UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2016
 
General Cable Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
(State of incorporation)
001-12983
(Commission File Number)
06-1398235
(IRS Employer Identification No.)
 
 
 
4 Tesseneer Drive  
Highland Heights, Kentucky 41076-9753
(Address of principal executive offices, including zip code)
 
 
 
(859) 572-8000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 







Item 2.02    Results of Operations and Financial Condition.
On November 2, 2016, General Cable Corporation issued a press release announcing its financial results for the third quarter of 2016. A copy of the press release is furnished as Exhibit 99.1 to this current report and is incorporated herein by reference.
General Cable makes reference to non-GAAP financial measures in the press release. Reconciliations of non-GAAP financial measures contained in the press release to the comparable GAAP financial measures are contained in the press release or in General Cable’s Third Quarter 2016 Investor Presentation available on General Cable’s website. Attached as Exhibit 99.2 and incorporated herein by reference are certain slides which are included in General Cable’s Third Quarter 2016 Investor Presentation and which contain such reconciliation information.
The information furnished on this Form 8-K, including the exhibits attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On November 2, 2016, General Cable Corporation (the “Company”) announced that Matti Masanovich has been appointed to serve as the Company’s Senior Vice President and Chief Financial Officer, effective as of November 11, 2016 (the “Effective Date”). Robert C. Kreidler, who was appointed Chief Financial Officer on an interim basis, effective as of August 12, 2016, will no longer serve in the capacity of interim Chief Financial Officer as of the Effective Date.
Mr. Masanovich, age 44, most recently served as Vice President, Finance and Corporate Controller of International Automotive Components Group North America, LLC , a privately held global automotive interior, exterior and systems components supplier. From 2011 to 2016, Mr. Masanovich was employed by Delphi Automotive PLC (“Delphi”), a publicly held global vehicle components manufacturer and provider of electrical and electronic, powertrain and safety technology solutions to the global automotive and commercial vehicle markets. He served as Delphi’s Vice President, Finance, Packard Electrical and Electronic Architecture Division from 2013 to 2016 and as Delphi’s Vice President and Chief Audit Executive from 2011 to 2013. From 2010 to 2011, Mr. Masanovich was Senior Vice President, Controller and Chief Accounting Officer at Pro-Build Holdings, Inc., a privately held supplier of lumber and building materials to professional builders and contractors in the United States. Prior to 2010, Mr. Masanovich served in various executive accounting positions with both public and private companies. Mr. Masanovich began his career in public accounting at Coopers & Lybrand (from 1994 to 1997) and PricewaterhouseCoopers LLP (from 1997 to 2001).
Compensation of the New Chief Financial Officer
In connection with Mr. Masanovich’s appointment as Senior Vice President and Chief Financial Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. Masanovich. The Offer Letter provides that Mr. Masanovich’s employment will be on an at-will basis and provides Mr. Masanovich an initial base salary of $475,000, which will be reviewed annually by the Compensation Committee. In addition, the Offer Letter provides that Mr. Masanovich will:
•
participate in the Company’s Annual Incentive Plan with an annual bonus target opportunity of 70% of base salary up to a maximum payout equal to 200% of target, subject to the achievement of performance goals established by the Compensation Committee;
•
participate in the General Cable Corporation Stock Incentive Plan (“Equity Plan”) with an annual long-term incentive compensation target of 225% of base salary, commencing in 2017;




•
receive the following initial equity grants under the Equity Plan on the Effective Date:
◦ restricted stock units with a target value equal to $139,063
◦ performance stock units with a target value of $89,063;
•
participate in the Company’s employee benefit plans and be eligible for three weeks of paid vacation annually;
•
receive a sign-on cash award of $50,000, which award would be subject to recoupment by the Company, on a pro-rata basis, should Mr. Masanovich not remain employed for at least three years following the Effective Date;
•
receive relocation benefits under the Company’s executive relocation policy, tax assistance consistent with Company practice for certain relocation expenses, and temporary housing for up to nine months; and
•
participate in the General Cable Corporation 2014 Executive Officer Severance Benefit Plan.
Mr. Masanovich will be subject to the restrictions in the Company’s Non-Solicitation and Non-Disclosure Agreement applicable to all of the Company’s new employees.
The above summary of Mr. Masanovich’s Offer Letter is qualified in its entirety by reference to the complete text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 7.01    Regulation FD Disclosure
On November 2, 2016, the Company issued a press release announcing the appointment of Mr. Masanovich as Senior Vice President and Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.
The information furnished on this Form 8-K, including the exhibit attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing.






Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
 
Description
10.1
 
Offer letter, dated October 12, 2016, by and between the Company and Matti Masanovich
99.1
 
Press Release dated November 2, 2016
99.2
 
Certain slides contained in General Cable’s Third Quarter 2016 Investor Presentation
99.3
 
Press Release dated November 2, 2016 related to Matti Masanovich’s appointment




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
GENERAL CABLE CORPORATION
 
 
 
November 2, 2016
By:
/s/ EMERSON C. MOSER
 
 
Emerson C. Moser
 
 
Senior Vice President, General Counsel and
Corporate Secretary





EXHIBIT INDEX
Exhibit No.
 
Description
10.1
 
Offer letter, dated October 12, 2016, by and between the Company and Matti Masanovich
99.1
 
Press Release dated November 2, 2016
99.2
 
Certain slides contained in General Cable’s Third Quarter 2016 Investor Presentation
99.3
 
Press Release dated November 2, 2016 related to Matti Masanovich’s appointment




Exhibit 10.1
[Letterhead of General Cable Corporation]

