Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009
Commission file number 001-12983
GENERAL CABLE SAVINGS PLAN
(Full Title of Plan)
GENERAL CABLE CORPORATION
4 Tesseneer Drive
Highland Heights, Kentucky 41076-9753
(Name of Issuer of securities held pursuant to the Plan)
General Cable Savings Plan
Financial Statements as of and for the
Years Ended December 31, 2009 and 2008,
Supplemental Schedule as of
December 31, 2009,
and Report of Independent Registered Public
Accounting Firm
GENERAL CABLE SAVINGS PLAN
TABLE OF CONTENTS
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1 |
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FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2009 AND 2008: |
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4-14 |
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15 |
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16 |
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Exhibit 23.1 |
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NOTE: |
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All other schedules required by Section 2520.103-10 of the Department
of Labors Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted because
they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee of the Board of Directors of General Cable Corporation,
to the Retirement Plans Finance Committee and the Retirement Plans Administrative Committee
(the Retirement Committees), and to the Participants of the General Cable Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the General
Cable Savings Plan (the Plan) as of December 31, 2009 and 2008, and the related statements of
changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets
available for benefits for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2009, is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plans management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2009 financial statements
and, in our opinion, is fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
June 24, 2010
GENERAL CABLE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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ASSETS: |
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Participant-directed investment in General Cable Master
Trust fair value |
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$ |
82,856,769 |
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$ |
65,867,412 |
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Participant loans |
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7,652,157 |
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7,026,751 |
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NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE |
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90,508,926 |
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72,894,163 |
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ADJUSTMENT FROM FAIR VALUE TO CONTRACT
VALUE FOR FULLY BENEFIT-RESPONSIVE
INVESTMENT CONTRACTS |
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(229,220 |
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1,487,112 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
90,279,706 |
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$ |
74,381,275 |
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See notes to financial statements.
- 2 -
GENERAL CABLE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
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2009 |
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2008 |
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CONTRIBUTIONS: |
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Employee |
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$ |
3,290,295 |
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$ |
3,911,803 |
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Employer |
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2,358,412 |
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2,710,913 |
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Rollover |
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47,631 |
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189,727 |
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Total contributions |
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5,696,338 |
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6,812,443 |
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INVESTMENT INCOME (LOSS): |
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Net investment gain (loss) from General Cable Master Trust |
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15,757,150 |
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(27,558,879 |
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Interest income on participant loans |
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483,997 |
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577,986 |
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Total investment income (loss) |
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16,241,147 |
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(26,980,893 |
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DEDUCTIONS: |
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Benefits paid to participants |
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(5,981,272 |
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(7,678,492 |
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Administrative expenses |
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(55,369 |
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(43,894 |
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Total deductions |
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(6,036,641 |
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(7,722,386 |
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TRANSFER TO OTHER PLAN Net |
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(2,413 |
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(10,940 |
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NET INCREASE (DECREASE) |
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15,898,431 |
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(27,901,776 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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74,381,275 |
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102,283,051 |
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End of year |
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$ |
90,279,706 |
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$ |
74,381,275 |
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See notes to financial statements.
- 3 -
GENERAL CABLE SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
1. |
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DESCRIPTION OF THE PLAN |
The following description of the General Cable Savings Plan (the Plan) is provided for
general information purposes only. Participants should refer to the Plan document for more
complete information.
General The Plan is a defined contribution plan of General Cable Corporation (the Company)
covering certain hourly employees of the Company or an affiliated company as determined by the
terms of any applicable collective bargaining agreements. GK Technologies, Inc. is the Plan
Sponsor. General Cable Corporation and affiliated companies are participating employers. The
Retirement Committees, appointed by the Board of Directors of the Company, control and manage
the operation and administration of the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Fidelity Management Trust Co. (FMTC) serves as the trustee and recordkeeper of the Plan. The
General Cable Master Trust (Master Trust) has been established pursuant to a trust agreement
between the Plan Sponsor and FMTC, as trustee of the Master Trust, in order to permit the
commingling of trust assets of multiple employee benefit plans for investment and
administrative purposes. The assets of the Master Trust are held by FMTC.
The Company acquired Gepco International, Inc. and Isotec, Inc. (collectively Gepco) on
August 1, 2009. Effective immediately upon acquisition, Gepco employees became eligible to
participate in the Plan and began making active contributions. In October 2009, participants
were allowed to transfer existing loan balances from the former Gepco International, Inc.
