum price per pound, net sales of $1,430.1 million reflects a decrease of $48.0 million, or 3%, from the metal adjusted net sales of $1,478.1 million in 2013. Volume, as measured by metal pounds sold, decreased 8.5 million pounds, or 3%, to 308.8 million pounds in the three fiscal months ended

March 28, 2014 as compared to 317.3 million pounds for the three fiscal months ended March 29, 2013. Metal pounds sold is provided herein as we believe 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 decrease in sales on a metal adjusted basis is primarily due to decreased volume of $19.7 million and unfavorable foreign currency exchange rate changes of $38.3 million on the translation of reported revenues partially offset by favorable selling price and product mix of approximately $10.0 million.

Metal-adjusted net sales in the North America segment decreased $84.5 million, or 12%. The decrease in sales on a metal adjusted basis is due to decreased volume of $41.4 million, unfavorable selling price and product mix of approximately $36.0 million and unfavorable foreign currency exchange rate changes of $7.1 million on the translation of reported revenues, principally related to the Canadian dollar. Volume, as measured by metal pounds sold, decreased 17.9 million pounds in the three fiscal months ended March 28, 2014 compared to the three fiscal months ended March 29, 2013. The decrease in demand was primarily due to the extreme winter weather experienced hampering business activity across the region in the first quarter of 2014 and the first quarter of 2013 reflects a very strong contribution from our Alcan Cable acquisition as compared to the first quarter of 2014.

Metal-adjusted net sales in the Europe and Mediterranean segment increased $8.9 million, or 2%. The increase in sales on a metal adjusted basis is due to favorable selling price and product mix of approximately $21.3 million and favorable foreign currency exchange rate changes of $11.0 million on the translation of reported revenues primarily due to a stronger Euro relative to the U.S. dollar, partially offset by decreased volume of $23.4 million. Volume, as measured by metal pounds sold, decreased by 10.1 million pounds, or 14%, for the three fiscal months ended March 28, 2014 compared to the three fiscal months ended March 29, 2013. The decrease in demand was primarily attributable to continued weak economic conditions in Iberia, which negatively influenced demand across a broad spectrum of products partially offset by the continued strong execution of the submarine turnkey project business.

Metal-adjusted net sales in the ROW segment increased $27.6 million or 6%. The increase in sales on a metal adjusted basis is primarily due to favorable selling price and product mix of approximately $24.7 million and increased volume of $45.1 million partially offset by unfavorable foreign currency exchange rate changes of $42.2 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 19.5 million pounds, or 21%, in the three fiscal months ended March 28, 2014 compared to the three fiscal months ended March 29, 2013. The increase in demand is primarily attributable to increased Chilean export copper rod sales in the three fiscal months ended March 28, 2014.

Cost of sales decreased $88.8 million to $1,298.0 million in the three fiscal months ended March 28, 2014 from $1,386.8 million in the three fiscal months ended March 29, 2013. The decrease in the cost of sales is consistent with the decrease in sales in the three fiscal months ended March 28, 2014 as compared to the three fiscal months ended March 29, 2013. 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 decreased $24.8 million, or 16%, for the three fiscal months ended March 28, 2014 from the three fiscal months ended March 29, 2013. Gross profit as a percentage of sales was 9% and 10% for the three fiscal months ended March 28, 2014 and for the three fiscal months ended March 29, 2013, respectively. Gross profit as a percentage of sales decreased primarily due to the selling of higher average cost inventory into a lower

price environment on copper based products in the three fiscal months ended March 28, 2014 as compared to the three fiscal months ended March 29, 2013 as well as an inventory impairment charge of $8.0 million at the Venezuelan entity in the three fiscal months ended March 28, 2014.

Selling, general and administrative expense, or SG&A, decreased $3.4 million, or 3% for the three fiscal months ended March 28, 2014 as compared to the three fiscal months ended March 29, 2013. SG&A as a percentage of metal-adjusted net sales was approximately 8% for the three fiscal months ended March 28, 2014 and for the three fiscal months ended March 29, 2013.

The following table sets forth operating income (loss) by segment, in millions of dollars.

The decrease in operating income for the North America segment of $5.4 million was primarily attributable to decreased demand as noted above, a negative impact on operating income due to the selling of higher average cost inventory into a lower price environment on copper based products in the current year and higher than normal aluminum building wire operating profit in the first quarter of 2013 due to a favorable pricing environment as a result of a market supply shortage.

The increase in operating income for the Europe and Mediterranean segment of $7.1 million was primarily driven by the continued strong execution of the submarine turnkey project business in the three fiscal months ended March 28, 2014 as compared to the three fiscal months ended March 29, 2013 partially offset by the European Commission’s decision to impose a fine of $2.5 million related to its competition investigation.

The decrease in operating income for the ROW segment of $271.6 million was primarily attributable to the impairment of goodwill and other indefinite-lived tradenames of $248.5 million, a non-cash inventory impairment charge of $8.0 million at the Venezuelan entity in the three fiscal months ended March 28, 2014 and the negative impact due to the social unrest in Venezuela and Thailand in the three fiscal months ended March 28, 2014 as compared to the three fiscal months ended March 29, 2013.

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 and ineffectiveness on derivatives designated as cash flow hedges. During the three fiscal months ended March 28, 2014 and March 29, 2013, we recorded other expense of $97.7 million and $52.7 million, respectively. For the three fiscal months ended March 28, 2014, other expense was primarily attributable to $83.1 million related to the Venezuela currency devaluation and $14.6 million related to losses on derivative instruments that were not designated as cash flow hedges. For the three fiscal months ended March 29, 2013, other expense was primarily attributable to $40.9 million related to the Venezuela currency devaluation, $10.1 million related to losses on derivative instruments that were not designated as cash flow hedges and other expense of $1.7 million related to foreign currency transactions.

Net interest expense decreased to $26.2 million for the three fiscal months ended March 28, 2014 from $28.0 million for the three fiscal months ended March 29, 2013 primarily attributable to the repayment at maturity of the $355.0 million 0.875% Convertible Notes due 2013 which were repaid in the fourth quarter of 2013.

Our effective tax rate for the three fiscal months ended March 28, 2014 and March 29, 2013 was 5.9% and 7.9%, respectively. The low effective tax rate on the pre-tax loss for the first quarter of 2014 was primarily due to a relatively small income tax benefit recorded on the significant pre-tax charges recorded during the quarter related to asset impairments and the Venezuela currency devaluation. A $19.9 million income tax benefit was recognized due to the reversal of deferred tax liabilities associated with the $93.4 million PDIC tradename impairment charge, a $0.1 million income tax benefit was recognized on the $155.1 million PDIC goodwill impairment charge, no income tax benefit was recognized on the $8.0 million Venezuela lower of cost or market inventory charge, and no income tax benefit was recognized related to the $83.1 million Venezuelan currency devaluation charge. Similarly, the low effective tax rate on the pre-tax loss for the first quarter of 2013 was primarily due to no tax benefit being recognized on the $40.9 million Venezuela currency devaluation charge.

We accrued and paid $0.1 million in dividends on our Series A Redeemable Convertible Preferred Stock, referred to as “Series A preferred stock,” for the three fiscal months ended March 29, 2013. Our outstanding shares of the Series A preferred stock were mandatorily redeemed on November 24, 2013. Prior to the redemption date, all but two shareholders elected to convert their shares into shares of our common stock at the conversion ratio of 5.056 shares of common stock per share of Series A preferred stock. As a result of the conversions and mandatory redemption, as of November 25, 2013, no shares of the Series A preferred stock were outstanding during the three fiscal months ended March 28, 2014.

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 2012 have been adjusted to reflect the 2013 copper average price of $3.34 per pound (a $0.28 decrease compared to 2012) and the aluminum average price of $0.95 per pound (a $0.07 decrease compared to 2012). Metal-adjusted net sales, a non-GAAP financial measure, are provided herein in order to eliminate the effect of metal price volatility from the comparison of revenues from one period to another. The comparable GAAP financial measure is set forth below. Refer to “— Significant Current Business Trends and Events” in this prospectus for a discussion of metal price volatility.

Net sales increased $361.7 million, or 6%, to $6,421.2 million in 2013 from 2012 and metal-adjusted net sales increased $577.4 million, or 10%, in 2013 from 2012. The increase in metal-adjusted net sales of $577.4 million reflects an increase in net sales of $684.1 million attributable to acquisitions made in 2012 and favorable selling price and product mix of $116.2 million partially offset by lower sales volume of $116.1 million and unfavorable foreign currency exchange rate changes of $106.8 million. Volume, as measured by metal pounds sold, increased by 164.8 million pounds, or 14%, in 2013 compared to 2012. Metal pounds sold is provided herein as we believe this metric to be a consistent year over year measure of sales volume since it is not impacted by metal prices or foreign currency exchange rate changes.

Metal-adjusted net sales in the North America segment increased $485.6 million, or 21%, principally due to net sales of $491.8 million attributable to acquisitions made in 2012 and favorable selling price and product mix of $28.4 million partially offset by lower sales volumes of $25.2 million and unfavorable foreign currency exchange rate changes of $9.4 million, principally related to the Canadian dollar. Volume, as measured by metal pounds sold, increased by 157.9 million pounds, or 37%, in 2013 compared to 2012. The increase in volume is primarily attributable to 168.7 million pounds sold related to acquisitions made in 2012 partially offset by a decline in sales of our legacy utility cables business due to strong demand for utility cables in the first half of 2012, which benefited from a relatively mild winter and wind farm applications.

Metal-adjusted net sales in the Europe and Mediterranean segment remained relatively flat in 2013 compared to 2012 due to unfavorable selling price and product mix of $22.9 million and lower sales volumes of $22.9 million partially offset by favorable foreign currency exchange rate changes of $43.6 million, primarily due to a stronger Euro relative to the U.S. dollar. Volume, as measured by metal pounds sold, decreased by 9.8 million pounds, or 3%, in 2013 compared to 2012. The decrease in demand was primarily attributable to continued weak economic conditions in Iberia, which negatively influenced demand across a broad spectrum of products and due to a decrease in demand for high voltage export project activities in our French business.

Metal-adjusted net sales in the ROW segment increased $94.0 million, or 5%, due to favorable selling price and product mix of $110.7 million and net sales of $192.3 million attributable to acquisitions made in 2012 partially offset by unfavorable foreign currency exchange rate changes of $141.0 million, primarily due to the weakening of certain currencies in Central and South America relative to the U.S. dollar, and lower sales volume

of $68.0 million. Volume, as measured by metal pounds sold, increased by 16.7 million pounds, or 4%, in 2013 compared to 2012. The increase in volume is primarily attributable to 45.8 million pounds related to the impact of the acquisitions made in 2012 partially offset by lower shipments for metal intensive Brazilian aerial transmission projects in 2013 as compared to 2012.

Cost of sales increased $282.9 million, or 5%, from 2012, principally due to higher sales volumes associated with acquisitions made in the second half of 2012. The increase is partially offset by lower average copper and aluminum costs in 2013. As previously noted, cost of sales is raw material intensive with copper and aluminum comprising the major cost components in most of our 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 for the year ended December 31, 2013.

Gross profit increased $78.8 million, or 13% in 2013 as compared to 2012. Gross profit as a percentage of sales was 11% in 2013 and 10% in 2012. The increase is primarily due to the acquisitions completed in the second half of 2012 partially offset by the recognition of a non-cash impairment charge related to the Mexico long-lived assets of $14.0 million in 2013. In addition, gross profit in the fourth quarter of 2012 was significantly impacted by changes in cost estimates relating to certain submarine turnkey projects in the European segment. In total, the changes in estimates across all submarine turnkey projects resulted in a reduction to gross profit of $27.5 million, with $20.8 million of the reduction associated with one specific project at our German submarine power cable manufacturing facility. Equipment failure at the German facility resulted in costs, for this particular project, related to cable damage, equipment repairs and ship rental of $13.3 million. Further revision of this project’s profitability, due to changes in estimates, resulted in a reduction of margin by $7.5 million. There was no material impact to gross profit as a result of changes in estimates related to revenue recognition under the percentage of completion method in 2013.

Selling, general and administrative expense increased $66.5 million, or 16%, in 2013 from 2012. The increase in selling, general, and administrative expense is primarily a result of additional expenses associated with the acquired businesses in the second half of 2012 and $13.9 million of costs related to the restatement and investigative costs recognized in 2013 as compared to $3.0 million in 2012. The increase is partially offset by a settlement loss of $6.1 million in 2012 associated with the termination of a legacy pension plan in the United Kingdom.

The following table sets forth operating income by segment, in millions of dollars.

The increase in operating income for the North America segment of $3.7 million was primarily attributable to the acquisitions completed in the second half of 2012 resulting in an additional $33.9 million of operating income in 2013 as compared to 2012 partially offset by the decrease in demand as noted above as well as $13.9 million of costs related to the financial restatement in 2013 as compared to $3.0 million in 2012.

The reduction in operating loss for the Europe and Mediterranean segment of $12.7 million was primarily attributable to changes in cost estimates relating to certain submarine turnkey projects of $27.5 million recognized in 2012. This improvement in 2013 was partially offset by decreased volume at our French manufacturing facility as noted above, an unfavorable pricing environment for medium voltage products in France as well as the continued weak economic conditions in Iberia, influencing demand and the pricing environment across a broad spectrum of products.

The decrease in operating income for the ROW segment of $4.1 million was primarily attributable to the recognition of a non-cash impairment charge related to the Mexico long-lived assets of $14.0 million in 2013 as well as decreased demand in Brazil in 2013 as compared to 2012 as noted above. The decrease was partially offset by acquisitions completed in the second half of 2012 resulting in an additional $11.4 million of operating income in 2013 as compared to 2012.

Other income (expense) primarily 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. During 2013 and 2012, we recorded a $66.7 million loss and a $2.9 million loss, respectively. For 2013, other expense was primarily attributable to $40.9 million related to a Venezuela currency devaluation, $3.9 million of foreign currency transaction losses which resulted from changes in exchange rates in the various regions in which we operate which include $17.0 million in foreign exchange gains related to copper imports in Venezuela that were approved at the 4.30 BsF per U.S. dollar rate prior to currency devaluation on February 13, 2013, and losses of $21.9 million on derivative instruments which were not designated as cash flow hedges and ineffectiveness on derivatives designated as cash flow hedges. For 2012, other expense was primarily attributable to $4.5 million of foreign currency transaction losses which resulted from changes in exchange rates in the various countries in which we operate and gains of $1.6 million on derivative instruments that were not designated as cash flow hedges and ineffectiveness on derivatives designated as cash flow hedges.

Net interest expense increased $17.7 million in 2013 as compared to 2012 primarily attributable to the incremental interest related to the $600.0 million 2022 notes issued on September 25, 2012 net of the $200.0 million of 2017 notes which were repaid on October 12, 2012.

Our effective tax rate for 2013 and 2012 was 143.7% and 90.4%, respectively. The increase in our 2013 effective tax rate reflects the combined impact of the significant valuation allowances recorded against the deferred tax assets of various units with a recent loss history and the lower consolidated pre-tax income relative to 2012. Our 2012 effective tax rate reflects the adverse impact of significant valuation allowances recorded against deferred tax assets, as explained further below, and nonrecurring tax charges incurred in connection with legal entity restructuring to integrate the Alcan acquisition.

prudent and feasible tax planning strategies, management judged that it was not more likely than not that a future tax benefit for the deferred tax assets of our Spanish and Portuguese business units would be realized. Tax expense of $15 million was recorded in 2012 to establish a full valuation allowance against Spanish and Portuguese deferred tax assets, of which $5.3 million related to the beginning of the year net deferred tax asset position.

In the fourth quarter of 2012, a valuation allowance was also recorded against deferred tax assets in our German business unit. The German business unit incurred an equipment failure in the fourth quarter that adversely impacted its ability to meet its contractual obligations for its large project work and reduced profit expectations. In addition, the German business was encountering certain other project delay/cancellation and warranty issues. After weighing all positive and negative evidence, including the three year cumulative loss position, and factoring in prudent and feasible tax planning strategies, management judged that it was not more likely than not that a future tax benefit for the deferred tax assets of our German business would be realized. Tax expense of $8.3 million was recorded in 2012 to establish a full valuation allowance against German deferred tax assets, none of which related to a beginning of the year net deferred tax asset position.

A full valuation allowance was recorded in the fourth quarter of 2012 for our Colombian distribution business since it was rendered redundant by the fourth quarter acquisition of Procables. The Colombian distribution business is winding down and is expected to generate losses until the business is terminated. Tax expense of $1.1 million was recorded in 2012 to establish a full valuation allowance against the Colombian deferred tax assets, of which $0.2 million related to the beginning of the year net deferred tax asset position.

During 2013 and 2012, we accrued and paid $0.3 million in dividends on our Series A preferred stock.

We issued 2,070,000 shares of our 5.75% Series A preferred stock on November 24, 2003. Zero shares and 76,002 were outstanding under the original terms of the Series A preferred stock issuance as of December 31, 2013 and 2012, respectively. Our outstanding shares of the Series A preferred stock were to be mandatorily redeemed on November 24, 2013. Prior to the redemption date, all but two shareholders elected to convert their shares into shares of our common stock at the conversion ratio of 5.056 shares of common stock per share of Series A preferred stock. As a result of the conversions and mandatory redemption, as of November 25, 2013, no shares of the Series A preferred stock were outstanding.

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 2011 have been adjusted to reflect the 2012 copper average price of $3.62 per pound (a $0.39 decrease compared to the prior period) and the aluminum average price of $1.02 per pound (a $0.14 decrease compared to the prior period). Metal-adjusted net sales, a non-GAAP financial measure, are provided herein in order to eliminate the effect of metal price volatility from the comparison of revenues from one period to another. The comparable GAAP financial measure is set forth below. See “— Significant Current Business Trends and Events” in this prospectus for a discussion of metal price volatility.

Net sales increased $251.3 million, or 4%, to $6,059.5 million in 2012 from 2011 and metal-adjusted net sales increased $547.2 million, or 10%, in 2012 from 2011. The increase in metal-adjusted net sales of $547.2 million reflects favorable selling price and product mix of $294.2 million, net sales of $268.8 million attributable to acquisitions, and higher sales volume of $190.9 million partially offset by unfavorable foreign currency exchange rate changes of $206.7 million. Volume, as measured by metal pounds sold, increased by 172.4 million pounds, or 18%, in 2012 compared to 2011. Metal pounds sold is provided herein as we believe this metric to be a consistent year over year measure of sales volume since it is not impacted by metal prices or foreign currency exchange rate changes.

Metal-adjusted net sales in the North America segment increased $316.4 million, or 16%, principally due to net sales of $229.0 million attributable to acquisitions, higher sales volumes of $64.5 million and favorable selling price and product mix of $25.9 million partially offset by unfavorable foreign currency exchange rate changes of $3.0 million, principally related to the Canadian dollar. Volume, as measured by metal pounds sold, increased by 114.7 million pounds, or 36%, in 2012 compared to 2011. The increase in volume is primarily attributable to the acquisitions executed in 2012. In addition to the acquisitions made in 2012, volume improvement principally reflects increased demand for bare aluminum transmission products and specialty cables, particularly those used in natural resource extraction and transit applications.

Metal-adjusted net sales in the Europe and Mediterranean segment increased $27.2 million, or 2%, in 2012 compared to 2011 due to favorable selling price and product mix of $133.6 million and higher sales volumes of $21.7 million partially offset by unfavorable foreign currency exchange rate changes of $128.1 million, primarily due to a weaker Euro relative to the U.S. dollar. Volume, as measured by metal pounds sold, increased by 8.2 million pounds, or 3%, in 2012 compared to 2011. The increase in volume is primarily attributable to the demand for utility products in France and increased exports from our Spanish facilities.

Metal-adjusted net sales in the ROW segment increased $203.6 million, or 11%, due to favorable selling price and product mix of $134.0 million, higher sales volume of $105.4 million and net sales of $39.8 million attributable to acquisitions partially offset by unfavorable foreign currency exchange rate changes of $75.6 million, 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 49.5 million pounds, or 13%, in 2012 compared to 2011, which includes the benefit of 9.7 million pounds due to acquisitions. The increase in demand is primarily due to aerial transmission product shipments in Brazil.

Cost of sales increased $220.7 million, or 4%, from 2011, principally due to higher sales volumes associated with acquisitions executed in 2012. The increase in volume is offset by lower average copper and aluminum costs in 2012. As previously noted, cost of sales is raw material intensive with copper and aluminum comprising the major cost components for most of our 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 for the year ended December 31, 2012.

Gross profit increased $30.6 million, or 5% in 2012 as compared to 2011. Gross profit as a percentage of sales was 10% in 2012 and 2011. Gross profit in the fourth quarter of 2012 was significantly impacted by changes in cost estimates relating to certain submarine turnkey projects in the European segment. In total, the changes in estimates across all submarine turnkey projects resulted in a reduction to gross profit of $27.5 million, with $20.8 million of the reduction associated with one certain submarine turnkey project at our German submarine power cable manufacturing facility. Equipment failure at the German facility resulted in costs, for this particular project, related to cable damage, equipment repairs and ship rental of $13.3 million. Further revision of this project’s profitability, due to changes in estimates, resulted in a reduction of margin by $7.5 million. The project is approximately 40% complete as of December 31, 2012. There was no material impact to gross profit as a result of changes in estimates related to revenue recognition under the percentage of completion method in 2011 or 2010.

