48 REPOR T OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM T o the Board of Directors and Shareholders of General Cable Corporation Highland Heights, KY W e have audited General Cable Corporation and subsidiaries (the "Company") internal control over financial reporting of as of December 31, 2012, based on criteria established in Internal Contr ol - Integrated Framework issued by the Committee of Sponsoring Or ganizations of the T readway Commission. As described in Management's Annual Report on Internal Contr ol over Financial Reporting , management excluded from its assessment the internal control over financial reporting the North American and Chinese businesses of Alcan Cable, and substantially all of the net assets of Prestolite W ire, LLC, as well as 60% of the shares of Productora de Cables Procables S.A.S. (collectively , the “Acquired Businesses”) which were acquired during 2012 whose reported net revenues attributable to the Acquired Businesses aggregated approximately $269 million from the date of their respective acquisitions through December 31, 2012, representing approximately 4% of the Company's consolidated net revenues for the year ended December 31, 2012, and the aggregate total assets of the Acquired Businesses at December 31, 2012 were $552 million, representing approximately 1 1% of the Company's consolidated total assets as of December 31, 2012. Accordingly , our audit did not include the internal control over financial reporting of the Acquired Businesses. The Company's management is responsible for maintaining ef fective internal control over financial reporting and for its assessment of the ef fectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Contr ol over Financial Reporting . Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. W e conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether ef fective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating ef fectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. W e believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed by , or under the supervision of, the company's principal executive and principal financial of ficers, or persons performing similar functions, and ef fected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material ef fect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the ef fectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency , or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment: • Inventory control deficiencies in Brazil that aggregate to a material weakness: Access to information technology (IT) systems in Brazil was not ef fectively controlled Processes and control activities designed to support and reconcile inventory general ledger entries were not ef fected, were incorrectly applied or were overridden Physical security controls to protect assets at one of the Brazilian facilities were not suf ficient to prevent theft. • Rest of W orld (ROW) executive management overrode controls, resulting in a delay in the reporting of inventory accounting issues and allegations of theft to the Company's executive management, and set an improper “tone at the top”, which aggregate to a material weakness. T able of Contents