401(k) Profit Sharing Plan or the Isotec, Inc. 401(k) Profit Sharing Plan (the former plans)
into the Plan. Assets of participant accounts remain in the former plans. Application for
IRS determination to terminate the former plans was made in April 2010. Upon IRS approval,
the former plans will be terminated and all assets distributed. Participants in the former
plans may elect to roll their assets into this Plan.
Contributions Participants may contribute up to a certain percent of their pre-tax annual
compensation, as defined in the Plan, subject to certain Internal Revenue Code (IRC)
limitations. Effective December 1, 2009, participants may also make contributions on an
after-tax basis (Roth 401k), subject to the same IRC limits when combined with their pre-tax
contributions. Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans (Rollover). The Company, at its
discretion, may match a percent of the participants pre-tax and/or after-tax contributions.
The Plan provides for the Company to make a discretionary contribution to the Plans employee
retirement account for participants who have completed one year of service. Employer
contributions were net of forfeitures,$100,354 and $142,381, for the years ended December 31,
2009 and 2008, respectively.
Participant Accounts Individual accounts are maintained for each Plan participant. Each
participants account is credited with the participants contributions, the Companys
discretionary matching contribution, the Companys discretionary retirement contribution, and
Plan earnings. Each participants account is charged with withdrawals and an allocation of
Plan losses. The benefit to which a participant is entitled is the benefit that can be
provided from the participants vested account balance.
- 4 -
Investments Participants direct the investments of their accounts into various investment
options offered by the Plan. The Plan currently offers various mutual funds, a
common/collective trust fund, and a Company common stock fund as investment options for
participants.
Vesting Participants are vested immediately in their contributions plus actual earnings
thereon. The vesting of the Companys discretionary retirement contribution portion of their
account is based on years of continuous service. For participants who were hired on or after
July 1, 2000, a participant is 100% vested after seven years of credited service or
immediately upon attainment of age 65, age 55 with five years of service or death or
retirement due to disability. Retirement contributions made on or after January 1, 2007, are
100% vested after six years of credited service or immediately upon attainment of age 65,
age 55 with five years of service or death or retirement due to disability.
The vesting of the Companys discretionary matching contribution portion of their account is
based on years of continuous service. For participants who were hired on or after July 1,
2000, a participant is 100% vested after four years of credited service or immediately upon
attainment of age 65, age 55 with five years of service or death or retirement due to
disability.
Participant Loans Participants may borrow from their fund accounts up to a maximum of
$50,000 or 50% of their vested account balances, whichever is less. The loans are secured by
the balance in the participants account and bear interest at a rate equal to the prime rate,
plus 1%, as determined by the Retirement Committees. Principal and interest are paid ratably
through payroll deductions.
In-Service Withdrawals Prior to termination of employment, participants may make hardship
withdrawals or withdrawals upon attainment of age 59 and one half, in accordance with the Plan
Document.
Payment of Benefits Upon retirement or other termination of employment, a participants
vested account balance less any amount necessary to repay participant loans may be distributed
to the participant, or in the case of death, to a designated beneficiary, in a lump-sum
distribution.
Forfeited Accounts As of December 31, 2009 and 2008, forfeited nonvested accounts totaled
$11,915 and $32,546, respectively. Forfeitures are used to reduce future Company contributions
to the Plan.
2. |
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SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates The preparation of the financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, and changes therein and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Risks and Uncertainties The Plan utilizes various investment instruments within the Master
Trust including mutual funds, a common/collective trust fund, and Company common stock.
Investment securities, in general, are exposed to various risks, such as interest rate, credit
and overall market volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect the amounts reported in
the financial statements.
- 5 -
Investment Valuation and Income Recognition The Plans investments are stated at fair value.