Selling, general and administrative expense increased $45.8 million, or 12%, in 2012 from 2011. The increase in selling, general, and administrative expense is primarily a result of $22.0 million in additional expenses associated with acquired businesses in 2012 and $9.1 million of costs related to the 2012 acquisitions and restatements. In addition, SG&A increased due to a settlement loss of $6.1 million in 2012 associated with the termination of a legacy pension plan in the United Kingdom.

The following table sets forth operating income by segment, in millions of dollars.

The increase in operating income for the North America segment of $4.3 million was primarily attributable to increases in sales volume due to acquisitions executed in 2012, favorable market demand for bare aluminum transmission products related to aerial transmission grid projects as well as increased volume due to specialty cables. The increases to operating income were partially offset by an increase in SG&A expense for costs related to the acquisitions and to the restatements of $9.1 million in 2012.

The decrease in operating income for the Europe and Mediterranean segment of $43.3 million was primarily attributable to changes in cost estimates relating to certain submarine turnkey projects of $27.5 million and continued weak demand and pricing due to the economic slowdown in many European end markets. Partially offsetting these negative impacts were the current year benefits of European targeted cost reduction efforts, which include, among other actions, personnel reductions.

The increase in operating income for the ROW segment of $23.8 million was primarily attributable to strong spending in Venezuela for government led projects, increased demand and operational improvements in Thailand, increased sales in Brazil, principally related to aerial transmission projects.

Other income (expense) primarily 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. During 2012 and 2011, we recorded a $2.9 million loss and a $31.7 million loss, respectively. For 2012, other expense was primarily attributable to $4.5 million of foreign currency transaction losses which resulted from changes in exchange rates in the various countries in which we operate, and $1.6 million of gains on derivative instruments which were not designated as cash flow hedges and ineffectiveness on derivatives designated as cash flow hedges. For 2011, other expense was primarily attributable to $24.4 million of foreign currency transaction losses which resulted from changes in exchange rates in the various countries in which we operate, and $6.1 million of losses on derivative instruments which were not designated as cash flow hedges.

Net interest expense increased $18.1 million in 2012. Interest expense increased primarily due to fees and redemption premiums of $9.3 million associated with the call of the $200 million of the 2017 notes. Additionally, interest expense increased due to the addition of the $600.0 million 2022 notes, issued on September 25, 2012.

Our effective tax rate for 2012 and 2011 was 90.4% and 42.2%, respectively. The increase in our 2012 effective tax rate reflects the adverse impact of significant valuation allowances recorded against deferred tax assets, as explained further below, and nonrecurring tax charges incurred in connection with legal entity restructuring to integrate the Alcan acquisition. Our 2011 effective tax rate reflects the adverse impact of valuation allowances recorded against deferred tax assets in certain foreign jurisdictions, partially offset by tax benefits recognized for uncertain tax positions due to statute of limitations expirations and tax audit settlements.

In the third quarter of 2012, we updated our 2012 forecasts and substantially completed our 2013 global business planning process, which indicated continuing weakness in our Iberian market and business. After weighing all positive and negative evidence, including the three year cumulative loss position, and factoring in prudent and feasible tax planning strategies, management judged that it was not more likely than not that a future tax benefit for the deferred tax assets of our Spanish and Portuguese business units would be realized. Tax expense of $15 million was recorded in 2012 to establish a full valuation allowance against Spanish and Portuguese deferred tax assets, of which $5.3 million related to the beginning of the year net deferred tax asset position.

position, and factoring in prudent and feasible tax planning strategies, management judged that it was not more likely than not that a future tax benefit for the deferred tax assets of our German business would be realized. Tax expense of $8.3 million was recorded in 2012 to establish a full valuation allowance against German deferred tax assets, none of which related to a beginning of the year net deferred tax asset position.

During 2012 and 2011, we accrued and paid $0.3 million in dividends on our Series A preferred stock.

We maintain a strong financial position as evidenced by our ability to generate substantial cash from operations and access to capital markets at competitive rates. Cash flows from operations as well as borrowings under our revolving credit facility provide the primary source for financing operating expenses and other short term liquidity needs. As necessary we incur additional borrowings to fund working capital needs, debt and interest payments, as well as discretionary investment in internal product development, acquisitions, cash dividends, repurchase of common stock and to fund tax payments. Our overall cash position reflects the business results and a global cash management strategy that incorporates liquidity management, economic factors, and tax considerations.

Our short term borrowings vary by period based on our working capital requirements which is dependent on incremental demand for products and changes in the price of copper, aluminum, and other raw material cost inputs. At March 28, 2014 and December 31, 2013, current assets exceeded current liabilities by $1,349.2 million and $1,450.7 million, respectively. Based upon historical operating and financing experience, the cash on our balance sheet and the expected availability of funds under our current credit facilities, we believe our sources of liquidity will be sufficient to enable us to meet funding requirements for cash dividends, working capital, capital expenditures, debt repayment, salaries and related benefits, interest and taxes for the next twelve months and foreseeable future. At March 28, 2014 and December 31, 2013, we maintained approximately $740.9 million and $650 million, respectively, of excess availability under our various credit facilities around the world.

Our North American and principal European operations generally borrow and repay under our revolving credit facility multiple times per week for working capital needs; borrowing on a short term basis is the most effective method to reduce interest costs based on the terms of the agreement. Our European operations also participate in accounts payable confirming arrangements with several European financial institutions to address working capital requirements in the business. We negotiate payment terms with suppliers of generally 180 days in Europe and submit invoices to the financial institutions with instructions for the financial institutions to transfer funds from European operations’ accounts on the due date (on day 180) for the trade payables due. At March 28, 2014 and December 31, 2013, the arrangements had a maximum availability limit of the equivalent of approximately $543.3 million and $579.9 million, respectively, of which approximately $368.0 million and $338.4 million, respectively, was utilized. Our ROW operations utilize various short term credit facilities for working capital purposes.

We are a holding company with no operations of our own. All of our operations are conducted, and net sales are generated, by our subsidiaries and investments. Accordingly, our cash flow comes from the cash flows of our global operations. Our ability to use cash flow from our international operations, if necessary, has historically been adversely affected by limitations on our ability to repatriate such earnings tax efficiently. As of March 28,

2014, approximately 99% of cash and cash equivalents were held outside of the U.S. by our foreign subsidiaries compared with 99% as of December 31, 2013 and 76% as of December 31, 2012. If these funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and current plans do not demonstrate a need to repatriate them to fund U.S. operations. In addition, our revolving credit facility provides us flexibility in financing operating expenses and any other short term liquidity needs of our North American and European operations.

Our operations in Venezuela are subject to foreign exchange and price controls which have historically limited our ability to convert bolivars to U.S. dollars and transfer funds out of Venezuela. Approximately 36%, 46% and 23% of the consolidated cash and cash equivalents balance as of March 28, 2014, December 31, 2013 and December 31, 2012, respectively, was held in Venezuela. Operating cash flows attributable to Venezuela were $1.2 million and $7.2 million during the three fiscal months ended March 28, 2014 and March 29, 2013, respectively. Operating cash flows attributable to Venezuela were $97.4 million and $49.6 million for the years ended December 31, 2013 and 2012, respectively. In Venezuela, government restrictions on the transfer of cash out of the country have limited our ability to repatriate cash. We do not consider the net assets of Venezuela to be integral to our ability to service our debt and operational requirements.

Operating cash outflow of $35.5 million for the three fiscal months ended March 28, 2014 reflects a net working capital use of $58.8 million as compared to $213.6 million in the three fiscal months ended March 29, 2013. The net working capital use in the three fiscal months ended March 28, 2014 is primarily due to an increase in accounts receivables and inventory of $57.1 million and $101.8 million, respectively. The increase in inventory and accounts receivable in the three fiscal months ended March 28, 2014 is consistent with the three fiscal months ended March 29, 2013. These increases are due to seasonal trends in which inventories are built in anticipation of demand during the spring and summer months when construction activity increases. The increase due to accounts receivable and inventory is partially offset by the increase in accounts payable, accrued and other liabilities of $97.1 million in the three fiscal months ended March 28, 2014 which is primarily driven by an increase in accounts payable used to fund the inventory increase. The decrease in accounts payable, accrued and other liabilities in the three fiscal months ended March 29, 2013 was also primarily driven by accounts payable which were reduced in the first quarter of 2013 by a combination of utilizing cash on the balance sheet and local credit facilities in certain foreign units, principally Brazil, Chile and Zambia. Overall, the use of working capital was partially offset by the generation of cash inflows of $23.3 million related to net income (loss) adjusted for depreciation and amortization, amortization of restricted stock awards, foreign currency exchange gains (losses), deferred income taxes, excess tax benefits from stock-based compensation, inventory impairment charge, goodwill and indefinite-lived intangible asset impairment charge, convertible debt instruments noncash interest charges and losses on disposal of property.

Operating cash inflow of $38.2 million in 2013 reflects a net working capital use of $179.6 million driven principally by a decrease in accounts payable, accrued liabilities and other liabilities of $155.8 million. The decrease in accounts payable, accrued and other liabilities is due both to the implementation of the revolving credit facility in our principal European operations which resulted in a reduction of payable balances including a more effective use of existing cash balances and an effort to more effectively utilize cash balances in certain ROW units to reduce outstanding accounts payable. Accounts receivable turnover remained consistent at 5.5 per annum turns in 2013 as compared to 5.4 turns per annum 2012. Inventory turnover remained consistent at 4.4 turns per annum in 2013 as compared to 4.3 turns per annum in 2012. More than offsetting the net working capital use of $179.6 million in the twelve fiscal months of 2013 was $217.8 million of overall net cash inflows related to net income (loss) adjusted for depreciation and amortization, amortization on restricted stock awards, foreign currency loss, non-cash asset impairment charge, deferred income tax income, excess tax deficiencies from stock based compensation, convertible debt instrument non cash interest charges, and the losses on the disposal of property.

Operating cash inflow of $272.6 million in 2012 reflects a net working capital source of $94.7 million driven principally by decreases in inventories and receivables of $105.9 million and $35.1 million, respectively. The decrease in inventory is primarily attributable to the impact of lower average metal prices during 2012 as compared to 2011. For the year ended December 31, 2012, copper prices averaged $3.62 per pound (a decrease of $0.39 per pound compared to the same period in 2011) and aluminum prices averaged $1.02 per pound (a decrease of $0.14 per pound as compared to the same period in 2011). Inventory turns remained consistent at 4.3 in 2012 and 4.4 in 2011. The decrease in accounts receivable is primarily attributable to our continued focus on improvement by efficiently managing working capital. Days sales outstanding remained consistent year over year at approximately 70 days. In addition to the net working capital source of cash in the twelve fiscal months of 2012 was $177.9 million of overall net cash inflows related to net income adjusted for non-cash items included in net income (loss) such as depreciation and amortization, amortization on restricted stock awards, foreign currency loss, loss on extinguishment of debt, deferred income tax income, excess tax deficiencies from stock based compensation, convertible debt instrument non cash interest charges, and the loss on the disposal of property.

Operating cash inflow of $97.8 million in 2011 reflects a net working capital use of $110.2 million driven principally by increases in inventories and receivables of $180.1 million and $53.9 million, respectively, which were partially offset by increases in accounts payable, accrued and other liabilities of $126.8 million. The increase in accounts receivable primarily reflects the increase in selling prices due to the increase in raw material costs. Days sales outstanding has remained constant year over year at about 71 days. The increase in inventory is primarily due to the increase in metal prices throughout the year. Inventory turns increased to 4.4 turns per year in 2011 as compared to 3.9 turns per year in 2010 due to the current year focus on reducing inventory levels by adjusting production. These cash outflows have been partially offset by increases in accounts payable, accrued and other liabilities which were primarily the result of incremental manufacturing activity due to an increase in demand and higher raw material cost inputs. More than offsetting this net working capital use of cash in the twelve fiscal months of 2011 was $208.0 million of overall net cash inflows related to net income adjusted for depreciation and amortization, amortization on restricted stock awards, foreign currency gains (losses), deferred income tax income, excess tax benefits from stock based compensation, convertible debt instrument non cash interest charges, and the gain on the disposal of property.

Cash flow used by investing activities was $26.7 million in the three fiscal months ended March 28, 2014, primarily reflecting $27.0 million of capital expenditures. We anticipate capital spending to be approximately $80 million to $100 million in 2014. Cash flow used by investing activities was $94.6 million in 2013 principally reflecting capital expenditures of $89.1 million.

Financing activities generated $49.5 million and $94.7 million of cash inflows in the three fiscal months ended March 28, 2014 and the three fiscal months ended March 29, 2013, respectively. The decrease in cash flow of financing activities is due to the payment of a quarterly cash dividend that totaled $0.18 per share of outstanding common stock or approximately $9.0 million to all common shareholders of record in the three fiscal months ended March 28, 2014 as well as stock repurchases of $30.7 million in the three fiscal months ended March 28, 2014.

Financing activities were $122.4 million of cash outflows in 2013 as compared to cash inflows of $289.6 million in 2012. The decrease in cash flow of financing activities is due to the settlement of the $355 million 2013 notes and the initiation of a regular quarterly dividend of $0.18 per quarter in 2013. During the year ended December 31, 2013, we paid in total approximately $26.7 million to all common shareholders of record. Future declarations of dividends and the establishment of future record dates and payment dates are subject to the final determination of our Board of Directors. In determining dividends, our Board of Directors takes into consideration items such as general business conditions, financial performance, projected cash flows and anticipated financing needs. Future payments of dividends is also subject to our revolving credit facility, the indentures governing the 2029 notes, 2015 notes and the 2022 notes, and the requirements of Delaware general corporation law. In addition, we purchased $19.5 million, or 597,531 of our common shares at an average price

of $32.65 per share, during the year ended December 31, 2013. We evaluate various factors such as future operating cash flow requirements, other cash flow expectations, investment and financing strategic plans and the overall cost of capital to determine the appropriate levels of short and long-term debt to maintain. See “— Debt and Other Contractual Obligations” below for details.

We had outstanding debt obligations of $1,468.0 million and $1,386.9 million as of March 28, 2014 and December 31, 2013, respectively, and we maintained approximately $740.9 million and $650 million of excess availability as of March 28, 2014 and December 31, 2013, respectively, under our various credit facilities around the world. We utilize short and long term debt to address working capital needs, debt repayments and interest as well as discretionary investments in internal product development, acquisitions, payment of dividends, repurchase of common stock and taxes. Short-term liquidity and working capital needs are generally supported through operating cash flows. We maintain ratings on our public debt; therefore, we have and expect to continue to obtain market rates on any new borrowings.

On September 25, 2012, we completed the issuance and sale of $600.0 million in aggregate principal amount of 2022 notes. The 2022 notes are jointly and severally guaranteed by each of our current and future U.S. subsidiaries that is a borrower or a guarantor under our revolving credit facility or certain of our or the guarantors’ other indebtedness. We used the proceeds of the 2022 notes to redeem all of our outstanding $200.0 million of 2017 notes that were to mature in April 2017. We used the balance of the proceeds for general corporate purposes, including repayment of borrowings under our revolving credit facility.

On July 21, 2011, we entered into a $400 million revolving credit facility, which was first amended in 2012 to increase the revolving credit facility size to $700 million and then subsequently amended and restated on September 6, 2013, to, among other things, increase the revolving credit facility to $1.0 billion, $630 million of which may be borrowed by the U.S. borrower, $300 million of which may be borrowed by the European borrowers and $70 million of which may be borrowed by the Canadian borrower. The revolving credit facility contains restrictions including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and affiliate transactions. The revolving credit facility provides us with flexibility and the restrictions in the revolving credit facility generally only apply in the event that our availability under the revolving credit facility falls below certain specific thresholds.

Failure to comply with any of the covenants, financial tests and ratios required by our existing or future debt obligations could result in a default under those agreements and under other agreements containing cross-default provisions, as defined in our revolving credit facility, 2029 notes, 2015 notes, 2022 notes and various other credit facilities maintained by our restricted subsidiaries. A default would permit lenders to cease making further extensions of credit, accelerate the maturity of the debt under these agreements and foreclose upon any collateral securing that debt. Indebtedness under our revolving credit facility is secured by: (a) for US borrowings under the revolving credit facility, a first priority security interest in substantially all of our domestic assets and, (b) for Canadian and European borrowings under the revolving credit facility, a first priority security interest in substantially all of our domestic and Canadian assets and certain assets of our Spanish, French and German subsidiaries party to the revolving credit facility. In addition, the lenders under our revolving credit facility have received a pledge of (i) 100% of the equity interests in substantially all of our domestic subsidiaries, and (ii) 65% of the voting equity interests in and 100% of the non-voting equity interests in certain of our foreign subsidiaries, including our Canadian subsidiaries and our Spanish, French and German subsidiaries party to the revolving credit facility. We also have incurred secured debt in connection with some of our European operations. The lenders under these European secured credit facilities also have liens on assets of certain of our European subsidiaries. As a result of these pledges and liens, if we fail to meet our payment or other obligations under any of our secured indebtedness, the lenders under the applicable credit agreement would be entitled to foreclose on substantially all of our assets and liquidate these assets. Broadly, cross-default provisions, would permit lenders

to cause such indebtedness to become due prior to its stated maturity in the event a default is not cured for a period of time under the terms of one or more financing agreements, a change in control or a fundamental change.

As of March 28, 2014, December 31, 2013 and December 31, 2012, we were in compliance with all material debt covenants.

Our defined benefit plans at December 31, 2013 and 2012 were underfunded by $118.3 million and $163.7 million, respectively. Pension expense for our defined benefit pension plans for the three fiscal months ended March 28, 2014 was $3.7 million and cash contributions were approximately $3.3 million. In 2013, pension expense was $20.6 million and cash contributions were $11.2 million. We recorded an after-tax gain of $32.0 million in 2013 and an after-tax loss of $21.3 million in 2012 to accumulated other comprehensive income. We estimate our 2014 pension expense for our defined benefit pension plans will be approximately $14.9 million and cash contributions are expected to be approximately $13.2 million.

We anticipate being able to meet our obligations as they come due based on historical operating and financing experience and the expected availability of funds under our current credit facilities. At March 28, 2014, maturities of long-term debt during the twelve month periods beginning March 28, 2014 through March 29, 2019 and thereafter are $285.6 million, $128.4 million, $8.1 million, $0.9 million and $265.2 million, respectively, and $779.8 million thereafter. Our contractual obligations and commercial commitments as of December 31, 2013 (in millions of dollars) are summarized below:

We have entered into various operating lease agreements related principally to certain administrative, manufacturing and distribution facilities and transportation equipment. At March 28, 2014, future minimum rental payments required under non-cancelable lease agreements during the twelve month periods beginning March 28, 2014 through March 29, 2019 and thereafter are $38.9 million, $36.7 million, $31.5 million, $21.4 million and $7.5 million, respectively, and $11.0 million thereafter. Future minimum rental payments required under non-cancelable lease agreements at December 31, 2013 were as follows: 2014 — $40.3 million, 2015 — $35.5 million, 2016 — $31.8 million, 2017 — $21.4 million, 2018 — $8.0 million and thereafter $13.9 million. Rental expense recorded in income from continuing operations was $47.0 million, $29.8 million and $20.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

As of March 28, 2014, we had $85.3 million in letters of credit, $181.8 million in various performance bonds and $323.8 million in other guarantees outstanding. As of December 31, 2013, we had $150.7 million in letters of credit, $249.3 million in various performance bonds and $380.5 million in other guarantees outstanding. Other guarantees include bank guarantees and advance payment bonds. These letters of credit, performance bonds and guarantees are periodically renewed and are generally related to risk associated with self-insurance claims, defined benefit plan obligations, contract performance, quality and other various bank and financing guarantees. Advance payment bonds are often required by customers when we obtain advance payments to secure the production of cable for long-term contracts. The advance payment bonds provide the customer protection on their deposit in the event that we do not perform under the contract. See “— Liquidity and Capital Resources” for excess availability under our various credit borrowings.

See “— Liquidity and Capital Resources — Debt and Other Contractual Obligations,” for information on debt-related guarantees.

Our expenditures for environmental compliance and remediation amounted to approximately $0.9 million and $0.6 million for the three fiscal months ended March 28, 2014 and March 29, 2013, respectively, and $3.6 million, $3.5 million and $3.3 million in 2013, 2012 and 2011, respectively. In addition, certain of our subsidiaries have been named as potentially responsible parties in proceedings that involve environmental remediation. We had accrued $2.8 million and $3.1 million at March 28, 2014 and December 31, 2013, respectively, for all environmental liabilities. Environmental matters are described in “Business — Legal Proceedings” and “Note 18 — Commitments and Contingencies” to our quarterly unaudited condensed consolidated financial statements and our annual audited consolidated financial statements included in this prospectus. While it is difficult to estimate future environmental liabilities, we do not currently anticipate any material adverse effect on results of operations, cash flows or financial position as a result of compliance with federal, state, local or foreign environmental laws or regulations or remediation costs.