October 12, 2016
Matti Masanovich
Dear Matti:
I am very pleased to extend an offer for you to join General Cable Corporation (the Company) as Senior Vice President and Chief Financial Officer, reporting to me. We look forward to having you join our dynamic Strategic Leadership Team (SLT) as we lead General Cable through an exciting transformation. This is an excellent time for you to join the Company, as we begin our strategic roadmap to the future.
Your start date will be mutually agreed upon and is expected to be in the near future (your actual start date is referred to as the “Effective Date”). Your position will be based in Highland Heights, Kentucky, with domestic and international travel to other locations as necessitated by the Company’s business.
Base Salary
Your annual base salary will be $475,000, and will be paid in accordance with the Company’s normal payroll procedures. Your annual salary shall be subject to review each year by the Compensation Committee of the Board (the “Compensation Committee”) at the same time as it reviews other executive officers’ compensation. Your annual base salary may be adjusted at the discretion of the Compensation Committee, based on my recommendation.
Annual Incentive Compensation
You will be eligible to participate in the Company’s Annual Incentive Plan (“AIP”). Your annual AIP target will be 70% of your base salary (i.e., $332,500). The maximum AIP payout is 200% of target. The Compensation Committee will establish the performance goals for the AIP each year. Payment of any AIP bonus will be made at the same time as AIP bonuses are paid to other executive officers of the Company. The AIP is subject to change in the Board’s discretion.
Long Term Incentive Compensation
You shall be eligible to participate in the General Cable Stock Incentive Plan (the “Equity Plan”). Your annual long-term incentive compensation target will be 225% of your annual salary (i.e., $1,068,750), commencing in 2017. The Equity Plan is subject to change in the Board’s discretion. You will be provided with copies of the relevant Equity Plan documents, which will govern the terms of these awards.
Upon the Effective Date, the Company will grant you the following equity grants for 2016 under the Equity Plan, upon approval by the Compensation Committee:
1.
Restricted Stock Units with respect to shares of Common Stock, with a target value of $139,063.
2.
Performance Stock Units with respect to shares of Common Stock, with a target value of $89,063.


Benefits
The Company offers a comprehensive benefits program that includes a 401(k) savings plan including company matching and retirement contributions, medical, dental, vision, and life insurance plans, short and long term disability insurance, and a deferred compensation plan including a benefits equalization component. You will be eligible for these programs according to the terms of the plans.
You will be eligible for three weeks of paid vacation annually during your employment, which you will begin accruing on the Effective Date, in addition to the Company’s paid holidays, subject to the terms of the Company’s vacation and paid time off policies and procedures.
The Company shall have the right, from time to time and in its sole discretion, to modify and amend all plans and benefits provided to its employees.
Cash Award
To assist with your transition, the Company will provide you with a one-time, cash payment of $50,000, subject to applicable taxes and withholdings. The sign-on award will be paid to you within fifteen (15) days of the Effective Date and is subject to recoupment by the Company, on a pro-rata basis, if you do not remain employed for at least three (3) years following the Effective Date.
Relocation and Temporary Living Accommodation
You will be entitled to relocation benefits for you and your immediate family’s move to the greater Cincinnati area in accordance with the Company’s Tier I Relocation Policy, provided that you remain employed by the Company through the applicable reimbursement date; as part of your transition, the Company will pay for temporary housing (property rental and utilities) in the greater Cincinnati area for up to nine months. You will receive tax assistance consistent with Company practice for certain relocation expenses permissible by law. Specific details are provided in the Tier I Relocation Policy document, which will be provided to you.
Executive Severance Plan
You shall be an Eligible Employee under the General Cable Corporation 2014 Executive Officer Severance Benefit Plan, as in effect from time to time (the “Executive Severance Plan”), and, accordingly, you shall be eligible for severance benefits in accordance with the terms of the Executive Severance Plan.
Recovery of Incentive Compensation
You agree that all incentive compensation, including cash and equity awards payable to you under this offer letter or otherwise, shall be subject to any applicable clawback policy adopted by the Board and all other applicable Company policies, consistent with applicable law.
Section 409A
Any payment under this offer letter that is subject to the requirements of section 409A of the Internal Revenue Code shall be made in a manner and upon an event permitted by section 409A. With respect to payments that are subject to section 409A, (i) amounts that are payable upon your termination of employment may only be made upon a “separation from service” under section 409A, and shall be subject to the six month delay applicable to specified employees, if applicable, (ii) each payment shall be treated as a separate payment for purposes of section 409A, (iii) in no event may you, directly or indirectly, designate the calendar year of any payment, and (iv) reimbursements and other in-kind benefits shall be made in accordance with the requirements of section 409A.

2

Employment is at-Will
Employment with the Company is for no specific period of time. Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time, with or without advance notice, and for any reason or no particular reason or cause. The Company also reserves the right to modify or amend the terms of your employment at any time, with or without notice, and for any reason in its sole discretion, subject to the terms of this offer letter. This offer letter and the Non-Solicitation and Non-Disclosure Agreement described below are the full and complete agreement between you and the Company with respect to these matters.
Governing Law
This offer letter shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky without regard to conflicts of law.
Conditions and Contingencies
This offer is contingent upon the satisfactory results of your employment references, background checks, pre-employment drug screening, and verification of eligibility to work in the United States; additionally, maintaining the authorization to continue to legally work in the US is a required continuing condition of employment. If the Company is not satisfied with the results of this review, the Company, in its sole discretion, may revoke this offer. In order to comply with the Immigration Reform and Control Act of 1986, you will need to provide proof of United States citizenship or the right to work in the United States on your first day of employment.
It is the Company’s policy to have all new employees sign the Company’s Non-Solicitation and Non-Disclosure Agreement (the “Non-Solicitation and Non-Disclosure Agreement”), a copy of which will be provided to you. This offer letter is contingent on your executing, on or before the Effective Date, the Non-Solicitation and Non-Disclosure Agreement and all other documents required to be signed pursuant to the Company’s new hire process for salaried employees.
This offer is also contingent upon your acknowledgement and representation to the Company that (a) there are no restrictions, agreements, or understandings whatsoever to which you are a party which would prevent or make unlawful your execution of this offer letter or the Non-Solicitation and Non-Disclosure Agreement or your employment with the Company, (b) your execution of this offer letter and the Non-Solicitation and Non-Disclosure Agreement and your employment hereunder shall not constitute a breach of any contract, agreement, or understanding, oral or written, to which you are a party or by which you are bound, and (c) you will not bring with you, disclose, or otherwise use any confidential, proprietary, or trade secret information acquired from any prior employer or third party, including such information created by you or others.
All payments under this offer letter shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this offer letter all federal, state, and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. You shall be solely responsible for all federal, state, and local taxes due with respect to any payment received under this offer letter or otherwise in connection with your employment.
Finally, the terms of your employment, including the initial equity award described herein, and your appointment as an Executive Officer of the Company, are subject to the approval of our Board of Directors and its Compensation Committee. I have discussed these items with members of our Board, and I do not anticipate any issues obtaining the requisite formal approvals in due course.