If available, quoted market prices are used to value investments. Shares of mutual funds are
valued at quoted market prices, which represent the net asset value of shares held by the Plan
at year end. The General Cable Stock Fund (Company Stock Fund) is comprised of shares of
Company common stock and cash and is valued at fair value based on the fair value of
the underlying investment in the Company common stock, using quoted market prices, and the
cash portion. Prior to September 13, 2007, the common/collective trust fund, the MFS Fixed
Fund, was stated at fair value as determined by the issuer of the common/collective trust fund
based on the fair value of the underlying investments. The common/collective trust fund
had underlying investments in investment contracts which were valued at fair value of
the underlying assets and then adjusted by the issuer to contract value. The MFS Fixed Fund
was a stable value fund that was a commingled pool for employee benefit plans. The fund
invested in guaranteed investment contracts and in cash and other readily marketable
securities. Participants ordinarily directed the withdrawal or transfer of all or a portion of
their investment at contract value. Contract value represented contributions made to the fund,
plus earnings, less participant withdrawals. Effective September 13, 2007, with the
establishment of the Master Trust, the Blended Income Fund was offered as an investment option
for participants of which the MFS Fixed Fund remained a part. Effective February 29, 2008, the
Plans investment in the MFS Fixed Fund was liquidated and transferred for further investment
in the Galliard Managed Income Fund (part of the Blended Income Fund). The Blended Income Fund
was then renamed the Stable Value Fund. The Stable Value Fund is stated at fair value, as
determined by the issuer based on fair value of the underlying investments, and then adjusted
to contract value as described below. Fair value of the Stable Value Fund is the net asset
value of its underlying investments, and contract value is principal plus accrued interest.
Fair value of the contracts underlying the Stable Value Fund is calculated by discounting the
related cash flows based on current yields of similar instruments with comparable durations.
In accordance with GAAP, the Stable Value Fund is included at fair value in
participant-directed investment in General Cable Master Trust in the statements of net assets
available for benefits, and an additional line item is presented representing the adjustment
from fair value to contract value. The statements of changes in net assets available for
benefits are presented on a contract value basis.
Participant loans are valued at the outstanding loan balances, including active loans, loans
in default, and loans deemed to be taxable distributions.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in the mutual funds
are deducted from income earned on a daily basis and are not separately reflected.
Consequently, management fees and operating expenses are reflected in the investment return
for such investments.
Valuation of Investments (Master Trust) The Plans investment in the Master Trust is
presented at fair value, which has been determined based on the fair value of the underlying
investments of the Master Trust, except the underlying fully benefit responsive investment
contracts which are stated at contract value. When quoted market prices are not available, the
fair value of investments is estimated primarily by independent investment brokerage firms and
insurance companies based on observable market inputs.
New Accounting Standards Adopted The accounting standards initially adopted in the 2009
financial statements described below affected certain note disclosures but did not impact the
statements of net assets available for benefits or the statement of changes of net assets
available for benefits.
- 6 -
Accounting Standards Codification The Financial Accounting Standards Boards (FASB)
Accounting Standards Codification (ASC) became effective on July 1, 2009. At that date, the
ASC became FASBs official source of authoritative GAAP applicable to all public and nonpublic
nongovernmental entities, superseding existing guidance issued by the FASB, the American
Institute of Certified Public Accountants (AICPA), the Emerging Issues Task Force (EITF) and
other related literature. The FASB also issues Accounting Standards Updates (ASU). An ASU
communicates amendments to the ASC. An ASU also provides information to help a user of GAAP
understand how and why GAAP is changing and when the changes will be effective.
Subsequent Events In May 2009, the FASB issued ASC 855 (originally issued as FASB Statement
No. 165, Subsequent Events) to establish general standards of accounting for and disclosing
events that occur after the balance sheet date, but prior to the issuance of financial
statements. ASC 855 provides guidance on when financial statements should be adjusted for
subsequent events and requires companies to disclose subsequent events and the date through
which subsequent events have been evaluated. ASC 855 is effective for periods ending after
June 15, 2009. The adoption of this guidance is reflected in these financial statements.
For the year ended December 31, 2009, subsequent events were evaluated through June 24, 2010,
the date the financial statements were available to be issued.
Updates to Fair Value Measurements and Disclosures In 2009, FASB Staff
Position 157-4, Disclosures Determining Fair Value When the Volume and Level of Activity for
the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly (FSP), was issued and later codified into ASC 820, which expanded disclosures and
required that major category for debt and equity securities in the fair value hierarchy table
be determined on the basis of the nature and risks of the investments.