Refer to “Note 18 — Commitments and Contingencies” to our quarterly unaudited condensed consolidated financial statements and our annual audited consolidated financial statements included in this prospectus for review of our litigation contingencies.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. A summary of significant accounting policies is provided in “Note 2 — Summary of Significant Accounting Policies” to our annual audited consolidated financial statements included in this prospectus. In the three fiscal months ended March 28, 2014, there have been no significant changes to these policies. The application of these policies requires management to make estimates and judgments that affect the amounts reflected in the consolidated financial statements. Management bases its estimates and judgments on historical experience, information that is available to management about current events and actions we may take in the future and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The most critical judgments impacting the financial statements include those policies described below. In addition, significant estimates and judgments include allowances for accounts receivable and deferred income taxes; legal; inventory costing and valuation; share-based compensation; uncertain tax positions; assets and obligations related to pension and other postretirement benefits; goodwill and intangible valuations; financial instruments; and revenue recognized under the percentage-of-completion method. There can be no assurance that actual results will not differ from these estimates.

The majority of our revenue is recognized when goods are shipped to the customer, title and risk of loss are transferred, pricing is fixed or determinable and collectability is reasonably assured. Most revenue transactions represent sales of inventory. A provision for payment discounts, product returns, warranty and customer rebates is estimated based upon historical experience and other relevant factors and is recorded within the same period that the revenue is recognized. We have a portion of long-term product installation contract revenue that is recognized based on the percentage-of-completion method generally based on the cost-to-cost method if there are reasonably reliable estimates of total revenue, total cost, and the extent of progress toward completion; and there is an enforceable agreement between parties who can fulfill their contractual obligations. Management reviews contract price and cost estimates periodically as the work progresses and reflects adjustments proportionate to the percentage-of-completion to income in the period when those estimates are revised. For these contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined.

The accounts receivable balance is recorded at the stated amount, less allowances for doubtful accounts, price discounts, and returns. At the time of the sale and at each quarter, we evaluate the accounts receivable balance to determine a best estimate for doubtful accounts, price discounts, and returns. We review general historical trends in the account, customer overdue balances, high risk accounts that have been specifically identified based on historical and current customer patterns, contractual obligations, and current economic conditions to determine an estimate for these allowances.

We value approximately 85% of our inventory using the average cost method and all remaining inventories are valued using the first-in, first-out (FIFO) method. To determine if a lower of cost or market adjustment is required we evaluate evidence to indicate if the cost will be recovered with an approximately normal profit upon sale in the ordinary course of business based on product groupings within the reportable segments. Metal costs, particularly copper and aluminum costs, are significant to our overall costs in inventory. Factors such as technological innovations, future demand trends, pricing environment, inventory levels and turns and specific identification of inventory items, such as regulatory-related changes or changes in engineering or material, are considered in the obsolete and slow moving inventory analysis.

We provide retirement benefits through contributory and non-contributory qualified and non-qualified defined benefit pension plans covering eligible domestic and international employees as well as through defined contribution plans and other postretirement benefits. Benefits under our qualified U.S. defined benefit pension plan generally are based on years of service multiplied by a specific fixed dollar amount, and benefits under our qualified non-U.S. defined benefit pension plans generally are based on years of service and a variety of other factors that can include a specific fixed dollar amount or a percentage of either current salary or average salary over a specific period of time. The amounts funded for any plan year for the qualified U.S. defined benefit pension plan are neither less than the minimum required under federal law nor more than the maximum amount deductible for federal income tax purposes. Our non-qualified unfunded U.S. defined benefit pension plans include a plan that provides defined benefits to select senior management employees beyond those benefits provided by other programs. Our non-qualified unfunded non-U.S. defined benefit pension plans include plans that provide retirement indemnities to employees within our European and Mediterranean and ROW businesses. Pension obligations for the non-qualified unfunded defined benefit pension plans are provided for by book reserves and are based on local practices and regulations of the respective countries. We make cash contributions for the costs of the non-qualified unfunded defined benefit pension plans as the benefits are paid.

Benefit costs for the defined benefit pension plans sponsored by us are determined based principally upon certain actuarial assumptions, including the discount rate and the expected long-term rate of return on plan assets. The weighted-average discount rate used to determine the net pension expense for 2013 was 4.12% for the U.S. defined benefit pension plans. The weighted-average discount rate as of December 31, 2013 that was used to determine benefit obligations was 4.85% for the U.S. defined benefit pension plans, and was determined based on a review of long-term bonds that receive one of the two highest ratings given by a recognized rating agency which are expected to be available during the period to maturity of the projected pension benefit obligations and based on information received from actuaries. The weighted-average discount rate used to determine the net pension cost for 2013 was 4.26% for the non-U.S. defined benefit pension plans. Non-U.S. defined benefit pension plans followed a similar evaluation process based on financial markets in those countries where we provide a defined benefit pension plan, and the weighted-average discount rate used to determine benefit obligations for our non-U.S. defined benefit pension plans was 4.36% as of December 31, 2013. Our expense under both U.S. and non-U.S. defined benefit pension plans is determined using the discount rate as of the beginning of the fiscal year, and as a result, 2014 expense for the defined benefit pension plans will be based on the weighted-average discount rate of 4.85% for U.S. plans and 4.36% for non-U.S. plans.

The weighted-average long-term expected rate of return on assets is based on input from actuaries, including their review of historical 10-year, 20-year, and 25-year rates of inflation and real rates of return on various broad equity and bond indices in conjunction with the diversification of the asset portfolio. Our overall investment strategy is to diversify our investments for the qualified U.S. defined benefit pension plan based on an asset allocation assumption of 65% allocated to equity investments, with an expected real rate of return of 8%, and 35% to fixed-income investments, with an expected real rate of return of 2%, and an assumed long-term rate of inflation of 3%. Equity investments primarily include investments in large-cap and mid-cap companies primarily located in the United States.

The determination of pension expense for the qualified defined benefit pension plans is based on the fair market value of assets as of the measurement date. Investment gains and losses are recognized in the measurement of assets immediately. Such gains and losses will be amortized and recognized as part of the annual benefit cost to the extent that unrecognized net gains and losses from all sources exceed 10% of the greater of the projected benefit obligation or the market value of assets.

We evaluate our actuarial assumptions at least annually, and adjust them as necessary. We use a measurement date of December 31 for all of our defined benefit pension plans. In 2013, pension expense for our defined benefit pension plans was $20.6 million. Based on a weighted-average expected rate of return on plan

assets of 6.66%, a weighted-average discount rate of 4.21% and various other assumptions, we estimate our 2014 pension expense for our defined benefit pension plans will decrease to approximately $14.9 million. A 1% decrease in the assumed discount rate would increase pension expense by approximately $5.5 million. Future pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the populations participating in the plans. In the event that actual results differ from the actuarial assumptions, the funded status of the defined benefit pension plans may change and any such change could result in a charge or credit to equity and an increase or decrease in future pension expense and cash contributions.

Our investment policies and strategies, categories of plan assets, fair value measurements of plan assets, and significant concentrations of risk are described in further detail in “Note 12 — Employee Benefit Plans” to our annual audited consolidated financial statements included in this prospectus.

We are subject to income tax in numerous United States federal, state, and foreign jurisdictions. Significant judgments and estimates are inherent in determining our consolidated income tax expense, current tax payable, deferred tax assets and liabilities, and liabilities for uncertain tax positions. Future events such as changes in business conditions, tax legislation, tax audit resolutions, or foreign earnings repatriation plans could materially impact these estimates and our tax position.

Deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. At December 31, 2013, we recorded a net deferred tax liability of $168.8 million ($49.3 million net current deferred tax asset less $218.1 million net long term deferred tax liability). The valuation of deferred tax assets is dependent on, among other things, our ability to generate a sufficient level of future taxable income. In estimating future taxable income, we have considered both positive and negative evidence, such as historical and forecasted results of operations, including prior losses, and has considered the implementation of prudent and feasible tax planning strategies. As of December 31, 2013, we recorded a valuation allowance of $93.8 million to reduce deferred tax assets to the amount judged more likely than not to be realized. We have and will continue to review on a quarterly basis our assumptions and tax planning strategies, and, if the amount of the estimated realizable deferred tax assets is less than the amount currently on the balance sheet, we will reduce our deferred tax asset, recognizing a non-cash charge against reported earnings. Likewise, if we determine that a valuation allowance against a deferred tax asset is no longer appropriate, the adjustment to the valuation allowance would reduce income tax expense.

We operate in multiple jurisdictions with complex tax policies and regulations. In certain jurisdictions, we have taken tax positions that we believe are supportable, but which could be subject to challenge by the tax authorities. These tax positions are evaluated and liabilities for uncertain tax positions are established in accordance with the ASC 740 — Income Taxes tax accounting guidance. The status of uncertain tax positions is reviewed in light of changing facts and circumstances, such as tax audits, rulings, and case law, and the related liabilities are adjusted accordingly.

We continuously monitor the deferred tax position of all business units to determine whether a valuation allowance should be recorded. Full valuation allowances are currently recorded against deferred tax assets in nine significant business units. We are closely monitoring the deferred tax asset situation in New Zealand. The New Zealand business unit has been operating at marginal profitability in recent years due to depressed economic conditions and increased competition in the local market. After weighing all positive and negative evidence and factoring in prudent and feasible tax planning strategies, management has judged that it is more likely than not that a future tax benefit for the New Zealand business’s $5.6 million of net deferred tax assets will be realized. Future deterioration in the New Zealand unit’s profitability could result in the need to record a valuation allowance against its deferred tax assets in a subsequent period.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties are included within the related tax liability line item in the consolidated balance sheet.

The valuation and classification of long-lived assets and the assignment of useful depreciable and amortizable lives and salvage values involve significant judgments and the use of estimates. The testing of these long-lived assets for impairment also requires a significant amount of judgment and assumptions, particularly as it relates to identification of asset groups and the determination of fair market value. We periodically evaluate the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. We evaluate events or changes in circumstances based on historical operating results, forecasts, general and industry trends and anticipated cash flows. Impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. Impairment losses are measured as the amount by which the carrying value of an asset exceeds its fair value and are recognized in earnings. We also continually evaluate the estimated useful lives of all long-lived assets and, when warranted, revise such estimates based on current events.

Goodwill and intangible assets with indefinite useful lives are not amortized, but are reviewed at least annually for impairment. We typically complete our annual impairment test within the fourth quarter of each year. In addition, we evaluate the carrying value between the valuations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Events or circumstances may include, but are not limited to, a significant change in legal factors or in the business climate, adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, possible sale or disposal of a reporting unit or a significant portion of a reporting unit, significant changes in financial projections or significant changes in the market capitalization.

During the evaluation of impairment, we compare the fair value of the reporting unit to our carrying amount to determine if there is potential goodwill impairment. Our impairment testing for goodwill and indefinite-lived intangibles is performed separately. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of the goodwill. The impairment test for our indefinite-lived intangible assets involves comparing the fair value of the intangibles to their carrying values. If the carrying amount of an intangible asset with an indefinite life exceeds its fair value, an impairment loss would be recognized in the amount equal to the excess. If this fair value is less than the reporting unit’s carrying value, a second step is required to measure the amount of impairment, if any. If the fair value of a reporting unit exceeds its carrying value, the second step is not required. Our market capitalization is a consideration during the annual impairment test. The reporting unit comprising the goodwill is only a portion of the entire company. We must apply assumptions to compare our market capitalization to the reporting unit being assessed. First, a portion of the market capitalization is allocated to the reporting unit. This value is then increased by a control premium. To develop the control premium assumption, management considered other recent transactions within the industry and the control premium realized in those transactions.

To determine the fair value of the reporting unit at the interim dates and the annual impairment testing date, we employ an income and market-based approach with each being weighted equally. Under the income approach, we use a discounted cash flow method to calculate the fair value based on the present value of estimated future cash flows. Assumptions used in the discounted cash flow method, such as forecasted operating results, expected growth rates, working capital needs, tax rates, and cost of capital, are based on the current market conditions and are consistent with internal management projections. The cost of capital rate selected is based on consideration of the risks inherent in the investment and market rates of return available from alternative investments of similar type and quality as of the valuation date. The guideline public company method is used for the market approach. The approach provides an estimate of value using multiples of earnings

derived from the market values of publicly traded companies in the cable and wire industry. In addition to the selection of guideline companies, the market approach includes an analysis of our financial and operating performance, risk, profitability, and growth as compared to the reporting unit.

In September 2013, we began the review of the 2014 plan projections for the PDIC reporting unit. Based on preliminary results we noted the projected results for the 2013 forecast and the 2014 plan were significantly below the projections used for the 2012 impairment process, perhaps indicating a change in the business climate. Therefore, we decided to complete the 2013 goodwill and indefinite-lived intangible assets impairment analysis as of September 27, 2013 due to this impairment indicator for the PDIC reporting unit. We updated the goodwill and indefinite-lived intangible assets impairment analysis as of October 31, 2013, the annual impairment testing date. The results for the interim and the annual goodwill and indefinite-lived intangible assets impairment analysis are detailed below.

Our interim impairment test, as of September 27, 2013, for both goodwill and indefinite lived intangibles assets, indicated there was no impairment. The carrying value of the goodwill at the PDIC reporting unit was $165.1 million as of September 27, 2013. While we believe that the assumptions and estimates utilized in the testing are appropriate, multiples of earnings, future changes in judgments, assumptions and estimates that are used in our annual impairment testing, including discount and tax rates, future cash flow projections, or our stock price, could result in significantly different estimates of fair value. For the September 2013 impairment analysis, we used a discount rate of 11.5% and a residual growth rate of 4.6%. The discount rate used in the prior year was 12%. The decrease was primarily due to lower relevered betas expected for comparable business or economic fundamentals impacting the reporting unit compared to the prior year. The residual growth rate decreased compared with the rate utilized in the 2012 impairment analysis due to lower expected long-term GDP growth for countries in which the reporting unit operates. As noted, changes in these estimates and assumptions could materially affect the results of Step 1 of the goodwill impairment tests. For example, an increase in the discount rate of 100 basis points or a decrease in the residual growth rate of 110 basis points would result in a decrease to the fair value of $62 million and $27 million, respectively. The fair value would still exceed the carrying value if these changes were made when employing an income and market-based approach. Overall, a decrease of 5% in the estimated fair value of any of our reporting units would not result in a failure of Step 1.

Our annual impairment test, as of October 31, 2013, for both goodwill and indefinite lived intangibles assets, indicated there was no impairment. The carrying value of the goodwill at the PDIC reporting unit was $161.6 million as of December 31, 2013. While we believe that the assumptions and estimates utilized in the testing are appropriate, multiples of earnings, future changes in judgments, assumptions and estimates that are used in our annual impairment testing, including discount and tax rates, future cash flow projections, or our stock price, could result in significantly different estimates of fair value. For the 2013 annual impairment analysis, we used a discount rate of 11.5% and a residual growth rate of 4.6%. The assumptions were consistent with the interim impairment test as of September 27, 2013. As noted, changes in these estimates and assumptions could materially affect the results of Step 1 of the goodwill impairment tests. For example, an increase in the discount rate of 100 basis points or a decrease in the residual growth rate of 110 basis points would result in a decrease to the fair value of $63 million and $27 million, respectively. The fair value would still exceed the carrying value if these changes were made when employing an income and market-based approach. Overall, a decrease of 4% in the estimated fair value of any of our reporting units would not result in a failure of Step 1.

At December 31, 2013, we noted there were no events that occurred or circumstances that changed that would more likely than not reduce the fair value of the reporting unit below its carrying amount. At December 31, 2013, our market capitalization was less than our net assets but consistent with the market capitalization at the goodwill impairment testing performed as of October 31, 2013; therefore, no additional impairment indicators were noted.

We performed the first step of the indefinite-lived intangible assets impairment test. In Step 1 of the impairment test, we determined the fair value of the indefinite-lived intangible assets exceeded their carrying value; therefore, it was determined that no impairment existed. Step 2 was not required.

As described above, at October 31, 2013 and December 31, 2013 the estimated fair value of the goodwill at our PDIC reporting unit and the indefinite-lived intangible assets exceeded their corresponding carrying amount including recorded goodwill; however, in the three fiscal months ended March 28, 2014 the following events occurred which reduced the fair value of the reporting unit and the indefinite-lived intangible tradename associated with the PDIC acquisition, referred to as “tradename:”

Based on the decrease of our cash flow projections for the PDIC reporting unit, we completed an impairment test for the tradename. The fair value of the tradename is based on the discounted cash flows the tradename can be expected to generate in the future. Based on the results of the valuation, the carrying amount of the tradename exceeded the fair value. The impairment valuation resulted in a $93.4 million impairment charge related to the tradename in the ROW operating segment. The impairment charge has been recorded in the indefinite-lived intangible asset impairment charge caption on the condensed consolidated statements of operations and comprehensive income (loss). The remaining value of the indefinite-lived intangible tradename associated with the PDIC reporting unit recorded in the consolidated balance sheet at March 28, 2014 was $32.2 million. At March 28, 2014 the fair value of the tradename is equal to its carrying amount and any adverse change to the key assumptions used to measure discounted cash flows could result in a decrease in fair value that may result in additional indefinite long-lived asset impairment charges.

Based upon the combination of the above factors we concluded that goodwill impairment indicators existed as of March 28, 2014. As a result, we performed an interim goodwill impairment analysis as of March 28, 2014. We have engaged an outside valuation advisor to assist in valuing our reporting unit and preparing the goodwill impairment analysis. To determine the fair value of the reporting unit, we employ an income and market-based approach with each being weighted equally. Under the income approach, we use a discounted cash flow method to calculate the fair value based on the present value of estimated future cash flows. Assumptions used in the discounted cash flow method, such as forecasted operating results, expected growth rates, working capital needs, tax rates, and cost of capital, are based on the current market conditions and are consistent with internal management projections. The cost of capital rate selected is based on consideration of the risks inherent in the investment and market rates of return available from alternative investments of similar type and quality as of the valuation date. The guideline public company method is used for the market approach. The approach provides an estimate of value using multiples of earnings derived from the market values of publicly traded companies in the cable and wire industry. In addition to the selection of guideline companies, the market approach includes an analysis of our financial and operating performance risk, profitability, and growth as compared to the reporting unit.

We performed the first step of the goodwill impairment assessment. In Step 1 of the goodwill impairment test, we compared the fair value of the reporting unit, the entities purchased in the October 31, 2007 PDIC acquisition, to its carrying amount, including goodwill of $154.5 million. Based on the results of the valuation, the carrying amount of the reporting unit exceeded the fair value. As a result, we are required to perform Step 2 of the goodwill impairment test to determine the amount, if any, of goodwill impairment charges to be recorded by us. The Step 2 analysis requires us to perform a theoretical purchase price allocation for the reporting unit to determine the implied fair value of goodwill and to compare the implied fair value of goodwill to the recorded amount of goodwill. The estimate of fair value requires significant judgment. Based on the results of Step 1 of the impairment analysis and the preliminary results of Step 2, we believe that an impairment loss is probable and based on a preliminary estimate, after consultation with a third party valuation specialist, we recognized an impairment charge equal to the total recorded PDIC goodwill of $155.1 million in the ROW operating segment. The impairment charge has been recorded in the goodwill impairment charge caption on the condensed consolidated statements of operations and comprehensive income (loss). This measurement of impairment loss is an estimate as of March 28, 2014. Upon completion of the Step 2 requirements, the initial charge may be updated to reflect a modification of the initial impairment estimate in the second quarter of 2014. Any adjustment to the impairment charge, which we do not expect to be material, would be recorded in the condensed consolidated financial statements in the second quarter of 2014.

Intangible assets that are not deemed to have indefinite lives are amortized over their useful lives.

There are certain employees with various forms of share-based payment awards for which we recognize compensation costs for these awards based on their fair values. The fair values of certain awards are estimated on the grant date using the Black-Scholes option pricing formula, which incorporates certain assumptions regarding the expected term of an award and expected stock price volatility. We will develop the expected term assumptions based on the vesting period and contractual term of an award, historical exercise and post-vesting cancellation experience, stock price history, plan provisions that require exercise or cancellation of awards after employees terminate, and the extent to which currently available information indicates that the future is reasonably expected to differ from past experience. We develop the expected volatility assumptions based on the monthly historical price data from our common stock and other economic data trended into future years. After calculating the aggregate fair value of an award, we use an estimated forfeiture rate to discount the amount of share-based compensation costs to be recognized in the operating results over the service period of the award. We develop the forfeiture assumption based on our historical pre-vesting cancellation experience. Key assumptions are described in further detail in “Note 14 — Share-Based Compensation” to our annual audited consolidated financial statements included in this prospectus.

A discussion of recently issued accounting pronouncements is described in “Note 2 — Summary of Significant Accounting Policies” to our annual audited consolidated financial statements included in this prospectus, and we incorporate such discussion in this MD&A by reference and make it a part hereof. In the three fiscal months ended March 28, 2014, there have been no recent accounting pronouncements that are expected to have a significant effect on our consolidated financial statements.

The Venezuelan government has maintained currency controls and a fixed official exchange rate since February 2003. The Commission for the Administration of Foreign Exchange (CADIVI) until recently controlled the sale and purchase of foreign currency in Venezuela. In 2011, CADIVI established an official exchange rate of 4.30 Venezuelan BsF to 1 U.S. dollar, referred to as the “prior official rate.” On February 13, 2013 the Venezuelan government announced the devaluation of its currency from 4.30 BsF per U.S. dollar to 6.30 BsF per U.S. dollar, referred to as the “official rate.”

