24 ITEM 7. MANAGEMENT’S DISCUSSION AND ANAL YSIS OF FINANCIAL CONDITION AND RESUL TS OF OPERA TIONS The following Management’ s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand General Cable Corporation’ s financial position, changes in financial condition, and results of operations. MD&A is provided as a supplement to the Company’ s Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements ("Footnote" or “Notes”) and should be read in conjunction with the Consolidated Financial Statements and Notes. Certain statements in this report including, without limitation, statements regarding future financial results and performance, plans and objectives, capital expenditures and the Company’ s or management’ s beliefs, expectations or opinions, are forward-looking statements, and as such, General Cable desires to take advantage of the “safe harbor” which is af forded such statements under the Private Securities Litigation Reform Act of 1995. The Company’ s forward-looking statements should be read in conjunction with the Company’ s comments in this report under the heading, “Disclosure Regarding Forward-Looking Statements.” Actual results may dif fer materially from those statements as a result of factors, risks and uncertainties over which the Company has no control. For a list of these factors, risks and uncertainties, refer to Item 1A - Risk Factors. Overview The Company is a global leader in the development, design, manufacture, marketing and distribution of copper , aluminum and fiber optic wire and cable products for use in the ener gy , industrial, construction, specialty and communications markets. The Company additionally engages in the design, integration, and installation on a turn-key basis for products such as high and extra- high voltage terrestrial and submarine systems. The Company analyzes its worldwide operations based on three geographical segments: North America, Europe and Mediterranean, and ROW . As of December 31, 2012 , the Company manufactures its product lines in 56 manufacturing facilities and sells its products worldwide through its global operations. The Company believes it has a strong market position in each of the segments in which it competes due to the Company's guiding principles discussed in Item 1 - Business. Significant Curr ent Business T r ends and Events The wire and cable industry is competitive, mature and cost driven with minimal dif ferentiation for many product of ferings among industry participants from a manufacturing or technology standpoint. In the latter part of 2010 and in 201 1, the Company has benefited from a recovery in demand. However , demand and pricing levels generally remain low compared to the levels that were achieved prior to the impact of the global financial crisis and economic downturn that began in late 2007. The following are significant trends and events that occurred in 2012 that af fected the Company's operating results: The Company continued and expects to continue to see volatile commodity pricing, primarily copper and aluminum, as well as other cost inputs. The Company typically passes these changes in copper and aluminum prices along to its customers, although there are timing delays of varying lengths depending upon the volatility of metal prices, the type of product, competitive conditions, pricing mechanisms and particular customer arrangements. Although the general trends are detailed in Item 1 - Business – Raw Materials, there is no exact measure of the ef fect of the change of raw material cost inputs due to the high volume of transactions in any given period, each of which involves a number of factors in the individual pricing decisions. T o help reduce this volatility , the Company has implemented various pricing mechanisms and hedges a portion of its metal purchases when there is a firm price commitment for a future delivery but does not engage in speculative metals trading. On September 25, 2012 , the Company completed the issuance and sale of $ 600.0 million in aggregate principal amount of new senior unsecured notes (the " 5.75 % Senior Notes"). The Company used a portion of the proceeds of the 5.75% Senior Notes of fering to call for its 7.125% Senior Fixed Rates Notes due 2017 and intends to use the balance to purchase or redeem its 0.875% Convertible Notes through a possible tender of fer , purchases or payment at maturity and for other general corporate purposes, which may include other borrowings under the Revolving Credit Facility . On July 21, 201 1, the Company entered into a $400 million Revolving Credit Facility , which was subsequently amended to, among other things, increase the Revolving Credit Facility to $700 million, $630 million of which may be borrowed by the U.S. borrower under the Revolving Credit Facility and $70 million of which may be borrowed by the Canadian borrower under the Revolving Credit Facility . The Revolving Credit Facility replaced the Company's prior $400 million Senior Secured Revolving Credit Facility (“T erminated Credit Facility”), which was set to mature in July 2012. The Revolving Credit Facility contains restrictions in areas consistent with the T erminated Credit Facility , including limitations on, among other things, distributions and dividends, acquisitions and investments, indebtedness, liens and af filiate transactions. In the aggregate, however , the restrictions in the Revolving Credit Facility provide the Company greater flexibility than those under the T erminated Credit Facility , and generally only apply in the event that the Company's availability under the Revolving Credit Facility falls below certain specific thresholds. T able of Contents