In September 2009, the FASB issued ASU No. 2009-12, Fair Value Measurements and Disclosures:
Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
(ASU 2009-12), which amended ASC Subtopic 820-10, Fair Value Measurements and Disclosures
Overall. ASU No. 2009-12 is effective for the first reporting period ending after December 15,
2009. ASU No. 2009-12 expands the required disclosures for certain investments with a reported
net asset value (NAV). ASU No. 2009-12 permits, as a practical expedient, an entity holding
investments in certain entities that calculate net asset value per share or its equivalent for
which the fair value is not readily determinable, to measure the fair value of such
investments on the basis of that net asset value per share or its equivalent without
adjustment. The ASU requires enhanced disclosures about the nature and risks of investments
within its scope. Such disclosures include the nature of any restrictions on an investors
ability to redeem its investments at the measurement date, any unfunded commitments, and the
investment strategies of the investee. The Plan has adopted ASU No. 2009-12 on a prospective
basis for the year ended December 31, 2009 (see Note 9). The effect of the adoption of the ASU
had no impact on the statements of net assets available for benefits and statement of changes
in net assets available for benefits.
New Accounting Standards to Be Adopted In January 2010, the FASB issued ASU No. 2010-06,
Fair Value Measurements and Disclosures (ASU No. 2010-06), which amends ASC 820 (originally
issued as FASB Statement No. 157, Fair Value Measurements), adding new disclosure requirements
for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements
relating to Level 3 measurements and clarification of existing fair value disclosures. ASU
No. 2010-06 is effective for periods beginning after December 15, 2009, except for the
requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a
gross basis, which will be effective for fiscal years beginning after December 15, 2010. The
Plan is currently evaluating the impact ASU No. 2010-06 will have on the financial statements.
- 7 -
Administrative Expenses Trustee and investment management fees are paid by the Plan. Other
administrative expenses are paid by the Company.
Payment of Benefits Benefits are recorded when paid.
Transfers In addition to this Plan, the Company also sponsors the General Cable Retirement
and Savings Plan for Salaried Associates (Salaried Plan). If employees change their status
during the year, their account balances are transferred into the corresponding Plan. For the
years ended December 31, 2009 and 2008, account balances totaling a net $7,284 and $10,940,
respectively, on the accompanying statements of changes in net assets available for benefits
represent net transfers of participant account balances to the Salaried Plan. Other transfers
into the Plan of $4,871, related to the Gepco acquisition, are also included in the balance.
3. |
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FAIR VALUE MEASUREMENTS |
ASC 820, Fair Value Measurements and Disclosures, established a single authoritative
definition of fair value, set a framework for measuring fair value, and requires additional
disclosures about fair value measurements. In accordance with ASC 820, the Plan classifies its
investments into Level 1, which refers to securities valued using quoted prices from active
markets for identical assets; Level 2, which refers to securities not traded on an active
market but for which observable market inputs are readily available; and Level 3, which refers
to securities valued based on significant unobservable inputs. Assets are classified in their
entirety based on the lowest level of input that is significant to the fair value measurement.
The following tables set forth by level within the fair value hierarchy a summary of the
Master Trusts portfolio investments (which include the assets of the Plan and of the General
Cable Retirement and Savings Plan for Salaried Associates) measured at fair value on a
recurring basis at December 31, 2009 and 2008.
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Fair Value Measurements |
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at December 31, 2009 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds: |
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Domestic equity funds |
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$ |
68,594,278 |
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$ |
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$ |
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$ |
68,594,278 |
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Bond funds |
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15,289,376 |
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15,289,376 |
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International equity funds |
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13,194,169 |
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13,194,169 |
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Lifecycle funds |
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37,205,350 |
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37,205,350 |
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General Cable Stock Fund |
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16,087,951 |
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16,087,951 |
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Stable value fund |
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59,630,401 |
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59,630,401 |
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Total portfolio investments |
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$ |
134,283,173 |
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$ |
75,718,352 |
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$ |
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$ |
210,001,525 |
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- 8 -
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Fair Value Measurements |
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at December 31, 2008 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Mutual funds |
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$ |
101,439,263 |
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$ |
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$ |
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$ |
101,439,263 |
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General Cable Stock Fund |
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13,883,353 |
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13,883,353 |
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Stable value fund |
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47,898,168 |
|
|
|
|
|
|
|
47,898,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio investments |
|
$ |
101,439,263 |
|
|
$ |
61,781,521 |
|
|
$ |
|
|
|
$ |
163,220,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant loans are valued at cost, which approximates fair value and are considered to be a
Level 3 measurement. ASC 820 requires a roll-forward for all recurring Level 3 investments.
The participant loans are held outside of the Master Trust. For the years ended December 31,
2009 and 2008, the Plans Level 3 investments include solely participant loans.