In March 2013, the Venezuelan government announced the creation of a new alternative currency exchange system authorizing certain companies that operate in designated industry sectors to exchange a limited volume of bolivars for dollars at a bid rate established via weekly auctions under the Complementary System of Foreign Currency Acquirement, referred to as “SICAD 1.” These auctions began weekly in October 2013 and the Central Bank of Venezuela began publishing the average exchange rate resulting from the weekly SICAD 1 auctions in December 2013.

On January 24, 2014, the Venezuelan government announced the establishment of a dual exchange rate system. A rate of 6.30 BsF per U.S. dollar will be applied to priority sectors, while other sectors of the economy are eligible to apply an exchange rate determined based on the results of the Venezuelan central bank’s system of weekly currency auctions, SICAD 1, to a wider range of transactions. In January 2014, the Venezuelan government also announced the replacement of CADIVI with a new foreign currency administration, the National Center for Foreign Commerce (CENCOEX). An entity may seek approval to transact through the CENCOEX mechanism at the official rate; however, we understand that certain transactions may be approved at the latest published SICAD 1 rate depending on an entity’s facts and circumstances. The approximate SICAD 1 rate at March 28, 2014 was 10.8 BsF per U.S. dollar.

On February 19, 2014, the Venezuelan government announced plans for another currency exchange mechanism, referred to as “SICAD 2,” which allows authorized foreign exchange operators, such as regulated banks and capital market brokers, to act as intermediaries in the sale of acquisitions of foreign currency. Once regulated, this may facilitate easier access to foreign currency. The SICAD 2 rate is intended to more closely resemble a market-driven exchange rate compared to the rates provided by Venezuela’s other regulated exchange mechanisms. SICAD 2 became effective on March 24, 2014 and the approximate SICAD 2 rate at March 28, 2014 was 50 BsF per U.S. dollar.

The functional currency of our subsidiary in Venezuela is the U.S. dollar. Due to the impact of the devaluation on February 13, 2013, we recorded a pre-tax charge of $40.9 million in the year ended December 31, 2013 primarily related to the remeasurement of the local Venezuelan balance sheet on the date of the devaluation at the 6.30 BsF per U.S. dollar rate. At December 31, 2013, we were still able to import copper at the official rate. In 2013, we remeasured the monetary assets and liabilities denominated in bolivars of our Venezuelan subsidiary at the official rate.

In the three fiscal months ended March 28, 2014, limited amounts of dollars were approved at the official rate, including $2.2 million which was approved for payment of copper imports that were authorized in 2013 at the rate of 6.30 BsF per U.S. dollar, the official rate, and $0.8 million that was authorized at the 4.30 BsF per U.S. dollar rate. There were approximately $42.8 million of U.S. dollar payables which we expect to settle at the official rate.

As of March 28, 2014, our industry group, and hence General Cable, was not eligible for participation in the SICAD 1 auctions. If we become eligible for SICAD 1 auction, that is, the wire and cable industry is named an eligible bidder in an auction called by CENCOEX, we would be eligible to purchase U.S. dollars but likely in government restricted amounts. There are uncertainties as to the restrictions placed on eligible participants and the amount of U.S. dollars available for purchase through the auction process, However, when the Venezuelan government issued Exchange Agreement No. 25 on January 24, 2014, it indicated that the published exchange rate resulting from the latest SICAD 1 auction would be used for certain transactions and activities that previously were subject to the official rate of 6.30 BsF per U.S. dollar, including foreign investments.

After consultation with Venezuelan legal counsel, our management has determined as of March 28, 2014 that “foreign investments” in Exchange Agreement No. 25 should be interpreted to mean that future dividend remittances would be transacted at the exchange rate established through the SICAD 1 auction process, and should be used as the exchange rate required to remeasure our net monetary assets, after giving consideration to the U.S. dollar-denominated payables noted above which we expect the Venezuelan government to approve and settle by using U.S. dollars obtained at the official rate.

Recognizing there is considerable uncertainty as to the nature of transactions that will flow through SICAD 1 auction and how SICAD 1 auction will operate in the future, effective with the fiscal quarter ended March 28, 2014, we expect that the majority of Venezuelan subsidiary’s net monetary assets will be remeasured at the SICAD 1 rate since that is the rate we now believe, based in part on the advice of Venezuelan legal counsel, will be applicable for future dividend remittances. Although the CENCOEX approval process for U.S. dollar copper payments has been very slow, we continue to believe that transactions for imports of essential goods, such as copper purchases needed for the production of wire and cable, will be settled at the official rate and we expect to continue to receive authorizations and payments at this rate, which we will use for remeasuring the applicable U.S. dollar-denominated liabilities. In applying the SICAD 1 exchange rate of 10.8 BsF per U.S. dollar to certain of our monetary assets and liabilities, we recorded a devaluation charge of $83.1 million for the three fiscal months ended March 28, 2014 which was included in other income (expense) within the condensed consolidated statements of operations and comprehensive income (loss).

We do not intend to utilize the SICAD 2 foreign exchange mechanism at the prevailing exchange rates. We have assessed a number of factors, including the limited number of SICAD 2 auctions held to date, our ability to access the SICAD 2 exchange to date, the restrictions placed on eligible participants, the amount of U.S. dollars available for purchase through the auction process, and the historical lack of official information about the resulting SICAD 2 rate. At this time, based upon our assessment, we do not believe it would be appropriate to use rates from the SICAD 2 exchange system for financial reporting purposes at March 28, 2014.

In addition to the aforementioned exchange controls, the Venezuelan President used decree power to pass the Law of Costs, Earnings, and Fair Profits, which became effective in January 2014, authorizing, among other things, the Venezuelan government to set maximum pricing limits in the private sector. Therefore, the majority of our product portfolio in Venezuela is subject to price controls, which may restrict our ability to increase prices more than 30% higher than product costs. Until this law is removed or revised to allow for a higher level of pricing, the Venezuelan operating profit margin is expected to be lower than historical and previously projected future profit levels. In addition, ongoing labor negotiations and expected continuing social unrest in Venezuela are expected to result in lower than historical and previously projected future profit levels.

The Venezuelan subsidiary is a part of the PDIC reporting unit. At December 31, 2013, the estimated fair value of the goodwill and other indefinite-lived intangibles at our PDIC reporting unit exceeded its corresponding carrying amount including recorded goodwill and other indefinite-lived intangibles. However, due to the estimated decline in the operating results of the Venezuelan subsidiary related to the Venezuelan government’s new foreign exchange laws, price controls and social unrest, we have completed a Step 1 impairment assessment. See “— Critical Accounting Policies and Estimates — Long-Lived Assets, Goodwill and Impairment” and “Note 6 — Goodwill and Other Intangible Assets” in our quarterly unaudited condensed consolidated financial statements included in this prospectus for additional information.

At March 28, 2014, December 31, 2013 and December 31, 2012, our total assets in Venezuela were $222.4 million, $367.3 million and $348.2 million and total liabilities were $78.5 million, $102.7 million and $108.2 million, respectively. At March 28, 2014, December 31, 2013 and December 31, 2012, total assets included BsF denominated monetary assets of $151.9 million, $238.3 million and $202.2 million, which consisted primarily of $113.9 million, $194.0 million and $142.1 million of cash, and $30.0 million, $39.6 million and $56.9 million of accounts receivable, respectively. At March 28, 2014, December 31, 2013 and December 31, 2012, total liabilities included BsF denominated monetary liabilities of $35.7 million, $65.1 million and $73.2 million, which consisted primarily of accounts payable and other current and non-current accruals, respectively.

Our sales in Venezuela were 3% of consolidated net sales for the three fiscal months ended March 28, 2014 and March 29, 2013. Operating income in Venezuela was 19% and 18% of consolidated operating income for the three fiscal months ended March 28, 2014 and March 29, 2013, respectively. Sales in Venezuela were 4% of our consolidated net sales for each of the years ended December 31, 2013 and 2012. Operating income in Venezuela was 31% and 29% of our consolidated operating income for the year ended December 31, 2013 and 2012, respectively.

For the three fiscal months ended March 28, 2014, 100% of Venezuela’s sales were BsF denominated. For the three fiscal months ended March 28, 2014, Venezuela’s cost of sales were approximately 54% BsF denominated and approximately 46% U.S. dollar denominated. For the three fiscal months ended March 29, 2013, Venezuela’s sales and cost of sales were approximately 100% and 41% BsF denominated and approximately 0% and 59% U.S. dollar denominated, respectively. For the year ended December 31, 2013, Venezuela’s sales and cost of goods sold were approximately 99% and 41% BsF denominated and approximately 1% and 59% U.S. dollar denominated, respectively. For the year ended December 31, 2012, Venezuela’s sales and cost of goods sold were approximately 98% and 39% BsF denominated and approximately 2% and 61% U.S. dollar denominated, respectively.

During the three fiscal months ended March 28, 2014, we settled $3.0 million U.S. dollar denominated intercompany payables and accounts payable in Venezuela. Of the $3.0 million settled in the three fiscal months ended March 28, 2014, $2.2 million was authorized for payment of copper imports at the rate of 6.30 BsF per U.S. dollar and $0.8 million was authorized at the rate of 4.30 BsF per U.S. dollar. At March 28, 2014, there were approximately $42.8 million of U.S. dollar payables which we expect to settle at the official rate. Approximately $20.8 million of the requested settlements have been outstanding less than 90 days and $22.0 million have been outstanding over 90 days. Currency exchange controls in Venezuela continue to limit our ability to repatriate funds from Venezuela. We do not consider the net assets of Venezuela to be integral to our ability to service our debt and operational requirements.

During the three fiscal months ended March 29, 2013, we settled $7.1 million of U.S. dollar denominated intercompany payables and accounts payable in Venezuela at the rate of 4.30 BsF per U.S. dollar. Settlements were made at the rate of 4.30 BsF per U.S. dollar on U.S. dollar denominated intercompany payables and accounts payable in the three fiscal months ended March 29, 2013 because the authorization for copper imports was submitted prior to the devaluation on February 13, 2013.

During the years ended December 31, 2013 and 2012, we settled $55.9 million and $83.3 million of U.S. dollar denominated intercompany payables and accounts payable in Venezuela, respectively. For the year ended December 31, 2013, settlements were made at the rate of 4.30 BsF per U.S. dollar on U.S. dollar denominated intercompany payables and accounts payable. Settlements were made at the rate of 4.30 BsF per U.S. dollar on U.S. dollar denominated intercompany payables and accounts payable in the year ended December 31, 2013 because the authorization for copper imports was submitted prior to the devaluation on February 13, 2013. For the year ended December 31, 2012 and 2011, all transactions were settled at the 4.30 BsF per U.S. dollar rate, the official rate during this time. At December 31, 2013, $37.6 million of requests of U.S. dollars to settle U.S. dollar denominated intercompany payables remained pending with CADIVI, which we expect will be settled at the 6.30 BsF per U.S. dollar rate. Approximately $22.4 million of the requested settlements have been pending up to 30

days, $15.1 million have been pending up to 180 days, and $0.1 million have been pending over 180 days. All monetary assets and liabilities were remeasured at 6.30 BsF per U.S. dollar at December 31, 2013, the rate we expected to remit dividends.

As a result of government restrictions, Venezuela continues to operate in a difficult economic environment. We have historically taken steps to address operational challenges including obtaining approval of copper imports at the official rates, purchasing other raw material products domestically, and adjusting prices to reflect raw material cost and adherence to government price controls. These regulations, when considered with other governmental policies impacting labor force reductions and other circumstances in Venezuela, may limit our ability to fully benefit from and maintain our controlling financial interest in our Venezuelan subsidiaries. The financial impact on our operations in Venezuela of these events and associated ongoing restrictions are uncertain. At March 28, 2014 management expects ongoing operations to continue in Venezuela, but continues to monitor the economic conditions.

We are exposed to various market risks, including changes in interest rates, foreign currency exchange rates and raw material (commodity) prices. To manage risks associated with the volatility of these natural business exposures, we enter into interest rate, commodity and foreign currency derivative agreements, as well as copper and aluminum forward pricing agreements. We do not purchase or sell derivative instruments for trading purposes. We do not engage in trading activities involving commodity contracts for which a lack of marketplace quotations would necessitate the use of fair value estimation techniques. Depending on the extent of an unrealized loss position on a derivative contract held by us, certain counterparties may require a deposit to secure the derivative contract position. As of March 28, 2014 and December 31, 2013, there were no contracts held by us that required collateral to secure our derivative positions.

In 2013 we repaid the outstanding obligations of the Spanish Term Loans. During 2013, we utilized interest rate swaps to manage our interest expense exposure by fixing our interest rate on portions of our floating rate debt. We had entered into interest rate swaps on our Spanish Term Loans, as discussed in “Note 9 — Long-Term Debt” to our annual audited consolidated financial statements included in this prospectus. We did not provide or receive any collateral specifically for these contracts. The fair value of these financial derivatives which are designated as and qualify as cash flow hedges are based on quoted market prices which reflect the present values of the difference between estimated future variable-rate receipts and future fixed-rate payments.

There were no derivatives that were designated as cash flow hedges at March 28, 2014 and December 31, 2013. At December 31, 2012, the net unrealized loss on interest rate derivatives and the related carrying value was $0.2 million. All interest rate derivatives are marked-to-market with changes in the fair value of qualifying cash flow hedges recorded as other comprehensive income.

The costs of copper and aluminum, the most significant raw materials we use, have been subject to considerable volatility caused by supply conditions, weather, political and economic variables as well as other unknown and unpredictable variables. During the past few years, global copper prices have established average record highs as demonstrated in “Business — Raw Materials.” This copper and aluminum price volatility is representative of all reportable segments. In addition, we have historically experienced volatility on 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, we attempt to adjust selling prices in most of our markets in order to offset the impact of this raw material price and other cost volatility on reported earnings. Our ability to execute and ultimately realize price adjustments is influenced by competitive conditions in its markets, including manufacturing capacity utilization.

We enter into commodity instruments to hedge the purchase of copper, aluminum as well as other raw materials in future periods. Principal transactions hedged during the year were firm sales and purchase commitments. We account for these commodity instruments as cash flow or economic hedges. Changes in the fair value of derivatives that are designated as cash flow hedges are recorded in other comprehensive income and reclassified to cost of sales when the effects of the items being hedged are realized. As of March 28, 2014 and December 31, 2013, there were no derivatives that were designated as cash flow hedges. Changes in the fair value of economic hedges are recognized in current period earnings in other income (expense).

At December 31, 2012, the Company had an unrealized loss of $0.9 million on commodity futures.

In addition, we enter into forward pricing agreements for the purchase of copper and aluminum for delivery in a future month to match certain sales transactions. We account for these forward pricing arrangements under the “normal purchases and normal sales” scope exemption because these arrangements are for purchases of copper and aluminum that will be delivered in quantities expected to be used by us over a reasonable period of time in the normal course of business. For these arrangements, it is probable at the inception and throughout the life of the arrangements that the arrangements will not settle net and will result in physical delivery of the inventory. At December 31, 2013 and 2012, we had $10.1 million and $37.7 million, respectively, of future copper and aluminum purchases that were under forward pricing agreements. At December 31, 2013 and 2012, we had an unrealized gain of $0.5 million and an unrealized loss of $0.3 million, respectively, related to these transactions. We expect the unrealized gains under these agreements to offset firm sales price commitments with customers.

We operate in multiple countries throughout the globe; therefore, our company is exposed to fluctuations in foreign currency exchange rate. We are exposed to transactional foreign currency risk, the risk when transactions not denominated in the functional currency in which our company operates are revalued. We enter into foreign currency exchange contracts principally to hedge the currency fluctuations in certain transactions denominated in foreign currencies, thereby limiting our risk that would otherwise result from changes in exchange rates. Principal transactions hedged during the year were firm sales and purchase commitments. The fair value of foreign currency contracts represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices.

We account for these foreign currency exchange contracts as cash flow or economic hedges. Changes in the fair value of derivatives that are designated as cash flow hedges are recorded in other comprehensive income and reclassified to the other income (expense) when the effects of the items being hedged are realized. Changes in the fair value of economic hedges are recognized in current period earnings in other income (expense). At December 31, 2012, the net unrealized loss on foreign currency contracts was $0.2 million.

In addition, to mitigate these risks, we believe it is appropriate to finance those operations with borrowings denominated in the local currency to the extent practicable where debt financing is desirable or necessary. Considerations which influence the amount of such borrowings include long- and short-term business plans, tax implications, and the availability of borrowings with acceptable interest rates and terms. In those countries where the local currency is the designated functional currency, this strategy mitigates the risk of reported losses or gains in the event the foreign currency strengthens or weakens against the U.S. dollar.

We also have exposure to foreign currency exchange risk when the results of our international operating units are translated from the local currency into the U.S. dollar. At December 31, 2013 and 2012, the accumulated other comprehensive income (loss) account included in the total equity section of the consolidated balance sheet included a cumulative translation loss of $67.1 million and $27.9 million, respectively. A 10% percent increase in the value of the US dollar relative to foreign currencies would increase the cumulative translation loss resulting in a cumulative translation loss of approximately $120.0 million in 2013. This sensitivity analysis is inherently limited as it assumes that rates of multiple foreign currencies will always move in the same direction relative to the value of the U.S. dollar.

Uncertainty in the global market conditions has resulted in, and may continue to cause, significant volatility in foreign currency exchange rates which could increase these risks, particularly in our emerging or developing markets within our ROW segment, which have historically been subject to considerable foreign currency exchange rate volatility, particularly in Venezuela. See “— Venezuelan Operations” for further detail.

Unrealized gains and losses on the designated cash flow hedge financial instruments identified above are recorded in other comprehensive income (loss) until the underlying transaction occurs and is recorded in the consolidated statement of operations at which point such amounts included in other comprehensive income (loss) are recognized in earnings. This recognition generally will occur over periods of less than one year. During the years ended December 31, 2013 and 2012, a pre-tax loss of $2.0 million and a pre-tax loss of $4.4 million, respectively, were reclassified from accumulated other comprehensive income to the consolidated statement of operations.

The notional amounts and fair values of these designated cash flow financial instruments at March 28, 2014, December 31, 2013 and 2012 are shown below (in millions). There are no derivatives that are designated as cash flow hedges at March 28, 2014 and December 31, 2013. The net carrying amount of the designated cash flow hedge financial instruments was a net liability of $1.3 million at December 31, 2012.

By operating under these guiding principles, we have been able to build a strong market position in each of the segments in which we compete. Our key performance indicators are considered to be volume, as measured in metal pounds sold, operating income, net income, earnings before interest, tax, depreciation and amortization, referred to as “EBITDA,” earnings per share, operating cash flows, the cash conversion cycle, returns on capital employed and invested capital and working capital efficiency.

We are a Delaware corporation and were incorporated in 1994. We and our predecessors have served various wire and cable markets for over 150 years. Our immediate predecessor was a unit of American Premier Underwriters, Inc., referred to as “American Premier,” previously known as The Penn Central Corporation. American Premier acquired our existing wire and cable business in 1981. In 1994, a subsidiary of Wassall PLC acquired the predecessor by purchase of General Cable’s outstanding subordinated promissory note, General Cable’s common stock held by American Premier and a tender offer for the publicly-held General Cable common stock. In 1997, Wassall consummated public offerings for the sale of all of its interest in General Cable’s common stock. We have operated as an independent public company since completion of the offerings and our common stock is traded on the New York Stock Exchange under the ticker symbol, BGC.

Our operating structure is the basis for our financial reporting. Our three segments include North America, Europe and Mediterranean, and Rest of World, or “ROW”. Additional financial information regarding the segments appears in “Note 17 — Segment Information” to our quarterly unaudited condensed consolidated financial statements and our annual audited consolidated financial statements included in this prospectus.

The North America segment engages in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, construction, specialty and communications markets principally for use in the electric utility, electrical infrastructure, construction, and communications industries, as well as manufacture and distribution of rod mill wire and cable products primarily in the United States and Canada. The North America segment contributed approximately 43%, 39% and 36% of our consolidated revenues for 2013, 2012 and 2011, respectively.

This segment has expanded in recent years due to several key acquisitions. On September 4, 2012, we completed the acquisition of the North American business of Alcan Cable North America and on November 2, 2012, we acquired Prestolite Wire LLC; these acquisitions have created synergies, expanded the range of product offerings and increased production capacity in North America.

As of March 28, 2014, the North America segment consists of 25 manufacturing facilities across the region. Additionally, the North America segment has regional centers of excellence and state-of-the-art laboratories for technical expertise and innovation in material technology and compounding, electrical testing, data cables, and specialty and military cables.

The Europe and Mediterranean segment engages in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the energy, industrial, construction, specialty and communications markets principally for use in the electric utility, electrical infrastructure, construction, and communications industries with operations in Algeria, Angola, Egypt, France, Germany, Norway, Portugal and Spain, and sells into markets throughout Europe, the Mediterranean and Africa. Additionally, the Europe and Mediterranean segment engages in the design, integration, and installation on a turn-key basis of products such as high and extra-high voltage terrestrial and submarine systems around the world. The Europe and Mediterranean segment contributed approximately 25%, 28% and 30% of our consolidated revenues for 2013, 2012, and 2011, respectively.