3

I look forward to working with you and am confident that you will make a significant contribution to the Company’s success. Should you have any questions regarding this offer, please do not hesitate to contact me.
Sincerely,
/s/ Michael T. McDonnell            
Michael T. McDonnell
President and Chief Executive Officer
Terms and conditions accepted:
Signature: /s/ Matti Masanovich              Date: 11/2/2016    

4

Exhibit 99.1
GENERAL CABLE REPORTS THIRD QUARTER 2016 RESULTS
HIGHLAND HEIGHTS, KENTUCKY , November 2, 2016 - General Cable Corporation (NYSE: BGC) reported today results for the third quarter ended September 30, 2016. For the quarter, reported diluted loss per share was $0.29 and reported operating income was $5 million. The Company generated adjusted earnings per share for the quarter of $0.07 and adjusted operating income of $32 million. See page 3 and 4 of this press release for the reconciliation of reported to adjusted results and related disclosures.

Michael T. McDonnell, President and Chief Executive Officer, said, “Third quarter results were below our expectations largely due to a temporary lull in North American end market demand early in the quarter and continued pressure on construction and electrical infrastructure spending in Latin America. Third quarter results were also impacted by the further softening of demand for historically higher margin industrial and specialty products, particularly those tied to oil and gas markets. While disappointed by lower than expected third quarter results, unit volume grew late in the quarter and customer sentiment improved as we continue to navigate a choppy end market environment. For the fourth quarter, we expect year-over-year improvement as higher unit volume is anticipated to more than offset lower subsea turnkey project activity. Overall, I’m very pleased with the progress we are making on the elements within our control - most importantly, our ability to execute as we generated strong operating cash flow, reduced outstanding borrowings, and completed the sale of two businesses. In addition, the execution of our strategic roadmap to transform the Company into a more focused, efficient and innovative organization is advancing according to plan.”

Third Quarter Summary
•
Reported operating income of $5 million and adjusted operating income of $32 million were down year over year $20 million and $15 million, respectively, primarily due to lower subsea turnkey project activity compared to last year, further weakening demand for industrial and specialty products tied to oil and gas end markets in North America and the continued pressure in Latin America
•
Generated operating cash flow of $50 million driven by the continued tight management of working capital
•
Maintained significant liquidity with $393 million of availability on the Company’s asset based credit facility and applied cash proceeds from divestitures to reduce outstanding borrowings
•
Completed the sale of the Company’s Zambia business bringing the total cash proceeds generated from the divestiture program to $203 million while also completing the sale of the company’s Venezuela business
•
Impact of metal prices was neutral as compared to guidance and the second quarter of 2016. The third quarter of 2015 was negatively impacted by metal price movements of $10 million.

Segment Demand
North America - Unit volume was down 2% year over year as stronger demand for construction and electric utility distribution cables was more than offset by lower shipments of aerial transmission cables and further weakening of demand for industrial and specialty products tied to oil and gas end markets.

Europe - Unit volume was up 3% year over year driven by demand for electric utility products including land-based turnkey projects as well as energy cables.

Latin America - Unit volume was up 3% year over year driven by demand for aerial transmission products (excluding volume in Venezuela in Q3 2015).

Overall, through the first nine months of the year, demand in electric utility distribution and non-residential construction markets in North America was up mid-single digits year over year while demand for industrial and specialty products tied to oil and gas markets has continued to weaken throughout the year and was down year over year 5% and 50%, respectively. In Europe, setting aside the impact of restructuring activities, end market demand through the first nine months has been flat year over year. Unit volume in Latin America remains under pressure due to reduced spending on electric infrastructure and construction projects.

Net Debt
At the end of the third quarter 2016, the second quarter of 2016 and the fourth quarter of 2015, total debt was $993 million, $1,024 million and $1,079 million, respectively, and cash and cash equivalents was $120 million, $106 million and $112 million, respectively. At the end of the third quarter 2016 net debt was $873 million, which represents a decrease of $45 million from the


second quarter of 2016 and $94 million from the end of 2015.  The decrease in net debt is principally due to cash proceeds from divestitures and the efficient management of working capital including inventory levels.

Update on CFO Transition
We have today announced the appointment of Matti Masanovich as Chief Financial Officer and Senior Vice President, reporting to Michael McDonnell, President and Chief Executive Officer, effective November 11, 2016. Masanovich will be responsible for all aspects of the Finance, Investor Relations and IT functions, while serving as a key business partner in achieving the company’s strategic growth initiatives. Please refer to the separate press release issued today for further detail.

Other Matters
We continue to make progress toward a potential resolution of our previously disclosed and ongoing FCPA related investigations.  Last quarter, based on discussions with the SEC and the DOJ at that time, we increased the range of potential resolution for disgorgement of profit and pre-judgment interest to between $33 million and $59 million.  Based on recent discussions with the DOJ, we now are able to include in our estimated range of potential resolution an estimated range of a potential DOJ penalty and further potential disgorgement. As a result, the new estimated range of reasonably possible resolution, including disgorgement of profits, pre-judgment interest, and any potential DOJ penalty, is between $33 million and $120 million.  We are continuing to have discussions with the SEC and DOJ regarding the terms of a potential resolution. At this time, we are not able to reasonably estimate the amount of any additional possible fines, civil penalties or other relief that may be sought with respect to the SEC’s FCPA investigation or the SEC’s previously-disclosed investigation into accounting issues.

The results of the Company’s Asia Pacific operations were previously presented as discontinued operations; however, in the third quarter of 2016, management determined that the sale of these businesses within one year was uncertain, and therefore determined that the held for sale criteria was no longer met for the businesses in China, New Zealand and Australia. As a result and because the businesses that have been sold to date including the Philippines, Thailand, India, Dominion Wire and Cables (Fiji) and Keystone Electrical Wire and Cable (China), in the aggregate, are not considered a strategic shift; the Asia Pacific operations will no longer be presented as discontinued operations in the financial statements for all periods presented. The Company remains fully committed to optimizing its portfolio and is focused on executing its divestiture program in order to simplify its portfolio.

The minority shareholders in the Company’s business in Colombia (Procables) elected to exercise a contractual right to sell their 40% interest to the Company. The price to be paid, pursuant to the contract, is $18 million and is anticipated to be paid in the fourth quarter of 2016.