The following table sets forth a summary of the changes in fair value of the Plans Level 3
investment assets for the year ended December 31, 2009:
|
|
|
|
|
Balance beginning of year |
|
$ |
7,026,751 |
|
Purchases, sales, issuances and settlements net |
|
|
625,406 |
|
|
|
|
|
|
|
|
|
|
Balance end of year |
|
$ |
7,652,157 |
|
|
|
|
|
The following table sets forth a summary of the changes in fair value of the Plans Level 3
investment assets for the year ended December 31, 2008:
|
|
|
|
|
Balance beginning of year |
|
$ |
7,413,796 |
|
Purchases, sales, issuances and settlements net |
|
|
(387,045 |
) |
|
|
|
|
|
|
|
|
|
Balance end of year |
|
$ |
7,026,751 |
|
|
|
|
|
The valuation methods as disclosed in Note 2 may produce a fair value calculation that may not
be indicative of net realizable value or reflective of future fair values. Furthermore,
although the Plan believes its valuation methods are appropriate and consistent with other
market participants, the use of different methodologies or assumptions to determine fair value
of certain financial instruments could result in a different fair value measurement at the
reporting date.
- 9 -
The Plans investments that represented 5% or more of the Plans net assets available for
benefits as of December 31, 2009 and 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
* General Cable Master Trust contract value |
|
$ |
82,627,549 |
|
|
$ |
67,354,524 |
|
* Participant loans |
|
|
7,652,157 |
|
|
|
7,026,751 |
|
During the years ended December 31, 2009 and 2008, the Plans investment in the Master Trust
appreciated (depreciated) in value by $13,812,404 and $(29,942,861), respectively, excluding
interest and dividends.
The Stable Value Fund is a collective trust fund managed by FMTC. The beneficial interest of
each participant is represented by units. Units are issued and redeemed daily at the Stable
Value Funds constant net asset value (NAV) of $1 per unit. Distribution to the Stable Value
Funds unit holders is declared daily from the net investment income and automatically
reinvested in the Stable Value Fund on a monthly basis, when paid. It is the policy of the
Stable Value Fund to use its best efforts to maintain a stable net asset value of $1 per unit,
although there is no guarantee that the Stable Value Fund will be able to maintain this value.
Participants ordinarily may direct the withdrawal or transfer of all or a portion of their
investment at contract value. Contract value represents contributions made to the Stable Value
Fund, plus earnings, less participant withdrawals and administrative expenses. The Stable
Value Fund imposes certain restrictions on the Plan, and the Stable Value Fund itself may be
subject to circumstances that impact its ability to transact at contract value. Plan
management believes that the occurrence of events that would cause the Stable Value Fund to
transact at less than contract value is not probable.
Limitations on the Ability of the Stable Value Fund to Transact at Contract Value:
Restrictions on the Plan Participant-initiated transactions are those transactions allowed
by the Plan, including withdrawals for benefits, loans, or transfers to noncompeting funds
within a plan, but excluding withdrawals that are deemed to be caused by the actions of the
Plan Sponsor. The following employer-initiated events may limit the ability of the Stable
Value Fund to transact at contract value:
|
|
|
A failure of the Plan or its trust to qualify for exemption from federal income taxes
or any required prohibited transaction exemption under ERISA |
|
|
|
Any communication given to Plan participants designed to influence a participant not
to invest in the Stable Value Fund or to transfer assets out of the Stable Value Fund |
|
|
|
Any transfer of assets from the Stable Value Fund directly into a competing investment
option |
- 10 -
|
|
|
The establishment of a defined contribution plan that competes with the Plan for
employee contributions |
|
|
|
Complete or partial termination of the Plan or its merger with another plan |
Circumstances That Impact the Stable Value Fund The Stable Value Fund invests in assets,
typically fixed income securities or bond funds, and enters into wrapper contracts issued by
third parties. A wrap contract is an agreement by another party, such as a bank or insurance
company, to make payments to the Stable Value Fund in certain circumstances. Wrap contracts are
designed to allow a stable value portfolio to maintain a constant NAV and protect a portfolio
in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay a
portfolio the difference between the contract value and the market value of the underlying
assets once the market value has been totally exhausted.