As of March 28, 2014, the Europe and Mediterranean segment consists of 10 manufacturing facilities across the region. Additionally, the Europe and Mediterranean segment has regional centers of excellence and state-of-the-art laboratories for high and extra-high voltage power cables and systems, submarine power and communications systems, and halogen-free flame retardant technology and compounding.

The ROW segment engages 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 as well as manufacture and distribution of rod mill wire and cable products. The ROW segment consists of sales, distribution and manufacturing facilities in Latin America, Sub-Saharan Africa, the Middle East and Asia Pacific that resulted from the acquisition of Phelps Dodge International Corporation, referred to as “PDIC,” in October 2007 and is managed in conjunction with our historical operations and recent investments in Australia, China, India, Mexico, New Zealand, the Pacific Islands, Peru and South Africa. The ROW segment contributed approximately 32%, 33% and 34% of our consolidated revenues in 2013, 2012 and 2011, respectively.

The ROW segment serves developing countries and customers in sectors that are expected to offer better growth opportunity over time than the developed world. The rod mill wire and cable operations provide a competitive advantage in these markets. Current ROW operations and equity investments are located in Australia, Brazil, Chile, China, Colombia, Costa Rica, Ecuador, El Salvador, Fiji, Honduras, India, Mexico, New Zealand, Oman, Pakistan, Panama, Peru, the Philippines, South Africa, Thailand, Venezuela and Zambia.

This segment has expanded in recent years due to several key acquisitions. On October 1, 2012, we acquired 60% of Procables based in Colombia and on December 3, 2012, we completed the acquisition of the China based business of Alcan Cable; these acquisitions have created synergies, increased production capacity and complemented our existing investments in ROW.

As of March 28, 2014, the ROW segment consists of 21 manufacturing facilities across the segment. Additionally, the ROW segment has regional centers of excellence and state-of-the-art laboratories for rod fabrication and drawing.

We serve our customers through a global network of manufacturing facilities with worldwide sales representation and distribution. Our product portfolio includes more than 100,000 products and we believe we have one of the most diversified product lines in the industry to meet customers’ needs. The various wire and cable product lines are sold and manufactured by all geographic segments. Revenue by product line and geographic region is included in “Note 17 — Segment Information” to our annual audited consolidated financial statements included in this prospectus. The majority of products sold by our three segments include the following:

We produce and sell to a variety of end markets including markets for electric utility, electrical infrastructure, communication, construction and rod mill products. The underlying growth drivers in each of these end markets are similar and dependent on healthy GDP rates and construction cycles. Additionally, the global electric utility industry is dependent on a variety of factors including electricity consumption and grid integration, housing and construction, including the urbanization of emerging economies, governmental energy and tax policy, the investment policies of electric utilities, as well as renewable energy initiatives primarily related to wind and solar power. The market for electrical infrastructure cable products has many sub-sectors and niches and is heavily influenced by the level of industrial construction spending, the level of capital equipment

investment and transit, marine, and mining activity as well as renewable energy initiatives primarily related to terrestrial and offshore drilling. The market demand for construction products is heavily influenced by the level of residential and non-residential construction spending. The market for communication products is primarily influenced by residential and non-residential construction and fiber-to-the-home initiatives as well as the level of broadband investments. Rod mill product demand is principally driven by fundamental demand stemming from economic growth and development.

We have a regionally coordinated global direct sales force and in certain of our businesses operate under supply agreements of varying lengths. These agreements generally do not require a minimum level of sales and customers are not contractually obligated to buy our products exclusively; however these agreements generally provide adjustments to selling prices to reflect fluctuations in the cost of raw materials and typically have one to four year terms. The primary agreements are strategic alliances with a number of major utility customers around the world. We sell direct to utilities, independent distributors, retailers, contractors, and OEMs. We believe that our relationships with distributors and retailers are strong.

The principal raw materials used by us in the manufacturing of our wire and cable products are copper and aluminum. Our products are 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 for the year ended December 31, 2013 and for the fiscal quarter ended March 28, 2014. The price of copper and aluminum, as traded, has historically been subject to considerable volatility and, during the past few years, global copper prices have established new average record highs.

The average daily selling price for copper in the first quarter of fiscal 2014 was $3.24. The average daily selling price for aluminum in the first quarter of fiscal 2014 was $0.97.

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 our electric utility and telecommunications business and, to a lesser extent, our 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 our business requires that volatility in the cost of metals be recovered through negotiated price changes with customers. In these instances, the ability to change our 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 we are able to increase prices in the market to recover the higher raw material costs, we will generally experience an increase in gross profit from the sale of our relatively lower value inventory as computed under the weighted average inventory costing method. If we are unable to increase prices with the rise in the raw material market prices due to low levels of demand or market dynamics, we will experience lower gross profit. Conversely, during periods of declining raw material cost inputs, to the extent we have to decrease prices in the market due to competitive

pressure as the current cost of metals declines, we will generally experience downward pressure on our gross profit due to the sale of relatively higher value inventory as computed under the weighted average inventory costing method. If we are able to maintain price levels in an environment in which raw material prices are declining due to high levels of demand, we will experience higher gross profit. There is no exact future measure of the effect to our 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 fiscal months ended March 28, 2014, if there were a 1% increase in copper and aluminum costs, then our cost of sales would have increased approximately $7 million. In 2013, if there were a 1% increase in copper and aluminum costs, then our cost of sales would have increased approximately $31 million. The impact of this would directly impact gross profit if we were unable to increase prices with the rise in the price of copper and aluminum. To help reduce this volatility, we have implemented various pricing mechanisms and hedge a portion of our metal purchases when there is a firm price commitment for a future delivery but do not engage in speculative metals trading.

We purchase copper and aluminum from various global sources, generally through annual supply agreements. These agreements do not contractually obligate us to purchase products exclusively, or to purchase minimum quantities, do not contain ‘take or pay’ provisions, or require us to purchase products for a significant period of time. Copper and aluminum raw material supply is available from many sources and supply is generally expected to remain adequate for our requirements, however, unanticipated problems with our copper or aluminum rod suppliers could negatively affect our business. In North America, we have centralized the purchasing of our copper, aluminum and other significant raw materials to capitalize on economies of scale and to facilitate the negotiation of purchase terms from suppliers. In the three fiscal months ended March 28, 2014, our largest supplier of copper rod accounted for approximately 70% of our North American copper purchases while the largest supplier of aluminum rod accounted for approximately 30% of our North American aluminum purchases. In 2013, our largest supplier of copper rod accounted for approximately 95% of our North American copper purchases while the largest supplier of aluminum rod accounted for approximately 50% of our North American aluminum purchases. Our European and Mediterranean operations purchase copper and aluminum rod from many suppliers or brokers with each generally providing a small percentage of the total copper and aluminum rod purchased. Our ROW segment internally produces the majority of our copper and aluminum rod production needs and obtains cathode and ingots from various suppliers with each supplier generally providing a small percentage of total purchases.

Other raw materials utilized by us include nylon, polyethylene resin and compounds and plasticizers, fluoropolymer compounds, optical fiber and a variety of filling, binding and sheathing materials. We believe that all of these materials are available in sufficient quantities through purchases in the open market.

We believe that the success of our business depends more on the technical competence, creativity and marketing abilities of our employees rather than on any individual patent, trademark or copyright. Nonetheless, we have a policy of seeking patents when appropriate on inventions concerning new products and product improvements. We own numerous patents and trademarks globally, with pending applications for additional patents and trademarks, and maintain trade secret protection for certain confidential and proprietary information.

Although in the aggregate these patents are of considerable importance to the manufacturing and marketing of many of our products, we do not consider any single patent to be material to our business as a whole. We consider PDIC related trademarks and trade names to be of material value to our business including Phelps Dodge International Corporation^® and the PDIC global symbols. Other trademarks, which are considered to be generally important are General Cable^®, Anaconda^®, BICC^®, Carol^®, GenSpeed^®, Helix/HiTemp^®, NextGen^®, Silec^®, Polyrad^®, Prestolite Wire^®, STABILOY^®, NUAL^®, and our triad symbol. We believe that products bearing these trademarks have achieved significant brand recognition within the industry.

The markets for all of our products are highly competitive and most markets include several competitors. The degree of competition varies by operating segment and product line. However, in general, the industry is mature and cost driven. Although the primary competitive factors for our products vary somewhat across the different product categories, the principal factors influencing competition include, but are not limited to, price, quality, breadth of product line, inventory, delivery time, customer service, the environmental impact of the products, and the ability to meet the customer’s needs.

Many of our products are made to industry specifications, and are therefore functionally interchangeable with those of competitors. However, we believe that significant opportunities exist to differentiate all of our products on the basis of quality, consistent availability, conformance to manufacturer’s specifications and customer service. We believe our competitive strengths include breadth of product line, brand recognition, distribution and logistics, strong customer relations, operating efficiency and commitment to quality control and continuous improvement.

Advertising expense consists of expenses relating to promoting our products, including trade shows, catalogs, and e-commerce promotions, and is charged to expense when incurred. Advertising expense was $13.3 million, $10.7 million and $11.2 million in 2013, 2012 and 2011, respectively.

We are subject to a variety of federal, state, local and foreign laws and regulations covering the storage, handling, emission and discharge of materials into the environment, including CERCLA, the Clean Water Act, the Clean Air Act (including the 1990 amendments) and the Resource Conservation and Recovery Act. While it is difficult to estimate future environmental liabilities accurately, we do not currently anticipate any material adverse effect on our consolidated results of operations, financial position or cash flows as a result of compliance with federal, state, local or foreign environmental laws or regulations or remediation costs of the sites as discussed below in “Legal Proceedings” and “Note 18 — Commitments and Contingencies” to our quarterly unaudited condensed consolidated financial statements and our annual audited consolidated financial statements included in this prospectus.

At December 31, 2013, we employed approximately 15,000 employees worldwide. Approximately 33% of our employees were covered by collective bargaining agreements, of which 28% are subject to agreements that expire within one year of December 31, 2013. We believe we will successfully renegotiate these contracts as they come due. Generally, labor agreements are negotiated on an annual or bi-annual basis. We believe that our relations with our employees are generally good.

Our principal manufacturing facilities as of March 28, 2014 are listed below by country. We own the building at our global headquarters located in Highland Heights, Kentucky and lease various distribution centers and sales and administrative offices around the world. Many of the domestic and international facilities produce products for multiple markets including electric infrastructure, electric utility, communications, construction and rod mill products. We believe that our properties are generally well maintained and are adequate for our current level of operations.

Our subsidiaries in the United States have been identified as potentially responsible parties with respect to several sites designated for cleanup under CERCLA or similar state laws, which impose liability for cleanup of certain waste sites and for related natural resource damages without regard to fault or the legality of waste generation or disposal. Persons liable for such costs and damages generally include the site owner or operator and persons that disposed or arranged for the disposal of hazardous substances found at those sites. Although CERCLA imposes joint and several liability on all potentially responsible parties, in application, the potentially responsible parties typically allocate the investigation and cleanup costs based upon, among other things, the volume of waste contributed by each potentially responsible party.

American Premier, in connection with the 1994 Wassall PLC transaction, agreed to indemnify us against liabilities (including all environmental liabilities) arising out of our or our predecessors’ ownership or operation of the Indiana Steel & Wire Company and Marathon Manufacturing Holdings, Inc. businesses (which were divested by the predecessor prior to the 1994 Wassall transaction), without limitation as to time or amount. American Premier also agreed to indemnify us against 66^2/3% of all other environmental liabilities arising out of our or our predecessors’ ownership or operation of other properties and assets in excess of $10 million but not in excess of $33 million, which were identified during the seven-year period ended June 2001. Indemnifiable environmental liabilities through June 2001 were substantially below that threshold. In addition, we also have claims against third parties with respect to some of these liabilities. While it is difficult to estimate future environmental liabilities accurately, we do not currently anticipate any material adverse effect on the results of operations, financial condition or cash flows as a result of compliance with federal, state, local or foreign environmental laws or regulations or cleanup costs of the sites discussed above.

As part of the acquisition of Silec Cable, S.A.S, referred to as “Silec,” which was acquired in December 2005, SAFRAN SA, referred to as “SAFRAN,” agreed to indemnify us for the full amount of losses arising from, related to or attributable to practices, if any, that are similar to previous practices investigated by the French competition authority for alleged competition law violations related to medium-and high-voltage cable markets. We have asserted a claim under this indemnity against SAFRAN related to the European Commission’s Statement of Objections, discussed below, to preserve the Company’s rights in case of an adverse European Commission decision.

On July 5, 2011, the European Commission issued a Statement of Objections in relation to its ongoing competition investigation to a number of wire and cable manufacturers in the submarine and underground power cables business, including our Spanish affiliate, Grupo General Cable Sistemas, and our French subsidiary, Silec. The Statement of Objections alleged that the two affiliates engaged in violations of competition law in the underground power cables businesses for limited periods of time. The allegations related to Grupo General Cable Sistemas claimed that it had participated in a cartel from January 2003 to May 2007, while the allegations related to Silec were for the ten month period following its December 22, 2005 acquisition from SAFRAN by Grupo General Cable Sistemas.

Following our formal responses to the Statement of Objections in October 2011 and a hearing in 2012, the European Commission issued a final decision on April 2, 2014. In the decision, the claims of infringement against Grupo General Cable Sistemas were dismissed for lack of evidence of alleged cartel activity. With regard to Silec, the European Commission’s decision imposed a fine of 1.9 million Euros related to the period Silec has been owned by us. This fine was based on participation that allegedly commenced well before Silec was acquired by us. We will appeal the European Commission’s decision as to Silec in Europe based on established precedent and will continue to pursue our claim for full indemnification for the Silec fine under the terms of the acquisition agreement with SAFRAN executed in 2005.

Our subsidiaries have been named as defendants in lawsuits alleging exposure to asbestos in products manufactured by us. As of March 28, 2014, we were a defendant in approximately 29,048 cases brought in Federal District Courts throughout the United States. For the three fiscal months ended March 28, 2014, 33 asbestos cases were brought against us. In calendar years 2013, 2012 and 2011, 133, 113, and 115 asbestos cases, respectively, were brought against us. In the last 20 years, we have had no cases proceed to verdict. In many of

the cases, we were dismissed as a defendant before trial for lack of product identification. As of March 28, 2014, 22,037 asbestos cases have been dismissed. In the three fiscal months ended March 28, 2014, 104 asbestos cases were dismissed. As of December 31, 2013, 21,933 cases were dismissed. In calendar years 2013, 2012 and 2011, 65 cases, 66 cases and 61 cases, respectively, were dismissed. With regards to the approximately 29,048 remaining pending cases, we are aggressively defending these cases based upon either lack of product identification as to whether we manufactured asbestos-containing product and/or lack of exposure to asbestos dust from the use of our product.

For cases outside the Multidistrict Litigation, referred to as “MDL,” as of March 28, 2014, plaintiffs have asserted monetary damages in 359 cases. In 217 of these cases, plaintiffs allege only damages in excess of some dollar amount (about $356 thousand per plaintiff); in these cases there are no claims for specific dollar amounts requested as to any defendant. In the 141 other cases pending in state and federal district courts (outside the MDL), plaintiffs seek approximately $438.0 million in damages from as many as 50 defendants. In one case, plaintiffs have asserted damages related to us in the amount of $10.0 million. In addition, in relation to these 359 cases, there are claims of $320.0 million in punitive damages from all of the defendants. However, many of the plaintiffs in these cases allege non-malignant injuries. As of March 28, 2014 and December 31, 2013, we had accrued, on a gross basis, approximately $5.2 million and $5.2 million, respectively, and as of March 28, 2014 and December 31, 2013, had recovered approximately $0.5 million and $0.5 million of insurance recoveries for these lawsuits, respectively. The net amount of $4.7 million and $4.7 million, as of March 28, 2014 and December 31, 2013 represents our best estimate in order to cover resolution of current and future asbestos-related claims.

The components of the asbestos litigation reserve are current and future asbestos-related claims. The significant assumptions are: (1) the number of cases per state, (2) an estimate of the judgment per case per state, (3) an estimate of the percentage of cases per state that would make it to trial and (4) the estimated total liability percentage, excluding insurance recoveries, per case judgment. Management’s estimates are based on our historical experience with asbestos related claims. Our current history of asbestos claims does not provide sufficient and reasonable information to estimate a range of loss for potential future, unasserted asbestos claims because the number and the value of the alleged damages of such claims have not been consistent. As such, we do not believe a reasonably possible range can be estimated with respect to asbestos claims that may be filed in the future.

Settlement payments are made, and the asbestos reserve is relieved, when we receive a fully executed settlement release from the plaintiff’s counsel. As of March 28, 2014 and March 29, 2013, aggregate settlement costs were $9.1 million and $8.7 million, respectively. In calendar years 2013, 2012 and 2011, the settlement costs totaled $0.3 million, $0.6 million and $0.9 million, respectively. For the three fiscal months ended March 28, 2014 and March 29, 2013, settlement costs totaled $0.1 million and $0.1 million, respectively. As of March 28, 2014 and March 29, 2013, aggregate litigation costs were $23.4 million and $21.7 million, respectively. For the three fiscal months ended March 28, 2014 and March 29, 2013, litigation costs were $0.4 million and $0.3 million, respectively. In calendar years 2013, 2012 and 2011, the costs of administering and litigating asbestos claims totaled $1.7 million, $1.7 million and $2.2 million, respectively.

In January 1994, we entered into a settlement agreement with certain principal primary insurers concerning liability for the costs of defense, judgments and settlements, if any, in all of the asbestos litigation described above. Subject to the terms and conditions of the settlement agreement, the insurers are responsible for a substantial portion of the costs and expenses incurred in the defense or resolution of this litigation. In recent years one of the insurers participating in the settlement that was responsible for a significant portion of the contribution under the settlement agreement entered into insurance liquidation proceedings. As a result, the contribution of the insurers has been reduced and we have had to bear a larger portion of the costs relating to these lawsuits. Moreover, certain of the other insurers may be financially unstable, and if one or more of these insurers enter into insurance liquidation proceedings, we will be required to pay a larger portion of the costs incurred in connection with these cases.

Based on our experience in this litigation, the amounts pleaded in the complaints are not typically meaningful as an indicator of our potential liability because (1) the amounts claimed usually bear no relation to the level of plaintiff’s injury, if any; (2) complaints nearly always assert claims against multiple defendants (a typical complaint asserts claims against some 50 different defendants); (3) damages alleged are not attributed to individual defendants; (4) the defendants’ share of liability may turn on the law of joint and several liability; (5) the amount of fault to be allocated to each defendant is different depending on each case; (6) many cases are filed against us, even though the plaintiff did not use any of our products, and ultimately are withdrawn or dismissed without any payment; (7) many cases are brought on behalf of plaintiffs who have not suffered any medical injuries, and ultimately are resolved without any payment to that plaintiff; and (8) with regard to claims for punitive damages, potential liability generally is related to the amount of potential exposure to asbestos from a defendant’s products. Our asbestos-containing products contained only a minimal amount of fully encapsulated asbestos.

Two civil complaints were filed in the United States District Court for the Southern District of New York on October 21, 2013 and December 4, 2013 by named plaintiffs, on behalf of purported classes of persons who purchased or otherwise acquired our publicly traded securities, against us, Gregory Kenny, our President and Chief Executive Officer, and Brian Robinson, our Executive Vice President and Chief Financial Officer. On our motion, the complaints were transferred to the United States District Court for the Eastern District of Kentucky, the actions were consolidated, and a consolidated complaint was filed in that Court on May 20, 2014 by City of Livonia Employees Retirement System, as lead plaintiff on behalf of a purported class of all persons or entities who purchased our securities between November 3, 2010 and October 14, 2013. The complaint alleges claims under the antifraud and controlling person liability provisions of the Exchange Act, alleging generally, among other assertions, that we employed inadequate internal financial reporting controls that resulted in, among other things, improper revenue recognition, understated cost of sales, overstated operating income, net income and earnings per share, and the failure to detect inventory lost through theft; that we issued materially false financial results that had to be restated on two occasions; and that statements of Messrs. Kenny and Robinson that they had tested and found effective General Cable’s internal controls over financial reporting and disclosure were false. The complaint alleges that as a result of the foregoing, our stock price was artificially inflated and the plaintiffs suffered damages in connection with their purchase of our stock. The complaint seeks damages in an unspecified amount; reasonable costs and expenses, including counsel and experts fees; and such equitable injunctive or other relief as the Court deems just and proper. In addition, a derivative complaint was filed on January 7, 2014 in the Campbell County, Kentucky Circuit Court against all but one member of our Board of Directors, including Mr. Kenny, two former directors and against Mr. Robinson and two former ROW officials, one of whom is our former executive officer. The complaint alleges that the defendants breached their fiduciary duties by knowingly failing to ensure that we implemented and maintained adequate internal controls over our accounting and financial reporting functions and by knowingly disseminating to stockholders materially false and misleading statements concerning our financial results and internal controls. The complaint seeks damages in an unspecified amount, appropriate equitable relief to remedy the alleged breaches of fiduciary duty, attorney’s fees, experts’ fees and other costs. We believe the purported class action complaint, and the derivative complaint insofar as it relates to our directors and Mr. Robinson, are without merit and intend to vigorously contest the actions.