Fourth Quarter 2016 Outlook
Revenues in the fourth quarter are expected to be in the range of $850 to $900 million. Unit volume is anticipated to be up mid-single digits year over year. Reported operating income is anticipated to be in the range of $17 to $32 million and adjusted operating income is anticipated to be in the range of $25 to $40 million for the fourth quarter. Reported diluted earnings per share are anticipated to be in the range of ($0.03) to $0.12 per share and adjusted earnings per share are expected to be in the range of $0.05 to $0.20 per share for the fourth quarter. The movement of metal prices is not anticipated to have a material impact on the fourth quarter outlook which assumes copper (COMEX) and aluminum (LME) prices of $2.20 and $0.75, respectively. Foreign currency exchange rates are assumed constant in the fourth quarter outlook. The fourth quarter outlook for adjusted operating results does not include results from Asia Pacific and Africa.

Non-GAAP Financial Measures
Adjusted operating income (defined as operating income before extraordinary, nonrecurring or unusual charges and other certain items), adjusted earnings per share (defined as diluted earnings per share before extraordinary, nonrecurring or unusual charges and other certain items) and net debt (defined as long-term debt plus current portion of long-term debt less cash and cash equivalents) are “non-GAAP financial measures” as defined under the rules of the Securities and Exchange Commission. Metal adjusted revenues, adjusted operating income and return on metal-adjusted sales on a segment basis, non-GAAP financial measures, are also provided herein. See “Segment Information.”

These Company-defined non-GAAP financial measures exclude from reported results those items that management believes are not indicative of our ongoing performance and are being provided herein because management believes they are useful in analyzing the operating performance of the business and are consistent with how management reviews our operating results and the underlying business trends. Use of these non-GAAP measures may be inconsistent with similar measures presented by other companies and should only be used in conjunction with the Company’s results reported according to GAAP. Adjusted results, for periods prior to the fourth quarter of 2015, reflect the removal of the impact of our Venezuelan operations on a standalone basis. Effective as

2

of the end of the third quarter 2015, we deconsolidated our Venezuelan subsidiary and began accounting for our investment in our Venezuelan subsidiary using the cost method of accounting. Historical segment adjusted operating results are disclosed in the Third Quarter 2016 Investor Presentation available on the Company’s website.

A reconciliation of GAAP operating income (loss) and diluted earnings (loss) per share to adjusted operating income and earnings (loss) per share follows:

Third Quarter of 2016 versus Third Quarter of 2015
 
Third Quarter
 
2016
 
2015
In millions, except per share amounts
Operating
Income
EPS
 
Operating Income
EPS
Reported
 $ 4.7

 $ (0.29)

 
 $ 24.8

 $ (0.59)

Adjustments to Reconcile Operating Income/EPS
 
 
 
 
 
     Non-cash convertible debt interest expense (1)
-

0.01

 
-

0.01

     Mark to market (gains) losses on derivative instruments (2)
-

(0.01
)
 
-

0.15

     Restructuring and divestiture costs (3)
24.1

0.29

 
14.2

0.27

     Legal and investigative costs (4)
0.8

0.01

 
2.1

0.04

     (Gain) loss on sale of assets (5)
(6.4
)
(0.08
)
 
-

-

     Loss on deconsolidation of Venezuela (7)
-

-

 
12.0

0.25

     Venezuela (income)/loss (7)
-

-

 
(0.8
)
(0.02
)
     Asia Pacific and Africa (income)/loss (8)
8.9

0.14

 
(4.9
)
0.15

Total Adjustments
27.4

0.36

 
22.6

0.85

Adjusted
 $ 32.1

 $ 0.07

 
 $ 47.4

 $ 0.26


The following reconciliation of estimated operating income and diluted earnings per share to adjusted operating income and adjusted earnings per share for the fourth quarter of 2016 contains forward-looking information.  All forward-looking information involves risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking information as a result of factors, risks and uncertainties over many of which we have no control.  See “Cautionary Statement Concerning Forward-Looking Statements” at the end of this press release.

Fourth Quarter of 2016 Outlook and Fourth Quarter of 2015 Actual
 
Fourth Quarter
 
2016 Outlook
 
2015 Actual
In millions, except per share amounts
Operating
Income
EPS
 
Operating Income
EPS
Reported
 $ 17 - 32

 $ (0.03) - 0.12

 
 $ (37.0)

 $ (0.98)

Adjustments to Reconcile Operating Income/EPS
 
 
 
 
 
     Non-cash convertible debt interest expense (1)
-

0.01

 
-

0.01

     Mark to market (gains) losses on derivative instruments (2)
-

-

 
-

0.08

     Restructuring and divestiture costs (3)
7.0

0.06

 
15.3

0.23

     Legal and investigative costs (4)
2.0

0.02

 
7.3

0.11

     Foreign Corrupt Practices Act (FCPA) accrual (6)
-

-

 
4.0

0.08

     Asia Pacific and Africa (income)/loss (8)
(1.0
)
(0.01
)
 
38.6

0.52

Total Adjustments
8.0

0.08

 
65.2

1.03

Adjusted
 $ 25 - 40

 $ 0.05 - 0.20

 
 $ 28.2

 $ 0.05

    
NOTE: The tables above reflect EPS adjustments based on the Company's full year effective tax rate for 2016 and 2015 of 50% and 40%, respectively.
(1)
The Company's adjustment for the non-cash convertible debt interest expense reflects the accretion of the equity component of the 2029 convertible notes, which is reflected in the income statement as interest expense.
(2)
Mark to market (gains) and losses on derivative instruments represents the current period changes in the fair value of commodity instruments designated as economic hedges. The Company adjusts for the changes in fair values of these commodity instruments as the earnings associated with the underlying contracts have not been recorded in the same period.
(3)
Restructuring and divestiture costs represent costs associated with the Company's announced restructuring and divestiture programs. Examples consist of, but are not limited to, employee separation costs, asset write-downs, accelerated depreciation, working capital write-downs, equipment relocation, contract terminations, consulting fees and legal costs incurred as a result of the programs. The Company adjusts for these charges as management believes these costs will not continue at the conclusion of both the restructuring and divestiture programs.