The wrap contracts generally contain provisions that limit the ability of the Stable Value
Fund to transact at contract value upon the occurrence of certain events. These events
include:
|
|
|
Any substantive modification of the Stable Value Fund or the administration of the
Stable Value Fund that is not consented to by the wrap issuer |
|
|
|
Any change in law, regulation, or administrative ruling applicable to a plan that
could have a material adverse effect on the Stable Value Funds cash flow |
|
|
|
Employer-initiated transactions by participating plans as described above |
In the event that wrap contracts fail to perform as intended, the Stable Value Funds NAV may
decline if the market value of its assets declines. The Stable Value Funds ability to receive
amounts due pursuant to these wrap contracts is dependent on the third-party issuers ability
to meet its financial obligations. The wrap issuers ability to meet its contractual
obligations under the wrap contracts may be affected by future economic and regulatory
developments.
The Stable Value Fund is unlikely to maintain a stable NAV if, for any reason, it cannot
obtain or maintain wrap contracts covering all of its underlying assets. This could result
from the Stable Value Funds inability to promptly find a replacement wrap contract following
termination of a wrap contract. Wrap contracts are not transferable and have no trading
market. There are a limited number of wrap issuers. The Stable Value Fund may lose the benefit
of wrap contracts on any portion of its assets in default in excess of a certain percentage of
portfolio assets.
6. |
|
EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Most of the underlying investments of the Plans investment in the Master Trust are held in
shares of mutual funds and units of the Stable Value Fund managed by FMTC. FMTC is the
trustee, as defined by the Plan and associated trust agreement and, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment
management services were funded from the expense ratios of the various funds.
At December 31, 2009 and 2008, the Plan held 994,665 and 1,653,150 units, respectively, of the
General Cable Stock Fund which includes cash and common stock of General Cable Corporation, a
participating employer, with a cost basis of $6,426,278 and $10,522,840, respectively. During
the years ended December 31, 2009 and 2008, the Plan recorded no dividend income associated
with this investment.
Loans to participants in the amount of $7,652,157 and $7,026,751 were outstanding at December
31, 2009 and 2008, respectively.
- 11 -
Although it has not expressed any intention to do so and subject to the terms of any
applicable collective bargaining agreements, the Plan sponsor has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions
set forth in ERISA by duly adopted written resolution of the Board of Directors of the Plan
sponsor. In the event of termination, the assets of the Plan credited to each participants
account become fully vested and non-forfeitable, and the Plan assets will be allocated to
provide benefits to participants as set forth in the Plan, or as otherwise required by law.
8. |
|
INTEREST IN MASTER TRUST |
Certain of the Plans investment assets are held in a trust account at the Trustee and consist
of an undivided interest in an investment account of the Master Trust, a master trust
established by the Company and administered by the Trustee. Use of the Master Trust permits
the commingling of trust assets with the assets of the Salary Plan, another plan sponsored by
the Company, for investment and administrative purposes. Although assets of both plans are
commingled in the Master Trust, the Trustee maintains supporting records for the purpose of
allocating the net gain or loss of the investment account to the participating plans. The net
investment income of the investment assets is allocated by the Trustee to each participating
plan based on the relationship of the interest of each plan to the total of the interests of
the participating plans.
The investments of the Master Trust at December 31, 2009 and 2008, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Investments whose fair value is determined based
on quoted market prices: |
|
|
|
|
|
|
|
|
Common/collective trust fund |
|
$ |
59,630,401 |
|
|
$ |
47,898,168 |
|
Mutual funds |
|
|
134,283,173 |
|
|
|
101,439,263 |
|
Common stock fund |
|
|
16,087,951 |
|
|
|
13,883,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets of the General Cable Master
Trust fair value |
|
|
210,001,525 |
|
|
|
163,220,784 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
(473,559 |
) |
|
|
3,222,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets of the General Cable Master Trust |
|
$ |
209,527,966 |
|
|
$ |
166,443,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plans interest in net assets of the
General Cable Master Trust contract value |
|
$ |
82,627,549 |
|
|
$ |
67,354,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plans interest in Master Trust as a
percentage of the total |
|
|
39 |
% |
|
|
40 |
% |
- 12 -
The net investment earnings (loss) of the Master Trust for the year ended December 31, 2009
and 2008, is summarized below:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Dividend and interest income |
|
$ |
4,825,458 |
|
|
$ |
5,951,138 |
|
|
|
|
|
|
|
|
|
|
Net appreciation (depreciation) in fair value of investments
whose fair value was determined based on quoted
market prices: |
|
|
|
|
|
|
|
|
Mutual funds |
|
|
26,488,572 |
|
|
|
(60,112,557 |
) |
Common stock fund |
|
|
10,846,004 |
|
|
|
(17,641,725 |
) |
|
|
|
|
|
|
|
|
|
Net appreciation (depreciation) in fair value
of investments |
|
|
37,334,576 |
|
|
|
(77,754,282 |
) |
|
|
|
|
|
|
|
|
|
Investment gain (loss) of General Cable Master Trust |
|
$ |
42,160,034 |
|
|
$ |
(71,803,144 |
) |
|
|
|
|
|
|
|
9. |
|
NET ASSET VALUE (NAV) PER SHARE |
In accordance with ASU No. 2009-12, the Plan should include disclosures to include the
category, fair value, redemption frequency, and redemption notice period for those assets
whose fair value is estimated using the net asset value per share as of December 31, 2009. The
estimated fair value of the Stable Value Fund is net asset value. The use of net asset value
as a fair value is deemed appropriate as the Stable Value fund does not have a finite life,
unfunded commitments or significant restrictions on redemptions.