We are also involved in various routine legal proceedings and administrative actions. In the opinion of our management, these proceedings and actions should not, individually or in the aggregate, have a material adverse effect on our consolidated results of operations, cash flows or financial position.

The following table sets forth certain information concerning our current directors and executive officers.

John E. Welsh, III has served as a member of our Board of Directors since 1997. Mr. Welsh has served as President of Avalon Capital Partners LLC, an investment firm focused on private equity and public securities investments since 2002. From October 2000 to December 2002, he was a Managing Director of CIP Management LLC, the management company for Continuation Investments Group Inc. From November 1992 to December 1999, he served as Managing Director and Vice-Chairman of the Board of Directors of SkyTel Communications, Inc. (“SkyTel”) and as a director from September 1992 until December 1999. During that period, he served as Chief Financial Officer and President and Chief Executive Officer of the International Division. Prior to 1992, Mr. Welsh was a Managing Director in the Investment Banking Division of Prudential Securities, Inc. and served as Co-Head of the Mergers and Acquisitions Department. Mr. Welsh has served as a director of various public companies, including Spreckels Industries, Inc., SkyTel, York International, and Integrated Electrical Services (NASDAQ: IESC). Mr. Welsh has (i) a strong financial background in investment banking and investment management; (ii) leadership and collaboration skills; (iii) substantial experience involving acquisitions and strategic alliances; and (iv) a background in telecommunications products and services. Mr. Welsh’s investment management and acquisition experience and refined leadership skills have been critical in the creation of a strong, independent Board of Directors.

Sallie B. Bailey, Ms. Bailey is Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation (NYSE: LPX), a leading manufacturer of engineered wood building products for residential, industrial, and light commercial construction, and she has served in that position since November 2011. Ms. Bailey previously served as Vice President and Chief Financial Officer of Ferro Corporation (NYSE: FOE), a global specialty materials company, from January 2007 to July 2010. Before joining Ferro Corporation, she held senior management positions of increasing responsibility with The Timken Company (NYSE: TKR), a global producer of engineered bearings and alloy steel, from 1995 to 2006, lastly as Senior Vice President, Finance and Controller. Prior to her work at Timken, Ms. Bailey held various financial management positions with Tenneco, Inc. from 1988 to 1995 and worked with Deloitte & Touche from 1984 to 1988. Ms. Bailey has (i) extensive experience as a financial executive with broad knowledge of financial controls and systems; (ii) substantial leadership experience in domestic and international business; (iii) a strong background in acquisition, divestitures, and strategic alliances; and (iv) significant management experience in commodity-based businesses. Ms. Bailey’s extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems, and understanding of operating a commodity-based business have made her a valuable addition to the Board and Audit Committee in 2013. Ms. Bailey became Chair of the Audit Committee effective May 15, 2014.

Gregory E. Lawton has served as a member of our Board of Directors since 1998. Mr. Lawton has been a consultant since March 2006. From October 2000 to February 2006, he served as President and Chief Executive Officer of JohnsonDiversey, Inc. From January 1999 until September 2000, he was President and Chief Operating Officer of Johnson Wax Professional. Prior to joining Johnson Wax, Mr. Lawton was President of NuTone Inc., a subsidiary of Williams plc based in Cincinnati, Ohio, from 1994 to 1998. From 1989 to 1994, Mr. Lawton served with Procter & Gamble (NYSE: PG) where he was Vice President and General Manager of several consumer product groups. He is also a director of Stepan Company (NYSE: SCL). Mr. Lawton has (i) substantial operating and management experience in manufacturing businesses and in application of technology to business; (ii) a strong background in marketing, sales, and human resources management; and (iii) significant experience involving acquisitions and leading a global business. Mr. Lawton’s extensive operational and executive management experience and understanding of corporate governance matters have proven to be valuable to our Board and in his position as Chairman of the Corporate Governance Committee.

Craig P. Omtvedt has served as a member of our Board of Directors since 2004. Mr. Omtvedt served as Senior Vice President and Chief Financial Officer of Fortune Brands, Inc., a former leading consumer products company (formerly NYSE: FO), from 2000 until his retirement in October 2011 and as a consultant to Beam Inc. (NYSE: BEAM), the successor to Fortune Brands, during 2012. Previously, he held positions with Fortune Brands as Senior Vice President and Chief Accounting Officer from 1998 to 1999; Vice President and Chief Accounting Officer from 1997 to 1998; Vice President, Deputy Controller and Chief Internal Auditor from 1996 to 1997; Deputy Controller from 1992 to 1996; and Director of Audit from 1989 to 1992. Before joining Fortune Brands, Mr. Omtvedt worked for Pillsbury Company in Minneapolis, Minnesota from 1985 to 1989 in various audit and controller roles. He is also a director of Hillshire Brands Company (NYSE: HSH) and Oshkosh Corporation (NYSE: OSK). Mr. Omtvedt has (i) extensive experience as a financial executive with broad knowledge of financial controls and systems; (ii) substantial leadership experience in domestic and international business; (iii) an extensive background in acquisitions and strategic alliances; and (iv) experience with major sales channels (retailers and distributors). Mr. Omtvedt’s extensive financial leadership experience in global, publicly traded companies, knowledge of audit practices, and proven expertise in acquisitions and strategic alliances have made him a valuable member of the Board and Audit Committee. Mr. Omtvedt became Chairman of the Compensation Committee effective May 15, 2014.

Patrick M. Prevost has served as a member of our Board of Directors since 2010. Mr. Prevost has been President and Chief Executive Officer of Cabot Corporation (NYSE: CBT), a publicly traded global specialty chemicals company, since January 2008. Mr. Prevost served as President, Performance Chemicals at BASF AG, a publicly traded international chemical company, from October 2005 to December 2007. Prior to that, he was responsible for BASF Corporation’s Chemicals and Plastics business in North America. Mr. Prevost previously held senior management positions with increasing responsibility at BP Plc from 1999 to 2003 and Amoco Chemicals from 1983 until 1999. Mr. Prevost has (i) substantial leadership experience in a variety of complex, international commodity driven businesses, which includes leadership positions that required living overseas; (ii) a chemical engineering background with broad experience in material science and chemistry, which are important to our wire and cable business; (iii) extensive experience involving acquisitions and strategic alliances; and (iv) experience in financial matters. Mr. Prevost brings to our Board demonstrated executive leadership expertise in commodity driven businesses and a keen understanding of the complexity of operating a global manufacturing organization.

Gregory B. Kenny has served as a member of our Board of Directors since 1997 and as our President and Chief Executive Officer since August 2001. He was our President and Chief Operating Officer from May 1999 to August 2001. From March 1997 to May 1999, he was our Executive Vice President and Chief Operating Officer. From June 1994 to March 1997, he was Executive Vice President of our subsidiary which was our immediate predecessor. He also is a director of Cardinal Health Incorporated (NYSE: CAH), and Ingredion Incorporated (NYSE: INGR), and the Federal Reserve Bank of Cleveland, Cincinnati Branch. Mr. Kenny has (i) extensive operating and managerial experience in domestic and international businesses, including global wire and cable company operations; (ii) leadership and communication skills; (iii) substantial experience in financial matters;

(iv) extensive experience in advancing growth strategies, including acquisitions and strategic alliances; and (v) broad experience in corporate governance. His expertise in the wire and cable industry and continued leadership in addressing the issues facing our company have provided our Board with the insight necessary to plan strategically for our company’s future success.

Brian J. Robinson has served as our Executive Vice President and Chief Financial Officer since January 1, 2008 and also served as Treasurer until May 2013. Prior to his current position, he served as Senior Vice President, Chief Financial Officer and Treasurer from January 2007 to December 2007, Senior Vice President, Controller and Treasurer from March 2006 to December 2006, Controller from 2000 to February 2006 and Assistant Controller from 1999 to 2000. From 1997 until 1999, Mr. Robinson served as an Audit Manager focused on accounting services for global companies for Deloitte & Touche LLP, and from 1991 to 1997, he served in roles of increasing responsibility with the Deloitte & Touche LLP office in Cincinnati, Ohio.

Robert J. Siverd has served as our Executive Vice President, General Counsel and Secretary since March 1997. From July 1994 until March 1997, he was Executive Vice President, General Counsel and Secretary of the predecessor company. See “Executive Compensation — Compensation Discussion and Analysis — Changes in 2014 Executive Officers.”

Peter A. Campbell has served as Executive Vice President, President and Chief Executive Officer for General Cable Asia Pacific since December 2012. Upon joining General Cable in 2010 until his promotion, Mr. Campbell was Senior Vice President Asia, which included direct leadership of Thailand and India and interfacing with our partners in the Philippines and China. Prior to joining General Cable, he held global business management, manufacturing and engineering positions of increasing responsibility with Fosroc International Limited from 2005 until 2010 and BP Chemicals Limited from 1983 until 2005.

Gregory J. Lampert has served as Executive Vice President, President and Chief Executive Officer for General Cable Americas since January 2013. Prior to his current position, Mr. Lampert served as Executive Vice President and Chief Executive Officer for General Cable North America from August 2008 until January 2013, Executive Vice President and Group President, North America Electrical and Communications Infrastructure from October 2007 to August 2008, Senior Vice President and General Manager — Data Communications and Carol Brand Products from August 2005 until September 2007, Vice President and General Manager — Carol Brand Products from January 2004 until July 2005. He joined General Cable in 1998 and served in a number of capacities during his tenure including product management, sales and business team leadership. Prior to joining General Cable, he held engineering and management positions with Dow Chemical Company and Cintas Corporation. He is a member of the Board of Directors of Xtek, Inc, a manufacturer of specialty goods for the steel and aluminum industries.

Emmanuel Sabonnadiere has served as Executive Vice President, President and Chief Executive Officer, Europe and Mediterranean since July 2010. He joined General Cable in June 2008 as Managing Director of the Silec operations in France and has also served as Chairman of the Board of Directors of our Algerian business. Prior to joining General Cable, he served for 20 years in senior management positions in energy transmission and distribution related businesses. Mr. Sabonnadiere joined General Cable from NKM Noell GmbH, the German branch of the Group REEL, where he served as Chief Executive Officer from 2005 to 2008. Prior to that, he served as Vice President of the Distribution Transformers Division of Alstom T&D from 2001 to 2005. Mr. Sabonnadiere also served in a number of management positions of increasing responsibility with Schneider Electric from 1990 to 2001, lastly as Managing Director of France Transfo. See “Executive Compensation — Compensation Discussion and Analysis — Changes in 2014 Executive Officers.”

Pursuant to our director retirement policy, Robert L. Smialek retired from our Board of Directors at our 2014 Annual Meeting of Stockholders held on May 15, 2014 due to his attaining 70 years of age during his current term. Set forth below is certain information regarding Mr. Smialek:

Robert L. Smialek, 70, served as a member of our Board of Directors since 1998. Mr. Smialek has been a private investor and consultant since August 2002. He was President and Chief Executive Officer of Applied Innovation Inc. (NASDAQ: AINN) from July 2000 to August 2002. From May 1993 to July 1999, he served as President and Chief Executive Officer of Insilco Corporation. Prior to 1993, Mr. Smialek served as the Group President and Chief Operating Officer of the Temperature and Appliance Controls Group of Siebe, plc. He was Group Vice President for the Tracor Instruments Group from 1988 to 1990. For the prior 19 years, Mr. Smialek worked for the General Electric Company in various operations management positions. Mr. Smialek has (i) extensive marketing and operating experience in a variety of domestic and global manufacturing businesses; (ii) significant experience in organizational development and talent development; (iii) substantial experience involving acquisitions and strategic alliances; (iv) a doctorate in Metallurgy; and (v) experience with major sales channels and distribution. Mr. Smialek’s operational leadership experience and significant understanding of compensation practices have made him a respected member of the Board and valued leader of our Compensation Committee.

With the exception of our Chief Executive Officer, all of our directors, including our non-executive Chairman of the Board, are independent based on the application of the rules and standards of the NYSE.

At General Cable, our philosophy on executive compensation is that we must align the interests of our executive officers with those of our stockholders by incentivizing them to think and act strategically in order to achieve sustainable, long-term value. In setting annual compensation for our executive officers, our Compensation Committee considers the following implementation principles that are governed by our executive compensation philosophy:

Our Compensation Committee regularly reviews our executive compensation program and market trends to ensure we are accomplishing the objectives of our executive compensation program. Annually, our Compensation Committee reviews and establishes target compensation levels for each of our executive officers as it deems appropriate in its sole discretion.

Each of our named executive officer’s total compensation for 2013 is consistent with our compensation philosophy and, for reference, does not exceed the 50th percentile (or median) of pay levels of comparable positions at comparable companies in the market, including our comparator peer group.

Consistent with our executive compensation philosophy, our executive compensation program includes both fixed and variable components. The fixed compensation components, which consist of base salary and benefits, are designed to attract and retain executive talent. The variable compensation components, which consist of an annual cash bonus opportunity and long-term equity incentives, depend upon both our company’s and the individual’s performance, thus aligning the executive’s interests with those of our stockholders. Individual compensation and the mix of base salary, annual cash bonus opportunity, and long-term incentive opportunities vary depending on the executive’s level of responsibilities, growth potential, performance, tenure with us, and internal pay equity. However, the at-risk portion of total compensation generally increases as an executive’s level of responsibilities increases. The main elements of our 2013 executive officer compensation program are outlined in the table below.

Our 2013 executive compensation is substantially focused on variable compensation, which includes a bonus opportunity under our Annual Incentive Plan, referred to as “AIP,” and the economic value of stock options and restricted stock units, referred to as “RSUs,” granted under our 2005 Stock Incentive Plan, referred to as “Incentive Plan.” At least 56 percent of each of our named executive officer’s target 2013 total compensation was awarded in long-term incentives, which we believe encourages our executive officers to think and act strategically to achieve our sustainable long-term objectives and create long-term stockholder value. The following table illustrates the value of each compensation element based on target total compensation for each of our named executive officer for 2013. The percentage of compensation is calculated by dividing (i) the value of the target compensation element by (ii) the amount of target total compensation.

Our Compensation Committee reviews total target compensation levels annually. In preparation for the annual determination of each executive officer’s total compensation, our Committee periodically meets to consider market trends, the competitiveness of our compensation program, and the performance of our executive officers individually and in relation to our overall performance. In making its final total compensation determinations, our Compensation Committee applies a consistent approach for all of our executive officers.

Chief Executive Officer Compensation. Our Chief Executive Officer’s overall compensation is set by our Compensation Committee, in consultation with the Governance Committee, based on its assessment of our Chief Executive Officer’s individual performance and our company’s overall performance, as well as the financial and operating performance of a comparator group and other relevant market data.

Other Named Executive Officers. Compensation for our other named executive officers is based on recommendations by our Chief Executive Officer and Senior Vice President and Chief Human Resource Officer to our Compensation Committee. Our Compensation Committee considers these recommendations based on each executive’s individual responsibility, experience, and overall performance, including the attainment of their individual performance objectives and internal pay comparisons among our executive group.

None of our named executive officers, except our European based executive officer, Mr. Sabonnadiere, has an employment agreement. Mr. Sabonnadiere’s employment agreement includes the essential terms required by French law and provides for change in control and other severance benefits that are, to the extent legally permissible, closely aligned with our Executive Officer Severance Benefit Plan for U.S.-based executive officers, which was adopted in December 2007, referred to as “Severance Plan,” and is discussed under “— Compensation Tables — Change in Control and Other Post-Employment Payments and Benefits” below.

To assist our Compensation Committee in discharging its responsibilities with regard to our executive compensation program for 2013, our Compensation Committee retained Compensation Strategies, an outside compensation consultant. Compensation Strategies was engaged by and reported directly to our Compensation Committee and provided independent counsel on executive compensation matters. Our Compensation Committee regularly evaluated Compensation Strategies’ performance and determined that it was independent and that no conflicts of interest existed.

For our 2013 executive compensation program, Compensation Strategies, at our Compensation Committee’s direction:

Our Compensation Committee reviews comparative analysis prepared by our compensation consultant as well as survey data and trend information for each of our named executive officers. While the Compensation Committee reviews a full comparative analysis from our compensation consultant for our Chief Executive Officer and Chief Financial Officer on an annual basis, our Compensation Committee has not historically had a full comparative analysis completed for our other executive officers on an annual basis. In the years where our Compensation Committee does not have a full comparative analysis completed for our other executive officers, it reviews survey data and current compensation trend information that it and our compensation consultant deems relevant. In addition, our compensation consultant, at the Compensation Committee’s request, provides an annual review of long-term incentive award trends as a reference point for setting long-term incentive awards for each executive officer. In determining 2013 compensation, our Compensation Committee requested and reviewed a full comparative analysis for all of our executive officers.

The primary reference points for the determination of pay practices are the compensation levels (base salary and short-term and long-term incentives) for companies with revenues, market capitalization, rates of return (total stockholder return and return on invested capital), and business activities that are generally consistent with

our company in manufacturing, durable goods, and other relevant sectors. We believe that pay levels should reflect the complexity and size of our business, our employee headcount and market capitalization, and that revenues and rates of return are good surrogates for these factors. In this regard, our Compensation Committee relies, for general information purposes, on compensation data prepared by our compensation consultant, which summarizes external market practices. The data is derived from pay surveys available to our compensation consultant and our Senior Vice President and Chief Human Resource Officer.

In 2013, our Compensation Committee reviewed survey data for the following twenty (20) companies:

Our Compensation Committee selected this comparator group after considering the revenues, market capitalization, and industry of each company as well as the recommendations of Compensation Strategies. The 2013 comparator group is the same as the 2012 comparator group. In setting 2013 compensation, our Compensation Committee evaluated our comparator group and determined that the current comparator group continued to be a relevant comparison tool. Information from this comparator group is used to validate data from other surveys and as a frame of reference for decision making. However, it is not the sole benchmark used to set compensation for our executive officers. Target total compensation of our executive officers, including our Chief Executive Officer, is determined after reviewing the executive’s performance, long-term potential, responsibilities, and experience within the context of the market data. In addition to these factors, we also consider internal comparisons of pay within the executive group.

In addition to reviewing broad-based data and information from a comparator group, our Compensation Committee also reviews executive pay tally sheets. The tally sheets contain information showing the executive officers’ annual pay, both target and actual bonus amounts, and prospective wealth under various performance and economic assumptions. Data from the tally sheets are considered as a guide by the Compensation Committee when establishing pay levels and opportunities.

Base Salary. Base salaries are an important element of compensation and provide our executive officers with a base level of income. In determining base pay, our Compensation Committee considers the executive’s responsibilities, growth potential, individual performance against predetermined objectives, base salary competitiveness, as compared to the external market, and our company’s operating performance. From 2009 through 2012, our Compensation Committee only made a salary adjustment in 2011, even though our executive officers’ performance, our company’s performance, and the results of the external market review supported salary increases. Our Compensation Committee made this determination in 2009, 2010, and 2012 because it believed that salary increases for executive officers were not appropriate in the context of a global economic recession that impacted our business. In January 2013, the Compensation Committee authorized an increase in Mr. Lampert’s salary due to his promotion to Executive Vice President, President and Chief Executive Officer, Americas, which expanded his management responsibilities to include both our North American and Latin American businesses. In May 2013, the Compensation Committee authorized an increase in Mr. Robinson’s salary due to his strong leadership of our global finance organization and to align his salary with the market median for a chief financial officer.

Annual Incentives. Annual AIP cash bonuses are intended to reward individual performance during the year and, therefore, can be highly variable from year to year. At the outset of the year, our Compensation Committee approves a target incentive award for each executive officer and company performance targets for the year. At this time, individual performance objectives also are set for each of the executive officers with the input from our Chief Executive Officer. At the end of the fiscal year, our Compensation Committee measures actual performance against the predetermined company performance targets, reviews individual performance, and determines whether negative adjustments are appropriate.

After careful consideration, the Compensation Committee approved and implemented an umbrella plan in connection with our annual AIP cash bonuses at the recommendation of Compensation Strategies. The umbrella structure provides a ceiling on the maximum bonus amount that any executive officer may receive, and the actual bonus paid to each executive officer, below the ceiling, will be guided by the achievement of the established secondary financial and individual performance goals. The Compensation Committee determined that given the cyclical nature of our business and unusual non-recurring charges, an umbrella plan would give it a certain level of flexibility while providing objective performance goals that are intended to allow deductibility under Section 162(m) of the Internal Revenue Code. The 2013 umbrella plan established an initial performance goal of one dollar of operating income, which establishes a maximum bonus that may be provided to each executive officer under the AIP. Then under the AIP, a secondary set of goals are established consisting of threshold, target and maximum financial performance goals and individual strategic goals.

The secondary performance goals for each of our named executive officers included the attainment of earnings per share, referred to as “EPS,” and working capital efficiency, referred to as “WCE,” and individual performance goals. The EPS performance is measured principally under U.S. generally accepted accounting principles exclusive of extraordinary gains and losses, nonrecurring charges, and any mark to market accounting adjustments on commodity and foreign currency financial derivatives related to large multi-year projects. The WCE performance is measured as a thirteen (13) point average of receivables, inventories and pre-paid assets less accounts payable and accrued liabilities divided by full year revenues. In evaluating the use of the WCE goal in 2011, our Compensation Committee determined that the WCE goal provided a comprehensive method to evaluate our working capital management, rather than focusing on individual components of working capital management metrics.