3

(4)
Legal and investigative costs represent costs incurred for external legal counsel and forensic accounting firms in connection with the restatement of our financial statements and the Foreign Corrupt Practices Act investigation. The Company adjusts for these charges as management believes these costs will not continue at the conclusion of these investigations which are considered to be outside the normal course of business.
(5)
Gains and losses on the sale of assets are the result of divesting certain General Cable businesses. The Company adjusts for these gains and losses as management believes the gains and losses are one-time in nature and will not occur as part of the ongoing operations.
(6)
Foreign Corrupt Practices Act (FCPA) accrual is the Company's estimate of the profits and pre-judgment interest that may be disgorged to resolve the ongoing investigation. See “Other Matters” on page 2 of this press release. The Company adjusts for this accrual as management believes this is a one-time charge and will not occur as part of ongoing operations.
(7)
The Venezuela (income) loss adjustment reflects the removal of the impact of Venezuelan operations prior to its deconsolidation effective at the end of Q3 2015. Effective as of the end of the third quarter 2015, the Venezuelan subsidiary was deconsolidated and accounted for using the cost method of accounting. The loss on the deconsolidation of Venezuela is the one-time charge associated with the deconsolidation. The company adjusted for this loss as management believes the deconsolidation of Venezuela was one-time in nature and will not occur as part of the ongoing operations.
(8)
The adjustment excludes the impact of operations in the Asia Pacific and Africa segment which are not considered "core operations" under the Company's new strategic roadmap. The Company is in the process of divesting or closing these operations which are not expected to continue as part of the ongoing business.

Conference Call and Investor Presentation
General Cable will discuss third quarter results on a conference call that will be broadcast live at 8:30 a.m., ET, on November 3, 2016. The live webcast of the Company’s conference call will be available in listen only mode and can be accessed through the Investor Relations page on our website at www.generalcable.com. Also available on our website is a copy of an Investor Presentation that will be referenced throughout the conference call.
   
General Cable Corporation (NYSE:BGC) is a global leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products and systems for the energy, industrial, specialty, construction and communications markets. Visit our website at www.generalcable.com.

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements that involve risks and uncertainties, predict or describe future events or trends and that do not relate solely to historical matters.  Forward looking statements include, among others, expressed expectations with regard to the following: “believe,” “expect,” “may,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume,” “seek to” or other similar expressions, although not all forward-looking statements contain these identifying words.  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, but are not limited to: the economic strength and competitive nature of the geographic markets that the Company serves; our ability to increase manufacturing capacity and productivity; our ability to increase our selling prices during periods of increasing raw material costs; our ability to service, and meet all requirements under, our debt, and to maintain adequate domestic and international credit facilities and credit lines; our ability to establish and maintain internal controls; the impact of unexpected future judgments or settlements of claims and litigation; the impact of foreign currency exchange rate fluctuations; the impact of future impairment charges; compliance with U.S. and foreign laws, including the Foreign Corrupt Practices Act; our ability to achieve the anticipated cost savings, efficiencies and other benefits related to our restructuring program and other strategic initiatives, including our plan to exit all of our Asia Pacific and African operations, and the other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to, its annual report on Form 10-K filed with the SEC on February 29, 2016, and subsequent SEC filings.  You are cautioned not to place undue reliance on these forward-looking statements.  General Cable does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors.

Contact:
Gavin Bell
Vice President, Investor Relations
(859) 572- 8684

4

GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Fiscal Months Ended
 
Nine Fiscal Months Ended
 
 
September 30,

 
October 2,

 
September 30,

 
October 2,

 
 
2016

 
2015

 
2016

 
2015

Net sales
 
$
924.5

 
$
1,096.4

 
$
2,948.4

 
$
3,561.6

Cost of sales
 
821.6

 
981.1

 
2,615.4

 
3,194.1

Gross profit
 
102.9

 
115.3

 
333.0

 
367.5

 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
86.1

 
90.5

 
238.0

 
311.0

Goodwill impairment charges
 
7.4

 
—

 
9.0

 
3.2

Intangible asset impairment charges
 
4.7

 
—

 
7.5

 
1.7

Operating income (loss)
 
4.7

 
24.8

 
78.5

 
51.6

Other income (expense)
 
(2.1
)
 
(28.9
)
 
4.7

 
(61.9
)
Interest income (expense):
 
 
 
 
 
 
 
 
                    Interest expense
 
(22.5
)
 
(23.2
)
 
(67.2
)
 
(74.2
)
                    Interest income
 
0.2

 
0.7

 
1.2

 
2.2

 
 
(22.3
)
 
(22.5
)
 
(66.0
)
 
(72.0
)
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
(19.7
)
 
(26.6
)
 
17.2

 
(82.3
)
Income tax (provision) benefit
 
5.7

 
(5.3
)
 
(7.7
)
 
0.9

Equity in net earnings (losses) of affiliated companies
 
0.3

 
0.1

 
0.7

 
0.3

Net income (loss) including noncontrolling interest
 
(13.7
)
 
(31.8
)
 
10.2

 
(81.1
)
Less: net income (loss) attributable to noncontrolling interest
 
0.6

 
(2.8
)
 
(0.6
)
 
(7.1
)
Net income (loss) attributable to Company common shareholders
 
$
(14.3
)
 
$
(29.0
)
 
$
10.8

 
$
(74.0
)
 
 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to Company common shareholders
 
 
 
 
 
 
 
 
Earnings (loss) per common share - basic
 
$
(0.29
)
 
$
(0.59
)
 
$
0.22

 
$
(1.51
)
Weighted average common shares - basic
 
49.6

 
48.9

 
49.5

 
48.9

Earnings (loss) per common share - assuming dilution
 
$
(0.29
)
 
$
(0.59
)
 
$
0.21

 
$
(1.51
)
Weighted average common shares - assuming dilution
 
49.6

 
48.9

 
51.7

 
48.9



GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Segment Information
(in millions)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Three Fiscal Months Ended
 
 
Nine Fiscal Months Ended
 
 
September 30,

 
October 2,

 
 
September 30,

 
October 2,

 
 
2016

 
2015

 
 
2016

 
2015

Revenues (as reported)
 
 
 
 
 
 
 
 
 
North America
 
$
496.1

 
$
571.9

 
 
$
1,565.2

 
$
1,819.5

Europe
 
212.1

 
231.0

 
 
663.5

 
743.7

Latin America
 
158.0

 
169.2

 
 
481.2

 
563.3

Africa / Asia Pacific
 
58.3

 
124.3

 
 
238.5

 
435.1

Total
 
$
924.5

 
$
1,096.4

 
 
$
2,948.4

 
$
3,561.6

 
 
 
 
 
 
 
 
 
 
Revenues (metal adjusted) (1)
 
 
 
 
 
 
 
 
 
North America
 
$
496.1

 
$
559.8

 
 
$
1,565.2

 
$
1,700.9

Europe
 
212.1

 
227.1

 
 
663.5

 
706.0

Latin America
 
158.0

 
162.2

 
 
481.2

 
500.6

Africa / Asia Pacific
 
58.3

 
120.1

 
 