10. |
|
FEDERAL INCOME TAX STATUS |
The Internal Revenue Service has determined and informed the Company by a letter dated October
16, 2002, that the Plan and related trust are designed in accordance with applicable sections
of the IRC. The Plan has been amended since receiving this determination letter in accordance
with the Economic Growth and Tax Relief Reconciliation Act of 2001 and for certain regulations
promulgated by the IRS and DOL. However, the Plan sponsor believes the Plan is designed and
being administered in accordance with the IRC. In addition, the Plan had certain
administrative issues occur. The Plan Sponsor is in the process of taking the necessary
corrective steps. The Plan Sponsor believes that the Trust, as amended, continues to qualify
and to operate under the applicable requirements of the IRC and has maintained its tax-exempt
status. Therefore, no provision for income taxes is included in the accompanying financial
statements.
- 13 -
11. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial
statements to the Form 5500 as of December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
90,279,706 |
|
|
$ |
74,381,275 |
|
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
229,220 |
|
|
|
(1,487,112 |
) |
Certain deemed distributions of participant loans |
|
|
(789,274 |
) |
|
|
(815,036 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
89,719,652 |
|
|
$ |
72,079,127 |
|
|
|
|
|
|
|
|
For the year ended December 31, 2009, the following is a reconciliation of net investment gain
per the financial statements to the Form 5500:
|
|
|
|
|
Total net investment gain per the financial statements |
|
$ |
16,241,147 |
|
Add adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
|
|
1,716,332 |
|
Less interest on deemed distributions |
|
|
(34,408 |
) |
|
|
|
|
|
|
|
|
|
Total gain on investments per the Form 5500 |
|
$ |
17,923,071 |
|
|
|
|
|
For the year ended December 31, 2009, the following is a reconciliation of distributions to
participants per the financial statements to the Form 5500:
|
|
|
|
|
Total distributions to participants per the financial statements |
|
$ |
5,981,272 |
|
Less previously deemed loans |
|
|
(110,139 |
) |
Add deemed distributions |
|
|
49,969 |
|
|
|
|
|
|
|
|
|
|
Total distributions to participants per the Form 5500 |
|
$ |
5,921,102 |
|
|
|
|
|
******
- 14 -
SUPPLEMENTAL SCHEDULE
- 15 -
GENERAL CABLE SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009
|
|
|
|
|
|
|
Current |
|
Identity of Issuer/Description of Investment |
|
Value |
|
|
|
* Active loans to participants notes receivable, with interest rates ranging
from 4.25% to 11.50%, maturing through February 2019 |
|
$ |
6,862,883 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,862,883 |
|
|
|
|
|
- 16 -
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or
other persons who administer the employee benefits plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
GENERAL CABLE SAVINGS PLAN
|
|
Date: June 24, 2010 |
By: |
/s/ Robert J. Siverd |
|
|
|
Name: |
Robert J. Siverd |
|
|
|
Title: |
Member, Retirement Plans
Administrative Committee |
|
- 17 -
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number |
|
Exhibit |
|
|
|
|
|
|
23.1 |
|
|
Consent of Independent Registered Public Accounting Firm
for General Cable Corporation Savings Plan |
- 18 -