In setting the 2013 goals, our Compensation Committee consulted with our compensation consultant, our Chief Executive Officer, and our Chief Financial Officer and determined that operating income, EPS, and WCE were the appropriate financial metrics by which to measure our named executive officers’ performance. If the operating income performance goal is met, EPS amounts to 80 percent and WCE amounts to 20 percent of the financial goals, respectively. The weightings of the EPS and WCE metrics were changed from 70 percent and 30 percent, respectively in 2011, to 80 percent and 20 percent, respectively in 2012, and payouts for threshold and fair performance were increased to 50 percent and 75 percent, respectively, in 2012, from 25 percent and 50 percent, respectively, in 2011, to better align the AIP with market norms and in acknowledgement that our Business Plan was approved with aggressive target levels. The 2013 EPS and WCE metrics and weighting were the same as 2012.

The 2013 target level was set at a level which accounted for the current economic conditions in our three (3) operating regions, the high level of volatility of raw materials which we anticipated would affect our operations in 2013, and the incorporation of our 2012 acquired entities into our financial results. Overall, the 2013 target EPS of $2.25 represents a targeted improvement of 19 percent over 2012 adjusted results. The target WCE of 19.6 percent represents a targeted improvement of 40 basis points or approximately $25 million versus 2012 working capital levels including acquisitions. The AIP had a cap in 2013 of 200 percent of target as a maximum award level for executive officers. Under the AIP goals, no bonuses would be paid to our named executive officers under the AIP unless our earned income was positive. 2013 AIP performance targets and payouts are set forth in the following table.

The individual performance goals for each of our named executive officers were established by our Compensation Committee with input from our Chief Executive Officer for the other executive officers to provide evaluation criteria for each of their overall 2013 performance. These individual performance goals serve as additional criteria to the global EPS and WCE financial metrics discussed above in measuring individual performance. Each of our named executive officers had individual goals associated with their specific function or regional group related to (i) growing our wire and cable business; (ii) driving a global One Company culture; (iii) improving safety performance (not applicable for our EVP, General Counsel); and (iv) developing talent globally. Messrs. Kenny and Robinson also had goals focused on enhancing our internal control environment. Messrs. Lampert and Sabonnadiere also had financial goals related to their respective regions’ 2013 operating income, return on capital employed, and working capital efficiency.

Award levels at target under the AIP generally reflect the median of the competitive market (including the comparator group of companies listed earlier) with the opportunity to earn more or less depending on actual financial performance of our company and individual performance. Target AIP levels for our named executive officers in 2013 were as follows:

The umbrella plan’s operating income performance goal was achieved at the maximum amount for 2013. Our Compensation Committee reviewed the achievement of the secondary financial goals of EPS and WCE and individual performance goals to determine the level of negative discretion to exercise with regards to payouts under the AIP. EPS was below expectations and did not achieve the threshold performance level for 2013. Under the WCE performance goal, we achieved 20 percent which was in between threshold and fair performance and resulted in achievement of 13.3 percent of the target payout of the secondary financial goals. Our Compensation Committee, with input from our Chief Executive Officer on the other named executive officers, evaluated the 2013 performance of our named executive officers in relation to their established individual performance goals. Beyond evaluating the individual performance goals, our Compensation Committee considered the overall performance of our company and our executive officers as a group in light of the economic and financial conditions affecting our global wire and cable business as well as the restatement of our financial statements. Our Compensation Committee concluded that our named executive officers, both individually and as a group, were performing at the high level required to fulfill our company’s overall short and long-term strategic goals. However, our Compensation Committee decided to exercise negative discretion under the umbrella plan and determined that the amount paid to each executive should only be based on the percentage achievement of the WCE goal. The payouts for each of our named executive officers for 2013 were as follows:

Long-term incentive awards are granted to our executive officers under our Incentive Plan approved by our stockholders in 2005 and 2010. Long-term equity incentive grant date values for total equity awards are based on a review of current market practices provided to our Compensation Committee by our compensation consultant and our Senior Vice President and Chief Human Resource Officer. The actual grant for each executive officer is determined by our Compensation Committee taking into consideration our company’s performance in the past year and the contributions made by our executive officers as a whole, within the context of market practices. The individual performance goals used in determining AIP performance are also taken into account for purposes of making long-term equity incentive awards. Grants of stock options, RSUs and other stock awards for executive officers generally are approved on an annual basis on the date of the first previously scheduled meeting of the Compensation Committee. Such grants have historically been made effective on the day after the date of the earnings release to ensure that award values reflect all material information about our company. Due to the grant process, the targeted economic value for the equity awards for 2013 is based on an average twenty day stock price as of the date of our Compensation Committee meeting, which is approximately one week in advance of the grant date. Awards also may be granted at the time of a special event, such as upon employment or a significant promotion. Option exercise prices are computed based on the fair market value of our common stock on the date of grant.

Each year, our Compensation Committee, with input from our compensation consultant, reviews the relative equity incentive mix for our executive officers and makes a final determination. Our Compensation Committee determined that the mix of the grant date value in equity incentive should be comprised of 75 percent stock options and 25 percent restricted stock units. Our Compensation Committee considered the primary purpose of stock options, which is the alignment of our executive officers and stockholders’ interests, and restricted stock units, which is the retention of executive officers, to determine the appropriate mix of equity incentives for our

company based on our needs and compensation philosophy. Our Compensation Committee believes that providing combined grants of stock options and RSUs creates a better balance between risk and reward for its U.S.-based executive officers than either type of equity incentive can achieve alone. Consistent with the structure of our equity incentive awards in 2012, our U.S.-based named executive officer awards for 2013 were structured to provide 75 percent of the grant date value in the form of stock options and 25 percent of the grant date value in the form of RSUs.

In March 2013, our U.S.-based named executive officers received non-qualified stock option grants and awards of RSUs. Mr. Sabonnadiere received his entire long-term incentive award as RSUs for tax efficiency reasons in Europe. The stock option grants have the following characteristics: (i) an exercise price equal to the market value of General Cable stock on the date of grant; (ii) a three-year vesting period; (iii) a term of ten years from the date of grant; and (iv) a retirement provision that provides for a continued exercise period for stock options granted in 2013 upon retirement for the earlier of (a) three (3) years from the date of retirement or (b) the original expiration date. The 2013 grants of RSUs to our U.S.-based named executive officers vest five years from the date of grant if the performance condition of $1.00 of cumulative earnings per share over the vesting period is achieved and include prorated vesting upon retirement. The RSUs granted to Mr. Sabonnadiere in 2013 have the same performance condition as the U.S.-based named executive officers and cliff vest three (3) years after the date of the grant with a two (2) year holding period. The grant date fair value of these stock option grants and RSU awards (under FASB ASC Topic 718) is shown in the Summary Compensation Table and Grants of Plan-Based Awards During Fiscal 2013 Table.

On July 30, 2013, at a joint meeting of the Board of Directors and the Compensation Committee, the Compensation Committee approved amendments to the restricted stock unit award agreement to provide dividend equivalent rights during the vesting period for restricted stock units. The dividend equivalent rights will be accrued as cash dividends and will be subject to the same vesting and forfeiture provision as the restricted stock units. The payment of dividend equivalent rights became effective for restricted stock units granted beginning on January 1, 2014.

In December 2011, our Board of Directors adopted an incentive compensation recoupment policy, referred to as “Clawback Policy,” that allows us to recover incentive-based compensation from our executive officers in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws or from executive officers or key employees if the individual materially violates our Code of Ethics. Upon the restatement of our financial statements due to material noncompliance, our Board of Directors may, to the fullest extent permitted by law, require each current and former executive officer to reimburse us for any amount paid within the last thirty-six (36) months in excess of the amounts that would have been paid under our restated financial statements. In the event of a material violation of our Code of Ethics by an executive officer or key employee, our Board of Directors can recover any incentive-based compensation paid to such individual within the last twelve (12) months. Our Board of Directors has the sole discretion to determine the form and timing of the recovery, which may include repayment and an adjustment to future incentive-based compensation payouts or grants. The remedies under our Clawback Policy are in addition to, and not in lieu of, any legal and equitable claims we may have or any actions imposed by law enforcement agencies, regulators or other authorities. Our Clawback Policy was effective and applies to all incentive-based compensation payouts or grants, including grants, awards or amounts paid under the AIP or Incentive Plan, after January 1, 2012.

In March 2013 at a Special Meeting of the Board of Directors, our Board, at the recommendation of our Compensation Committee, determined to seek recoupment, under our Clawback Policy, of the 2011 AIP bonus award paid to Mr. Sandoval, our former Executive Vice President, and President and Chief Executive Officer, General Cable Rest of World, in February 2012 for the 2011 performance year. Mr. Sandoval resigned on November 13, 2012 in connection with the internal investigation of certain accounting matters, which were the

subject of our Company’s restatement of its financial statements. The determination to pursue recoupment of Mr. Sandoval’s 2011 AIP bonus and the subsequent action were taken after careful consideration of the results of the internal investigation of certain accounting matters in Brazil and the resulting restatement. As a result of his resignation, Mr. Sandoval forfeited all of his unvested RSUs and stock options.

At the same Special Meeting of the Board of Directors, our Board, at the recommendation of our Compensation Committee, determined not to recoup incentive compensation paid or granted to our named executive officers based on the internal investigation and facts surrounding the restatement. Our Compensation Committee did exercise negative discretion in regard to the 2012 AIP awards for Messrs. Kenny and Robinson that were paid in 2013.

The accounting standards applicable to the various forms of long-term incentive plans under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (formerly FASB Statement 123R) is one factor that we and the Compensation Committee consider in the design of our long-term equity incentive programs. We and the Compensation Committee monitor FASB ASC Topic 718 expense to ensure that it is reasonable, but expense will not be the most important factor in making decisions about our long-term incentive plans.

Our Compensation Committee takes into account the estimated accounting (pro forma expense) and the tax impact of all material changes to our executive compensation program and discusses such matters periodically during the year. Generally, an accounting expense is accrued over the relevant service period for the particular pay element (generally equal to the performance period) and we realize a tax deduction upon the payment to the executive officer. Our Compensation Committee has been advised that, based on current interpretations, equity incentives awarded under the Incentive Plan and granted in 2011, 2012, and 2013 which vest based on continued employment with our company and the achievement of a pre-determined performance metric, should satisfy the requirements for performance-based compensation under Internal Revenue Code Section 162(m). Our Compensation Committee has also been advised that restricted stock awards granted prior to February 2009, which vest based on continued employment with our company, do not qualify as performance-based compensation, and so may not be tax deductible under Internal Revenue Code Section 162(m). In general, our policy is to optimize the tax deductibility of executive compensation so long as deductibility is consistent with more important objectives (as determined by the Compensation Committee, in the exercise of its business judgment) of maintaining competitive, motivational performance-based compensation that is aligned with stockholder interests and retaining executive officers.

Our U.S.-based named executive officers participate in the full range and scope of retirement and welfare and other plans as all of our other U.S.-based employees do, except as noted below. In this area, as in other aspects of our compensation program, we target these types of benefits to be competitive within the relevant market identified.

Retirement Benefits. We and our subsidiaries sponsor Retirement and Savings Plans, referred to as “Retirement Plans,” for salaried and hourly employees in the United States. The Plans are tax-qualified, defined contribution plans under which fixed contributions are made for the account of each participating employee each year. For salaried employees, under the retirement component, a contribution of four percent of eligible compensation is made, and under the savings or 401(k) component, a matching contribution is made in the amount of two percent of eligible compensation so long as the employee has contributed at least four percent of

compensation through our payroll deduction program. The federal statutory limit for eligible compensation in 2013 was $255,000. These contribution and matching percentages are intended to reflect competitive market terms and conditions for plans of this type. Participating employees may direct the investment of our company and individual contributions into one or more of the investment options offered by the Retirement Plans.

We and our subsidiaries also maintain the DCP, which permits deferral of salary, incentive bonuses, and stock awards by U.S.-based participants, including our U.S.-based named executive officers. We offer the DCP because it allows us to have a more competitive benefits program. In 2007, we combined this plan with the BEP and our former Supplemental Executive Retirement Plan, referred to as “SERP.” The BEP is designed to make up benefits on certain wages, which are not eligible for company matching or retirement contributions because of Internal Revenue Service limits on inclusion of these amounts in our Retirement Plans. The BEP has investment options and vesting requirements similar to the Retirement Plan. The SERP was adopted in 2000 in which a limited number of key managers, including certain of our named executive officers, participated. In 2007, benefit accruals under the SERP were frozen and converted to an account balance plan subject to vesting to better align our total retirement related benefits with the objectives of these plans and their costs. The value of accounts of our eligible named executive officers from the SERP is included in the DCP. Participants may receive their vested benefits under the Retirement Plans and the DCP on termination or retirement.

Messrs. Kenny and Siverd are participants in the Retirement Income Guarantee Plan, referred to as “RIGP,” established by our predecessor. RIGP benefits are principally funded under our Master Pension Plan, a qualified defined benefit plan. Benefit accruals under the RIGP were frozen in 1993. Under the RIGP, a target benefit is calculated using pay and service through 1993 and adjusted for certain defined contribution account balances. In prior years, these defined contribution accounts provided projected balances in excess of the target benefit for Messrs. Kenny and Siverd, the only executive officers eligible for this benefit. Because of investment performance in the value of the offset accounts in 2013, Mr. Kenny is not currently projected to receive a benefit under the RIGP. Mr. Siverd is projected to be entitled to a qualified benefit of approximately $46,000 from the RIGP as well as a non-qualified RIGP payment of $80,000 upon reaching his normal retirement date. The amount of the RIGP benefit will fluctuate from year to year based on the value of the offsetting accounts and will depend on Messrs. Kenny and Siverd’s respective actual retirement date.

Mr. Sabonnadiere, a French national based in Spain, is not eligible to participate in the Retirement Plans or the DCP. Under French law, Mr. Sabonnadiere receives statutory retirement and medical benefits.

Other Benefits. We believe that our employee benefit plans, including retirement plans, deferred compensation, perquisites and welfare plans, are of the type commonly offered by other employers. These benefits form part of our compensation philosophy and we continue to offer them because we believe they are necessary in order to attract, motivate, and retain talented executive officers.

None of our named executive officers have an employment agreement or a change in control agreement other than Mr. Sabonnadiere. Mr. Sabonnadiere’s employment agreement includes the essential terms required by French law and provides for change in control and other severance benefits that are, to the extent legally permissible, closely aligned with our Executive Officer Severance Benefit Plan. Our U.S. based named executive officers may be eligible for post-employment payments and benefits in certain circumstances upon termination or a change in control of our company. These post-employment payments and benefits arise under the Severance Plan and the Incentive Plan and its predecessor plans. These potential severance benefits are discussed under “— Compensation Tables — Change in Control and Other Post-Employment Payments and Benefits.”

Consistent with our executive compensation philosophy and the principle of aligning executive and stockholder interests, we require our executive officers to maintain minimum ownership levels of General Cable common stock. The following Stock Ownership Guidelines were established by our Board in 2005 and amended in December 2010.

Shares that are counted for purposes of satisfying ownership requirements are shares directly owned, grants and awards under incentive plans, and shares held in the DCP and Retirement Plans. All of our executive officers must comply with these ownership requirements by the later of a five-year period starting from December 2005 or their appointment as an executive officer.

The foregoing stock ownership requirements are measured annually on the last day of the calendar year unless our Board determines otherwise. For purposes of the measurement, the individual’s stock ownership shall be valued based on the average daily close price of our common stock during the prior thirty-six (36) full calendar months. All executive officers were in compliance with these Guidelines as of March 17, 2014.

Consistent with our pay for performance culture, our Compensation Committee annually reviews our executive compensation program to ensure it addresses our human resource needs and reflects our corporate culture, which includes our values and the way we operate our business. As part of our annual review, our Compensation Committee also considered the voting results on our executive compensation proposal at our Annual Meeting of Stockholders held in May 2013. Our stockholders affirmed their support of our executive compensation program in 2013 by casting 97.3 percent of the votes in favor of our named executive officer’s compensation. The approval of our named executive officer’s compensation by our stockholders reflects the continued support for our executive compensation program and related compensation decisions. Our Compensation Committee has considered and intends to continue considering the voting results on future executive compensation programs as it makes future executive compensation decisions.

As part of our corporate governance practices, our Compensation Committee determined that it was appropriate to conduct a request for proposals to select an independent compensation consultant to advise on the structure and administration of our executive compensation programs as well as trends and market data. Following a comprehensive review, our Compensation Committee approved the appointment of Hay Group as its independent compensation consultant for 2014. As part of Hay Group’s appointment, our Compensation Committee requested a comprehensive review of our executive compensation program. For 2014, our Compensation Committee approved the following changes to our executive compensation program (i) umbrella trigger for the AIP based on EBITDA performance; (ii) secondary financial performance metrics for the AIP based on EBITDA and cash conversion cycles in days; (iii) different performance weightings for corporate and operating executives; (iv) the use of both performance stock units , referred to as “PSUs,” and RSUs; and (v) an even mix of PSUs and RSUs. Our Compensation Committee made these changes as it believes they are consistent with our compensation philosophy, pay for performance environment and market trends.

On February 18, 2014, Robert J. Siverd announced his intention to retire from his role as Executive Vice President, General Counsel and Secretary of General Cable Corporation upon the successful completion of an executive search, which is expected to be completed in the second half of 2014.

On March 20, 2014, we announced that Emmanuel Sabonnadiere, Executive Vice President, President and Chief Executive Officer, Europe & Mediterranean, will transition from his current position for a period of up to six months. We have launched a formal search for a successor to Mr. Sabonnadiere. During the transition period, Mr. Sabonnadiere will facilitate an orderly transfer of his duties while continuing in his current position. After the transition period, it is contemplated that Mr. Sabonnadiere will continue to represent our company as Chairman of the Board of our majority-owned, Algerian joint venture as well as assist us in technology, strategy, and customer development.

The information discussed in our Compensation Discussion and Analysis contains statements regarding future individual and company performance measures, targets, and other goals. These goals are disclosed in the limited context of our executive compensation program and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

The following table presents compensation paid to or earned by each of our named executive officers for the fiscal years ended 2013, 2012 and 2011. Our named executive officers are members of our executive management team who are required to be disclosed due to their overall compensation or position in our company.

We have no employment agreements with our named executive officers, except Mr. Sabonnadiere as is required pursuant to French law, to provide for specific base salary, bonus, and benefits. Certain aspects of the compensation and equity awards reported in these tables are subject to terms and conditions set forth in policies and plans as follows:

The following table details the grants of plan-based awards awarded to our named executive officers in 2013.


Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
5.750% Senior Notes due 2022	$600,000,000	100%	$600,000,000	$77,280(1)
Guarantees of 5.750% Senior Notes due 2022	—	—	—	—(2)


Exact Name of Co-Registrant as Specified in its Charter	State/Jurisdiction of Organization	I.R.S. Employer Identification Number
Diversified Contractors, Inc.	Delaware		76-0081448
GC Global Holdings, Inc	Delaware		26-1922161
Genca Corporation	Delaware		22-2885883
General Cable Canada Holdings LLC	Delaware		46-1428822
General Cable Industries, Inc.	Delaware		06-1009714
General Cable Industries LLC	Delaware		61-1337429
General Cable Overseas Holdings, LLC	Delaware		61-1345453
General Cable Technologies Corporation	Delaware		51-0370763
GK Technologies, Incorporated	New Jersey		13-3064555
Marathon Steel Company	Arizona		86-0117273
MLTC Company	Delaware		75-0866441
PD Wire & Cable Sales Corporation	Delaware		13-2599195
Phelps Dodge Enfield Corporation	Delaware		13-6077349
Phelps Dodge International Corporation	Delaware		13-2575366
Phelps Dodge National Cables Corporation	Delaware		20-8187808
Phelps Dodge Africa Cable Corporation	Delaware		13-6077352
Prestolite Wire LLC	Delaware		26-1622516


	Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		4
RISK FACTORS		13
THE EXCHANGE OFFER		30
USE OF PROCEEDS		39
CAPITALIZATION		40
SELECTED CONSOLIDATED FINANCIAL INFORMATION		41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		43
BUSINESS		78
MANAGEMENT		89
EXECUTIVE COMPENSATION		93
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		120
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		122
DESCRIPTION OF OTHER INDEBTEDNESS		124
DESCRIPTION OF NOTES		129
BOOK-ENTRY SETTLEMENT AND CLEARANCE		170
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		172
CERTAIN ERISA CONSIDERATIONS		173
PLAN OF DISTRIBUTION		174
LEGAL MATTERS		175
EXPERTS		175
WHERE YOU CAN FIND MORE INFORMATION		175
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		175
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1


	As of March 28, 2014
	(in millions)
Cash and cash equivalents	$	315.8


Long-term Debt:
North America⁽¹⁾
Senior secured revolving credit facility	$	264.3
Senior floating rate notes due 2015		125.0
5.750% Senior notes due 2022		600.0
Subordinated convertible notes due 2029, net of debt discount of $261.1 million		168.4
Other		9.0
Europe and Mediterranean⁽¹⁾
Credit facilities		8.9
Other		10.3
Rest of World⁽¹⁾
Credit facilities		282.1

Total debt	$	1,468.0

Total equity:
Common stock, $0.01 par value; 200,000,000 shares authorized; 48,647,539 issued and outstanding shares (net of 10,162,971 treasury shares)⁽²⁾		0.6
Additional paid-in capital		701.8
Treasury stock		(185.7	)
Retained earnings		523.0
Accumulated other comprehensive income (loss)		(121.0	)

Total Company shareholders’ equity		918.7
Non-controlling interest		74.6

Total equity		993.3

Total capitalization	$	2,461.3


	Three Fiscal Months Ended						Year Ended December 31,
	March 28, 2014			March 29, 2013			2013			2012			2011			2010			2009
	(in millions, except metal price and share data)
Statement of Operations Information:
Net sales	$	1,430.1		$	1,543.7		$	6,421.2		$	6,059.5		$	5,808.2		$	4,856.0		$	4,378.6
Gross profit		132.1			156.9			703.7			624.9			594.3			539.9			504.0
Selling, general and administrative expenses		120.7			124.1			492.0			425.5			379.7			332.1			340.5
Goodwill impairment charge		155.1			—			—			—			—			—			—
Indefinite-lived intangible asset impairment charge		93.4			—			—			—			—			—			—
Operating income (loss)		(237.1	)		32.8			211.7			199.4			214.6			207.8			163.5
Other income (expense)		(97.7	)		(52.7	)		(66.7	)		(2.9	)		(31.7	)		(28.1	)		7.0
Interest expense, net		(26.2	)		(28.0	)		(118.0	)		(100.3	)		(91.5	)		(71.6	)		(83.0	)
Loss on extinguishment of debt		—			—			—			(9.3	)		—			—			(7.6	)
Income (loss) before income taxes		(361.0	)		(47.9	)		27.0			86.9			91.4			108.1			79.9
Income tax (provision) benefit		21.4			3.8			(38.8	)		(78.6	)		(38.6	)		(45.9	)		(35.7	)
Equity in net earnings of affiliated companies		0.2			0.2			1.7			1.7			2.9			1.4			0.9
Net income (loss) including noncontrolling interest		(339.4	)		(43.9	)		(10.1	)		10.0			55.7			63.6			45.1
Less: preferred stock dividends		—			0.1			0.3			0.3			0.3			0.3			0.3
Less: net income (loss) attributable to noncontrolling interest		(24.0	)		1.8			7.7			5.7			0.9			7.1			7.7
Net income (loss) attributable to Company common shareholders	$	(315.4	)	$	(45.8	)	$	(18.1	)	$	4.0		$	54.5		$	56.2		$	37.1


	March 28, 2014		Dec 31, 2013		Dec 31, 2012		Dec 31, 2011		Dec 31, 2010		Dec 31, 2009
	(in millions)
Balance Sheet Data:
Working capital⁽¹⁾	$	1,349.2	$	1,450.7	$	1,240.2	$	1,297.7	$	1,341.1	$	1,346.3
Total assets		4,308.5		4,578.9		4,932.6		4,375.9		4,301.7		3,993.3
Total debt		1,468.0		1,386.9		1,450.1		1,048.9		985.5		922.3
Dividends to common shareholders		9.0		26.7		—		—		—		—
Total equity		993.3		1,379.8		1,448.2		1,437.9		1,552.4		1,472.9


	Three Fiscal Months Ended
	March 28, 2014						March 29, 2013
	Amount			%			Amount			%
Net sales	$	1,430.1			100.0	%	$	1,543.7			100.0	%
Cost of sales		1,298.0			90.8	%		1,386.8			89.8	%

Gross profit		132.1			9.2	%		156.9			10.2	%
Selling, general and administrative expenses		120.7			8.4	%		124.1			8.0	%
Goodwill impairment charge		155.1			10.8	%		—			—	%
Indefinite-lived intangible asset impairment charge		93.4			6.5	%		—			—	%

Operating income (loss)		(237.1	)		(16.6	)%		32.8			2.1	%
Other income (expense)		(97.7	)		(6.8	)%		(52.7	)		(3.4	)%
Interest expense, net		(26.2	)		(1.8	)%		(28.0	)		(1.8	)%

Income (loss) before income taxes		(361.0	)		(25.2	)%		(47.9	)		(3.1	)%
Income tax (provision) benefit		21.4			1.5	%		3.8			0.2	%
Equity in earnings of affiliated companies		0.2			—	%		0.2			—	%

Net income (loss) including non-controlling interest		(339.4	)		(23.7	)%		(43.9	)		(2.8	)%
Less: preferred stock dividends		—			—	%		0.1			—	%
Less: net income (loss) attributable to non-controlling interest		(24.0	)		(1.7	)%		1.8			0.1	%

Net income (loss) attributable to Company common shareholders	$	(315.4	)		(22.1	)%	$	(45.8	)		(3.0	)%


	Year Ended December 31,
	2013						2012						2011
	Amount			%			Amount			%			Amount			%
Net sales	$	6,421.2			100.0	%	$	6,059.5			100.0	%	$	5,808.2			100.0	%
Cost of sales		5,717.5			89.0	%		5,434.6			89.7	%		5,213.9			89.8	%

Gross profit		703.7			11.0	%		624.9			10.3	%		594.3			10.2	%
Selling, general and administrative expenses		492.0			7.7	%		425.5			7.0	%		379.7			6.5	%

Operating income		211.7			3.3	%		199.4			3.3	%		214.6			3.7	%
Other income (expense)		(66.7	)		(1.0	)%		(2.9	)		—			(31.7	)		(0.5	)%
Interest expense, net, and loss on extinguishment of debt		(118.0	)		(1.8	)%		(109.6	)		(1.8	)%		(91.5	)		(1.6	)%

Income before income taxes		27.0			0.4	%		86.9			1.4	%		91.4			1.6	%
Income tax provision		(38.8	)		(0.6	)%		(78.6	)		(1.3	)%		(38.6	)		(0.7	)%
Equity in net earnings of affiliated companies		1.7			—			1.7			—			2.9			—

Net income (loss) including noncontrolling interest		(10.1	)		(0.2	)%		10.0			0.2	%		55.7			1.0	%
Less: preferred stock dividends		0.3			—			0.3			—			0.3			—
Less: net income (loss) attributable to noncontrolling interest		7.7			0.1	%		5.7			0.1	%		0.9			—

Net income (loss) attributable to our common shareholders	$	(18.1	)		(0.3	)%	$	4.0			0.1	%	$	54.5			0.9	%


	Net Sales Three Fiscal Months Ended
	March 28, 2014					March 29, 2013
	Amount		%			Amount		%
North America	$	594.7		41	%	$	705.0		46	%
Europe and Mediterranean		368.3		26	%		374.6		24	%
ROW		467.1		33	%		464.1		30	%

Total net sales	$	1,430.1		100	%	$	1,543.7		100	%


	Metal-Adjusted Net Sales Three Fiscal Months Ended
	March 28, 2014					March 29, 2013
	Amount		%			Amount		%
North America	$	594.7		41	%	$	679.2		46	%
Europe and Mediterranean		368.3		26	%		359.4		24	%
ROW		467.1		33	%		439.5		30	%

Total metal-adjusted net sales	$	1,430.1		100	%	$	1,478.1		100	%

Metal adjustment		—					65.6

Total net sales	$	1,430.1				$	1,543.7


	Metal Pounds Sold Three Fiscal Months Ended
	March 28, 2014					March 29, 2013
	Pounds		%			Pounds		%
North America		134.7		44	%		152.6		48	%
Europe and Mediterranean		59.6		19	%		69.7		22	%
ROW		114.5		37	%		95.0		30	%

Total metal pounds sold		308.8		100	%		317.3		100	%


	Operating Income (Loss) Three Fiscal Months Ended
	March 28, 2014						March 29, 2013
	Amount			%			Amount			%
North America	$	32.3			(14	)%	$	37.7			115	%
Europe and Mediterranean		(9.1	)		4	%		(16.2	)		(49	)%
ROW		(260.3	)		110	%		11.3			34	%

Total operating income (loss)	$	(237.1	)		100	%	$	32.8			100	%


	Net Sales Year Ended
	Dec 31, 2013					Dec 31, 2012
	Amount		%			Amount		%
North America	$	2,751.6		43	%	$	2,340.2		39	%
Europe and Mediterranean		1,629.6		25	%		1,684.2		28	%
ROW		2,040.0		32	%		2,035.1		33	%

Total net sales	$	6,421.2		100	%	$	6,059.5		100	%


	Metal Adjusted Net Sales Year Ended
	Dec 31, 2013					Dec 31, 2012
	Amount		%			Amount		%
North America	$	2,751.6		43	%	$	2,266.0		39	%
Europe and Mediterranean		1,629.6		25	%		1,631.8		28	%
ROW		2,040.0		32	%		1,946.0		33	%

Total metal-adjusted net sales	$	6,421.2		100	%	$	5,843.8		100	%

Metal adjustment		—					215.7

Total net sales	$	6,421.2				$	6,059.5


	Metal Pounds Sold Year Ended
	Dec 31, 2013					Dec 31, 2012
	Pounds		%			Pounds		%
North America		590.0		45	%		432.1		38	%
Europe and Mediterranean		272.2		21	%		282.0		24	%
ROW		450.8		34	%		434.1		38	%

Total metal pounds sold		1,313.0		100	%		1,148.2		100	%


	Operating Income (Loss) Year Ended
	Dec 31, 2013						Dec 31, 2012
	Amount			%			Amount			%
North America	$	129.8			61	%	$	126.1			63	%
Europe and Mediterranean		(0.3	)		—	%		(13.0	)		(6	)%
ROW		82.2			39	%		86.3			43	%

Total operating income	$	211.7			100	%	$	199.4			100	%


	Net Sales Year Ended
	Dec 31, 2012					Dec 31, 2011
	Amount		%			Amount		%
North America	$	2,340.2		39	%	$	2,120.2		36	%
Europe and Mediterranean		1,684.2		28	%		1,737.9		30	%
ROW		2,035.1		33	%		1,950.1		34	%

Total net sales	$	6,059.5		100	%	$	5,808.2		100	%


	Payments Due by Period
Contractual obligations:^(1,2)	Total		Less than 1 Year		1 – 3 Years		4 – 5 Years		After 5 Years
Total debt	$	1,386.9	$	250.3	$	130.5	$	226.8	$	779.3
Convertible debt at maturity⁽³⁾		261.5		—		—		—		261.5
Interest payments on 2015 Notes		4.2		3.3		0.9		—		—
Interest payments on 2022 Notes		301.9		34.5		69.0		69.0		129.4
Interest payments on 2029 Notes		220.9		19.3		38.6		38.6		124.4
Operating leases⁽⁴⁾		150.9		40.3		67.3		29.4		13.9
Purchase obligations⁽⁵⁾		9.8		9.8		—		—		—
Defined benefit pension obligations⁽⁶⁾		186.1		17.5		35.1		35.9		97.6
Postretirement benefits		5.0		0.7		1.2		1.1		2.0
Unrecognized tax benefits, including interest and penalties⁽⁷⁾		—		—		—		—		—

Total	$	2,527.2	$	375.7	$	342.6	$	400.8	$	1,408.1


	March 28, 2014				December 31, 2013				December 31, 2012
	Notional Amount		Fair Value		Notional Amount		Fair Value		Notional Amount		Fair Value
Cash flow hedges:
Interest rate swaps	$	—	$	—	$	—	$	—	$	15.3	$	(0.2	)
Commodity futures		—		—		—		—		22.8		(0.9	)
Foreign currency forward exchange		—		—		—		—		60.7		(0.2	)

			$	—			$	—			$	(1.3	)


Product Category	Principal Products	Principal Markets	Principal End-Users
Electric Utility	• low-and medium-voltage distribution cables	• electric utilities	• investor-owned utility companies
	• high- and extra-high-voltage underground transmission cables and installation		• government-owned and state and local public power companies
	• bare overhead conductors		• contractors
	• submarine transmission and distribution cables
Electrical Infrastructure	• rubber- and plastic-jacketed wire and cables • low- and medium-voltage industrial power cables • ignition wire sets • cable wire harnesses • rail and mass transit cables • shipboard cables • oil and gas cables • armored mining cables • alternative energy power generation cables	• power generating stations; solar, nuclear, wind applications • industrial applications; marine, mining, oil and gas, transit, machine builders and entertainment • military • infrastructure • automotive aftermarket • industrial power and control • medical	• industrial consumers • contractors • electrical distributors • electrical retailers • OEM (original equipment manufacturers) • DIY (do-it-yourself customers) • industrial equipment manufacturers • military customers


Average daily selling price: ($ per pound)	Quarter 1		Quarter 2		Quarter 3		Quarter 4		Full Year
Copper Cathode
2013	$	3.60	$	3.25	$	3.23	$	3.28	$	3.34
2012		3.78		3.55		3.53		3.60		3.62
2011		4.39		4.16		4.07		3.41		4.01
Aluminum
2013		1.02		0.95		0.92		0.91		0.95
2012		1.07		0.99		0.98		1.02		1.02
2011		1.20		1.26		1.17		1.03		1.16


Number of Properties by Country	Owned or Leased
United States - 16		10 owned, 6 leased
Canada - 4		2 owned, 2 leased
Mexico - 3		3 leased
Brazil - 1		1 leased
France - 1		1 owned


Number of Properties by Country	Owned or Leased
Spain - 4		4 owned
France - 1		1 owned
Germany - 1		1 owned
Portugal - 1		1 owned
Angola - 1		1 owned
Algeria - 1		1 owned
Egypt - 1		1 owned


Number of Properties by Country	Owned or Leased
Brazil - 3		2 owned, 1 leased
Colombia - 2		1 owned, 1 leased
Thailand - 2		2 owned
Venezuela - 2		2 owned
China - 1		1 leased
Chile - 1		1 owned
Costa Rica - 1		1 owned
Fiji - 1		1 owned
Honduras - 1		1 owned
India - 1		1 owned
Mexico - 1		1 owned
New Zealand - 1		1 owned
Peru - 1		1 leased
Philippines - 1		1 owned
South Africa - 1		1 leased
Zambia - 1		1 owned


Name	Age		Position
John E. Welsh, III		63	Non-executive Chairman of the Board
Sallie B. Bailey		54	Director
Gregory E. Lawton		63	Director
Craig P. Omtvedt		64	Director
Patrick M. Prevost		58	Director
Gregory B. Kenny		61	President, Chief Executive Officer and Director
Brian J. Robinson		45	Executive Vice President and Chief Financial Officer
Robert J. Siverd		65	Executive Vice President, General Counsel and Secretary
Peter A. Campbell		53	Executive Vice President, President and Chief Executive Officer, General Cable Asia Pacific
Gregory J. Lampert		46	Executive Vice President, President and Chief Executive Officer, General Cable Americas
Emmanuel Sabonnadiere		49	Executive Vice President, President and Chief Executive Officer, General Cable Europe and Mediterranean


	Compensation Element ⁽¹⁾	Purpose
Annual Cash Compensation	Base Salary	Represents pay for an individual’s primary duties and responsibilities. Base salaries are reviewed annually and are established based on scope of responsibility, individual performance, potential, and competitiveness versus the relevant external market and our operating performance.
Annual Cash Compensation	Annual Incentives	Provides a performance-based cash incentive opportunity. Rewards achievement of specific financial goals, including consolidated and business team results. The amount actually earned will vary relative to the targeted level based on our actual results.

Long-Term, Equity-Based Compensation	Restricted Stock Units	Provides awards under a plan designed to enhance executive stock ownership, as well as an incentive for retention and sustaining stockholder value. Value of awards is directly dependent on our stock price.
Long-Term, Equity-Based Compensation	Stock Options	Provides awards under a plan that rewards participants if the value of our stock increases.

Benefits and Retirement	Retirement Benefits and Deferred Compensation	Provides benefits to our U.S.-based executive officers at retirement from our company. Our core plan is a defined contribution retirement and savings plan, including a 401(k) employee contribution with matching company contributions, referred to as “Retirement Plan.” The Retirement Plan is identical to the plan provided to U.S.-based non-executive employees.
		Our Executive Deferred Compensation Plan, referred to as “DCP,” permits U.S-based participants to defer salary, incentive bonuses or stock awards until retirement. Within the DCP, we have a non-qualified supplemental or excess retirement plan, referred to as “BEP,” which provides benefits in excess of IRS limits under the Retirement Plan.
	Welfare Plans and Other Benefits	Provide for basic health care, life, and income security needs, including life, medical, dental, disability, and other employee welfare benefits, severance protection, fringe benefits, and limited perquisites.


Name and Title	Target/ Actual		Salary			AIP Bonus⁽¹⁾			Long-Term Incentives⁽²⁾			Total Compensation
Gregory B. Kenny,		Target		15	%		21	%		64	%		100	%
President and Chief Executive Officer		Actual		19	%		3	%		78	%		100	%


Brian J. Robinson,
Executive Vice President and		Target		19	%		20	%		61	%		100	%
Chief Financial Officer		Actual		23	%		3	%		74	%		100	%

Gregory J. Lampert,
Executive Vice President, President and Chief Executive Officer, General Cable		Target		19	%		19	%		62	%		100	%
Americas		Actual		23	%		3	%		74	%		100	%

Emmanuel Sabonnadiere,
Executive Vice President, President and Chief Executive Officer, General Cable		Target		20	%		22	%		58	%		100	%
Europe and Mediterranean		Actual		25	%		4	%		71	%		100	%

Robert J. Siverd,
Executive Vice President, General Counsel		Target		23	%		21	%		56	%		100	%
and Secretary		Actual		28	%		3	%		69	%		100	%


Name	2013 Base Salary ⁽¹⁾		Salary Changes
G. Kenny	$	900,000	No increase since 2011
B. Robinson ⁽²⁾	$	480,000	Increase in May 2013
G. Lampert⁽³⁾	$	450,000	Increase in January 2013
E. Sabonnadiere⁽⁴⁾	€	260,000	Voluntarily decreased in 2012 and 2013
R. Siverd	$	390,000	No increase since 2011


	Actual Level % of Goal Achieved
Performance Level	EPS: 80% Weighting			WCE: 20% Weighting	% of Target Payout
Maximum	$	2.92/130	%	18.7%/105.0%		200	%
Excellent	$	2.70/120	%	19.3%/102.0%		150	%
Target⁽¹⁾	$	2.25/100	%	19.6%/100.0%		100	%
Fair	$	2.09/93	%	19.9%/99.0%		75	%
Threshold	$	1.94/86	%	20.2%/97.0%		50	%
< Threshold	<$	1.94/86	%	> 20.2%/97.0%		0	%


Name	Target AIP Level
G. Kenny	$	1,250,000
B. Robinson	$	460,000
G. Lampert	$	450,000
E. Sabonnadiere⁽¹⁾	$	362,400
R. Siverd	$	360,000


Name	Actual AIP Payout
G. Kenny	$	166,250
B. Robinson	$	61,180
G. Lampert	$	59,850
E. Sabonnadiere⁽¹⁾	$	46,550
R. Siverd	$	47,880


Executive		Ownership Multiple of Base Salary
Chief Executive Officer		6 times
Chief Financial Officer		3 times
Executive Vice Presidents		3 times


Name and Principal Position	Year		Salary ($) ⁽¹⁾		Bonus ($)		Stock Awards ($) ⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)⁽⁵⁾		Total ($)
Gregory B. Kenny President and Chief Executive Officer		2013		900,000		0		845,760		2,942,007		166,250		0		112,106		4,966,123
		2012		900,000		0		910,000		3,112,234		312,500		0		127,460		5,362,194
		2011		891,346		0		728,790		2,627,543		568,400		0		143,026		4,959,105

Brian J. Robinson Executive Vice President and Chief Financial Officer		2013		440,019		0		317,160		1,117,218		61,180		0		42,391		1,977,968
		2012		375,000		0		260,000		855,409		135,000		0		47,715		1,673,124
		2011		368,077		0		1,028,880		723,177		159,250		0		53,598		2,332,982

Gregory J. Lampert Executive Vice President, President and Chief Executive Officer, General Cable Americas

		2013		442,692		0		317,160		1,117,218		59,850		0		53,700		1,990,620
		2012		355,000		0		260,000		855,409		180,000		0		47,660		1,698,069
		2011		350,384		0		214,350		723,177		159,250		0		52,741		1,499,902

Emmanuel Sabonnadiere Executive Vice President, President and Chief Executive Officer, General Cable Europe & Mediterranean

		2013		331,931		0		951,480		0		48,676		0		57,601		1,389,688
		2012		328,339		0		1,007,500		0		174,900		0		75,649		1,586,388
		2011		363,532		0		0		0		168,182		0		6,488		538,202

Robert J. Siverd Executive Vice President, General Counsel and Secretary
		2013		390,000		0		211,440		763,432		47,880		0		67,582		1,480,334
		2012		390,000		0		227,500		746,208		180,000		0		62,311		1,606,019
		2011		388,835		0		171,480		554,436		159,250		0		64,881		1,338,882


Name	Contributions to the Retirement and Savings and Excess Benefit Plans ($) ⁽¹⁾		Perquisites ($) ⁽²⁾
G. Kenny		72,750		39,356
B. Robinson		26,401		15,990
G. Lampert		37,362		16,338
E. Sabonnadiere		0		57,601
R. Siverd		34,200		33,382