238.5

 
394.6

Total
 
$
924.5

 
$
1,069.2

 
 
$
2,948.4

 
$
3,302.1

 
 
 
 
 
 
 
 
 
 
Metal Pounds Sold
 
 
 
 
 
 
 
 
 
North America
 
136.2

 
138.9

 
 
415.5

 
423.7

Europe
 
37.3

 
36.4

 
 
116.3

 
119.5

Latin America
 
57.8

 
57.1

 
 
176.8

 
182.2

Africa / Asia Pacific
 
16.7

 
30.6

 
 
72.3

 
106.8

Total
 
248.0

 
263.0

 
 
780.9

 
832.2

 
 
 
 
 
 
 
 
 
 
Operating Income (loss)
 
 
 
 
 
 
 
 
 
North America
 
$
10.0

 
$
17.9

 
 
$
101.5

 
$
78.4

Europe
 
10.8

 
3.2

 
 
17.0

 
7.9

Latin America
 
(7.1
)
 
(1.2
)
 
 
(10.4
)
 
(19.6
)
Africa / Asia Pacific
 
(9.0
)
 
4.9

 
 
(29.6
)
 
(15.1
)
Total
 
$
4.7

 
$
24.8

 
 
$
78.5

 
$
51.6

 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income (loss) (2)
 
 
 
 
 
 
 
 
 
North America
 
$
33.2

 
$
33.0

 
 
$
104.8

 
$
115.7

Europe
 
5.2

 
15.7

 
 
25.1

 
41.9

Latin America
 
(6.3
)
 
(1.3
)
 
 
(7.2
)
 
(6.8
)
Total
 
$
32.1

 
$
47.4

 
 
$
122.7

 
$
150.8

 
 
 
 
 
 
 
 
 
 
Return on Metal Adjusted Sales (3)
 
 
 
 
 
 
 
 
 
North America
 
6.7
 %
 
5.9
 %
 
 
6.7
 %
 
6.8
 %
Europe
 
2.5
 %
 
6.9
 %
 
 
3.8
 %
 
5.9
 %
Latin America
 
(4.0
)%
 
(0.8
)%
 
 
(1.5
)%
 
(1.4
)%
Total
 
3.7
 %
 
5.0
 %
 
 
4.5
 %
 
5.2
 %
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
Capital Expenditures
 
 
 
 
 
 
 
 
 
North America
 
$
13.7

 
$
5.2

 
 
$
30.2

 
$
16.8

Europe
 
4.2

 
5.2

 
 
13.1

 
13.7

Latin America
 
3.2

 
2.3

 
 
9.8

 
9.0

Africa / Asia Pacific
 
0.3

 
0.4

 
 
0.4

 
8.6

Total
 
$
21.4

 
$
13.1

 
 
$
53.5

 
$
48.1

 
 
 
 
 
 
 
 
 
 
Depreciation & Amortization
 
 
 
 
 
 
 
 
 
North America
 
$
10.2

 
$
9.8

 
 
$
32.1

 
$
30.4

Europe
 
5.6

 
5.7

 
 
17.0

 
19.6

Latin America
 
4.3

 
4.5

 
 
12.7

 
14.6

Africa / Asia Pacific
 
3.4

 
1.5

 
 
4.5

 
10.2

Total
 
$
23.5

 
$
21.5

 
 
$
66.3

 
$
74.8

 
 
 
 
 
 
 
 
 
 
Revenues by Major Product Lines
 
 
 
 
 
 
 
 
 
Electric Utility
 
$
329.6

 
$
384.2

 
 
$
1,054.1

 
$
1,242.4

Electrical Infrastructure
 
222.7

 
295.9

 
 
761.1

 
964.6

Construction
 
203.6

 
219.2

 
 
603.7

 
708.4

Communications
 
115.9

 
137.2

 
 
360.7

 
444.5

Rod Mill Products
 
52.7

 
59.9

 
 
168.8

 
201.7

Total
 
$
924.5

 
$
1,096.4

 
 
$
2,948.4

 
$
3,561.6

 
 
 
 
 
 
 
 
 
 
(1) Metal-adjusted revenues, a non-GAAP financial measure, is provided in order to eliminate an estimate of metal price volatility from the comparison of revenues from one period to another.
(2) Adjusted operating income (loss) is a non-GAAP financial measure. The Company is providing adjusted operating income (loss) on a segment basis because management believes it is useful in analyzing the operating performance of the business and is consistent with how management reviews the underlying business trends. A reconciliation of segment reported operating income (loss) to segment adjusted operating income (loss) is provided in the Appendix of the Third Quarter 2016 Investor Presentation, located on the Company's website.
(3) Return on Metal Adjusted Sales is calculated based on Adjusted Operating Income (Loss).



GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except share data)
 
 
 
 
 
Assets
 
September 30, 2016
 
December 31, 2015
 
 
(unaudited)
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
120.2

 
$
112.4

Receivables, net of allowances of $21.9 million at September 30, 2016
 
 
 
 
and $23.0 million at December 31, 2015
 
727.4

 
715.4

Inventories
 
779.6

 
846.4

Prepaid expenses and other
 
72.2

 
66.2

Total current assets
 
1,699.4

 
1,740.4

 
 
 
 
 
Property, plant and equipment, net
 
544.1

 
563.2

Deferred income taxes
 
28.1

 
30.9

Goodwill
 
12.2

 
22.2

Intangible assets, net
 
28.9

 
36.6

Unconsolidated affiliated companies
 
9.1

 
8.4

Other non-current assets
 
47.8

 
52.9

Total assets
 
$
2,369.6

 
$
2,454.6

 
 
 
 
 
Liabilities and Total Equity
 
 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
 
$
417.4

 
$
428.7

Accrued liabilities
 
342.4

 
352.5

Current portion of long-term debt
 
96.1

 
168.1

Total current liabilities
 
855.9

 
949.3

 
 
 
 
 
Long-term debt
 
896.9

 
911.6

Deferred income taxes
 
139.3

 
145.5

Other liabilities
 
182.3

 
187.1

Total liabilities
 
2,074.4

 
2,193.5

 
 
 
 
 
Commitments and Contingencies
 
 
 
 
Redeemable noncontrolling interest
 
18.2

 
18.2

Total Equity:
 
 
 
 
Common stock, $0.01 par value, issued and outstanding shares:
 
 
 
 
September 30, 2016 - 49,296,728 (net of 9,513,238 treasury shares)
 
 
 
 
December 31, 2015 - 48,908,227 (net of 9,901,739 treasury shares)
 
0.6

 
0.6

Additional paid-in capital
 
714.1

 
720.5

Treasury stock
 
(171.6
)
 
(180.1
)
Retained earnings
 
11.3

 
27.2

Accumulated other comprehensive loss
 
(292.2
)
 
(340.2
)
Total Company shareholders' equity
 
262.2

 
228.0

Noncontrolling interest
 
14.8

 
14.9

Total equity
 
277.0

 
242.9

Total liabilities, redeemable noncontrolling interest and equity
 
$
2,369.6

 
$
2,454.6



1 Consolidated Adjusted Operating Income 3rd Quarter 2nd Quarter 2016 2015 2016 In millions, except per share amounts Operating Income EPS Operating Income EPS Operating Income EPS Reported $ 4.7 $(0.29) $ 24.8 $(0.59) $ 53.3 $ 0.57 Adjustments to Reconcile Operating Income/EPS Non-cash convertible debt interest expense (1) - 0.01 - 0.01 - 0.01 Mark to market (gain) loss on derivative instruments (2) - (0.01) - 0.15 - (0.05) Restructuring and divestiture costs (3) 24.1 0.29 14.2 0.27 16.7 0.25 Legal and investigative costs (4) 0.8 0.01 2.1 0.04 1.1 0.02 (Gain) loss on sale of assets (5) (6.4) (0.08) - - (46.5) (0.86) FCPA Accrual (7) - - - - 5.0 0.09 Loss on deconsolidation of Venezuela (8) - - 12.0 0.25 - - Venezuela (income)/loss (8) - - (0.8) (0.02) - - Asia-Pacific and Africa (income) loss (9) 8.9 0.14 (4.9) 0.15 19.4 0.27 Total Adjustments 27.4 0.36 22.6 0.85 (4.3) (0.27) Adjusted $ 32.1 $ 0.07 $ 47.4 $ 0.26 $ 49.0 $ 0.30 Note 1: The table above reflects EPS adjustments based on the Company's full year effective tax rate for 2016 and 2015 of 50% and 40%, respectively Note 2: See footnote definitions on slide 6 Exhibit 99.2

 
2 Segment Adjusted Operating Income North America, Europe and Latin America Note: See footnote definitions on slide 6 North America Operating Income Q3 Q4 Q1 Q2 Q3 In millions 2015 2015 2016 2016 2016 As reported $ 17.9 $ 6.1 $ 17.7 $ 73.8 $ 10.0 Adjustments to Reconcile Operating Income Restructuring and divestiture costs (3) 11.1 5.4 8.0 13.4 22.9 Legal and investigative costs (4) 4.0 6.0 5.8 1.1 0.8 Foreign Corrupt Practices Act (FCPA) accrual (7) - 4.0 - 5.0 - (Gain) loss on the sale of assets (5) - - - (53.2) (0.5) Total Adjustments 15.1 15.4 13.8 (33.7) 23.2 Adjusted $ 33.0 $ 21.5 $ 31.5 $ 40.1 $ 33.2 Europe Operating Income Q3 Q4 Q1 Q2 Q3 In millions 2015 2015 2016 2016 2016 As reported $ 3.2 $ (1.3) $ 7.7 $ (1.5) $ 10.8 Adjustments to Reconcile Operating Income Restructuring and divestiture costs (3) - 7.2 3.6 1.7 0.3 (Gain) loss on the sale of assets (5) - - - 8.4 (5.9) (Gain) loss on deconsolidation of Venezuela (8) 12.5 - - - - Total Adjustments 12.5 7.2 3.6 10.1 (5.6) Adjusted $ 15.7 $ 5.9 $ 11.3 $ 8.6 $ 5.2 Latin America Operating Income Q3 Q4 Q1 Q2 Q3 In millions 2015 2015 2016 2016 2016 As reported $ (1.2) $ (3.2) $ (3.7) $ 0.4 $ (7.1) Adjustments to Reconcile Operating Income Restructuring and divestiture costs (3) 3.1 2.7 2.5 1.6 0.8 Legal and investigative costs (4) (1.9) 1.3 - - (Gain) loss on the sale of assets (5) - - - (1.7) - (Gain) loss on deconsolidation of Venezuela (8) (0.5) - - - Venezuela (income)/loss (8) (0.8) - - - Total Adjustments (0.1) 4.0 2.5 (0.1) 0.8 Adjusted $ (1.3) $ 0.8 $ (1.2) $ 0.3 $ (6.3) Core Operations - Total Adjusted Operating Income $ 47.4 $ 28.2 $ 41.6 $ 49.0 $ 32.1

 
3 Metal Adjusted Net Sales Note: See footnote definitions on slide 6 North America 3rd Quarter Full Year 2016 2015 2016 2016 In millions Net Sales Net Sales Net Sales Net Sales As reported $ 496.1 $ 571.9 $ 1,565.2 $ 1,819.5 Adjustments to Reconcile Net Sales Metal adjustment (10) - (12.1) - (118.6) Total Adjustments - (12.1) - (118.6) Adjusted $ 496.1 $ 559.8 $ 1,565.2 $ 1,700.9 Europe 3rd Quarter Full Year 2016 2015 2016 2016 In millions Net Sales Net Sales Net Sales Net Sales As reported $ 212.1 $ 231.0 $ 663.5 $ 743.7 Adjustments to Reconcile Net Sales Metal adjustment (10) - (3.9) - (37.7) Total Adjustments - (3.9) - (37.7) Adjusted $ 212.1 $ 227.1 $ 663.5 $ 706.0 Latin America 3rd Quarter Full Year 2016 2015 2016 2016 In millions Net Sales Net Sales Net Sales Net Sales As reported $ 158.0 $ 169.2 $ 481.2 $ 563.3 Adjustments to Reconcile Net Sales Metal adjustment (10) - (7.0) - (62.7) Total Adjustments - (7.0) - (62.7) Adjusted $ 158.0 $ 162.2 $ 481.2 $ 500.6 Asia and Africa 3rd Quarter Full Year 2016 2015 2016 2016 In millions Net Sales Net Sales Net Sales Net Sales As reported $ 58.3 $ 124.3 $ 238.5 $ 435.1 Adjustments to Reconcile Net Sales Metal adjustment (10) - (4.2) - (40.5) Total Adjustments - (4.2) - (40.5) Adjusted $ 58.3 $ 120.1 $ 238.5 $ 394.6

 
4 Adjusted Other Income (Expense) Note: See footnote definitions on slide 6 3rd Quarter 2nd Quarter 2016 2015 2016 In millions Other Income (Expense) Other Income (Expense) Other Income (Expense) As reported $ (2.1) $ (28.9) $ 8.0 Adjustments to Reconcile Other Income (Expense) Mark to market (gain) loss on derivative instruments (2) (0.8) 8.2 (3.6) Venezuela other (income) expense (8) - 0.1 - Asia-Pacific and Africa other (income) loss (9) 1.4 14.7 (1.9) Total Adjustments 0.6 23.0 (5.5) Adjusted $ (1.5) $ (5.9) $ 2.5

 
5 Q4 2016 Outlook Note: See footnote definitions on slide 6 Q4 2016 Outlook Q4 2015 Actual In millions, except per share amounts Operating Income EPS Operating Income EPS Reported $17 - $32 ($0.03) - $0.12 $ (37.0) $(0.98) Adjustments to Reconcile Operating Income/EPS Non-cash convertible debt interest expense (1) - 0.01 - 0.01 Mark to market (gain) loss on derivative instruments (2) - - - 0.08 Restructuring and divestiture costs (3) 7.0 0.06 15.3 0.23 Legal and investigative costs (4) 2.0 0.02 7.3 0.11 Foreign Corrupt Practices Act (FCPA) accrual (7) - - 4.0 0.08 Asia-Pacific and Africa (income) loss (9) (1.0) (0.01) 38.6 0.52 Total Adjustments 8.0 0.08 65.2 1.03 Adjusted $25 - $40 $0.05 - $0.20 $ 28.2 $ 0.05

 
6 Footnotes (1) - The Company's adjustment for the non-cash convertible debt interest expense reflects the accretion of the equity component of the 2029 convertible notes, which is reflected in the income statement as interest expense. (2) - Mark to market (gains) and losses on derivative instruments represents the current period changes in the fair value of commodity instruments designated as economic hedges. The Company adjusts for the changes in fair values of these commodity instruments as the earnings associated with the underlying contracts have not been recorded in the same period. (3) - Restructuring and divestiture costs represent costs associated with the Company's announced restructuring and divestiture programs. Examples consist of, but are not limited to, employee separation costs, asset write-downs, accelerated depreciation, working capital write-downs, equipment relocation, contract terminations, consulting fees and legal costs incurred as a result of the programs. The Company adjusts for these charges as management believes these costs will not continue at the conclusion of both the restructuring and divestiture programs. (4) - Legal and investigative costs represents costs incurred for external legal counsel and forensic accounting firms in connection with the restatement of our financial statements and the Foreign Corrupt Practices Act investigation. The Company adjusts for these charges as management believes these costs will not continue at the conclusion of these investigations which are considered to be outside the normal course of business. (5) - Gain and losses on the sale of assets are the result of divesting certain General Cable businesses. The Company adjusts for these gains and losses as management believes the gains and losses are one-time in nature and will not occur as part of the ongoing operations. (6) - New customer incentive reflects a one-time charge related to an inventory exchange program the Company executed within its automotive ignition wire business. The Company adjusted operating income for this customer incentive as management believes this was a one-time charge that will not occur as part of the ongoing operations. Further, the Company sold this business in the second quarter of 2016. (7) - Foreign Corrupt Practices Act (FCPA) accrual is the Company's estimate of the profits and pre-judgment interest that may be disgorged to resolve the ongoing investigation. The Company adjusts for this accrual as management believes this is a one-time charge and will not occur as part of ongoing operations. (8) - The Venezuela (income) loss adjustment reflects the removal of the impact of Venezuelan operations prior to its deconsolidation effective at the end of Q3 2015. Effective as of the end of the third quarter 2015, the Venezuelan subsidiary was deconsolidated and accounted for using the cost method of accounting. The loss on the deconsolidation of Venezuela is the one-time charge associated with the deconsolidation. The Company adjusted for this loss as management believes the deconsolidation of Venezuela was one-time in nature and will not occur as part of the ongoing operations. (9) - The adjustment excludes the impact of operations in the Asia Pacific and Africa segment which are not considered "core operations" under the Company's new strategic roadmap. The Company is in the process of divesting or closing these operations which are not expected to continue as part of the ongoing business. For accounting purposes, the operations in Asia Pacific and Africa do not meet the requirements to be presented as discontinued operations. (10) - The metal adjustment to net sales is the Company's estimate of metal price volatility to revenues from one period to another. (11) - Excludes depreciation and amortization in Asia Pacific and Africa for the twelve months ended 2015 and the last twelve months as of Q3 2016 of $5.8 million and $11.5 million, respectively.

 

Exhibit 99.3
GENERAL CABLE ANNOUNCES NEW CHIEF FINANCIAL OFFICER
HIGHLAND HEIGHTS, KENTUCKY , November 2, 2016 – General Cable Corporation (NYSE: BGC) today announced the appointment of Matti Masanovich as Chief Financial Officer and Senior Vice President, reporting to Michael McDonnell, President and Chief Executive Officer, effective November 11, 2016.
“Matti is an accomplished leader with significant financial and operational expertise,” said McDonnell. “His global experience developing and executing business strategies to drive revenue growth, margin expansion and free cash flow will be vital as we execute on our strategic roadmap.”
Masanovich will be responsible for all aspects of the Finance, Investor Relations and IT functions, while also serving as a key business partner in achieving the company’s strategic growth initiatives.
Matti brings with him more than 20 years of finance, accounting and operations experience across large, international manufacturing companies. He was recently at Delphi Automotive PLC where he was Vice President, Finance of an $8B, 120,000 employee global business unit. Prior to that, Matti held executive roles across finance disciplines including audit, FP&A, shared services and accounting at companies going through significant transformation such as Dura Automotive, Emcon Technologies, Collins & Aikman, Federal-Mogul, and ProBuild Holdings.
Matti began his career with PricewaterhouseCoopers and earned his Chartered Accountant designation. He holds a Masters of Business Administration degree and an Honours Bachelor of Commerce degree from the University of Windsor.
General Cable Corporation, headquartered in Highland Heights, Kentucky, is a leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products and systems for the energy, industrial, specialty, construction, and communications markets. Visit our website at www.generalcable.com.
Contact:
Gavin Bell
Vice President, Investor Relations
(859) 572-8684