In re GENERAL CABLE

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 79703 / December 29, 2016 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-17755 
 
 
In the Matter of 
 
GENERAL CABLE 
CORPORATION, 
 
Respondent. 
 
 
 
 
 
 
 ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
I.  
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against General Cable Corporation (“GCC” or 
“Respondent”).  
 
II.  
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the jurisdiction over it and 
the subject matter of these proceedings, and consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 

 
 
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III.  
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that 
Summary 
 
1. This matter concerns violations of the anti-bribery, books-and-records, and internal 
accounting controls provisions of the Foreign Corrupt Practices Act of 1977 (“FCPA”) by GCC, a 
global manufacturer of copper, aluminum, and fiber optic wire and cable products based in 
Highland Heights, Kentucky. 
2. Between 2003 and 2015, GCC’s subsidiaries made improper payments of 
approximately $19 million to foreign government officials in Angola, Thailand, China, Indonesia, 
Bangladesh, and Egypt, generating illicit profits over $51 million on sales to state-owned 
enterprises (“SOEs”).  GCC made these payments directly to foreign government officials, or 
through third-party agents or distributors, in the form of sales commissions, rebates, discounts, and 
other fees, who passed on payments to foreign government officials in connection with SOE 
business.  Some of these payments were made even though employees of GCC’s subsidiaries 
informed executives and employees at GCC that they suspected that payments to third parties were 
being used for improper purposes, including potential bribery. 
3. GCC failed to require or ensure, among other things, (a) anticorruption due 
diligence on the retention of third-party agents and distributors; (b) proof that services had been 
rendered by third parties before payment could be made to them; and (c) oversight of the 
payment process to ensure that payments were made pursuant to GCC’s policies or contractual 
terms, or that payments were reasonable and legitimate.  GCC failed to address these risks, 
which allowed the conduct to continue.  And GCC’s subsidiaries improperly recorded these 
payments as legitimate business expenses on their books and records and financial statements, 
which were consolidated into GCC’s financial statements filed with the Commission. 
Respondent 
4. GCC is a publicly traded company headquartered in Highland Heights, Kentucky.  
GCC is a global manufacturer of copper, aluminum, and fiber optic wire and cable products.  
During the relevant period, GCC maintained operations in three segments, North America, Europe 
& Mediterranean (“E&M,” now known as the Europe segment), and Rest of World (“ROW,” split 
into the Latin America and Asia Pacific segments in 2014).  GCC’s common stock is registered 
with the Commission under Section 12(b) of the Exchange Act, and GCC files annual and 
quarterly reports under Section 13(a) of the Exchange Act and related rules.  GCC’s common stock 
trades on The New York Stock Exchange under the ticker symbol “BGC.” 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in these or any other proceedings. 

 
 
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Relevant Entities 
5. General Cable Celcat, Energia e Telecomunicações, S.A. (“Celcat”) is an 
indirect GCC subsidiary located in Portugal and acquired by GCC in June 1999.  Celcat 
manufactures and sells GCC’s wire and cable products primarily in the E&M segment. 
6. General Cable Condel, Cabos de Energia e Telecomunicações, S.A. (“Condel”) 
is an indirect GCC subsidiary located in Angola and acquired by GCC in June 1999.  Condel’s 
direct parent company was Celcat.  Condel manufactured and sold GCC products primarily to 
entities owned by the Angolan government.  In October 2014, GCC announced a plan to exit its 
operations in the Africa and Asia Pacific regions, including Condel. 
7. Phelps Dodge International (Thailand) Limited (“PDTL”) was an indirect GCC 
subsidiary acquired by GCC in October 2007.  PDTL manufactured and sold GCC products in 
Southeast Asia and the Middle East.  In August 2015, GCC sold PDTL as part of its plan to exit 
operations in the Africa and Asia Pacific regions. 
8. General Cable (Tianjin) Alloy Products Company Limited (“GC China”) was 
an indirect GCC subsidiary acquired by GCC in December 2012, and manufactured and sold GCC 
products for its domestic market. 
9. General Cable Egypt S.A.E. (“GC Egypt”) was an indirect subsidiary of GCC 
acquired by GCC in September 2010, and manufactured and sold GCC’s products in the E&M 
segment.  GCC sold GC Egypt in May 2016 as part of its plan to exit operations in the Africa and 
Asia Pacific regions. 
Facts 
10. At all relevant times, GCC had a code of ethics (“Code of Ethics”) that prohibited 
its employees from offering or giving any person any payment which may be illegal or unethical.  
The Code of Ethics specifically prohibited any consideration given to a public official, unless 
authorized by law, and made specific reference to the applicability of the FCPA to GCC and its 
employees.  It also prohibited excessive payments to third parties when the value of the 
consideration offered or given exceeds the reasonable value of the services performed in return.  
Specifically, the Code of Ethics warned that an excessive payment to an individual arranging 
contracts with government officials could be illegal or unethical as it might suggest that some of 
the payment is being channeled to government officials, or is somehow being used for improper 
purposes.  Finally, the Code of Ethics required all transactions to be executed only with 
management authority, general or specific, in compliance with federal securities laws that required 
GCC to maintain books, records, and accounts that accurately and fairly reflect transactions, and a 
system of internal accounting controls designed to provide reasonable assurances that GCC’s 
financial statements will be accurate and complete. 
11. Although GCC’s Code of Ethics applied globally to its subsidiaries and employees, 
GCC did not provide adequate guidance or training on policies and procedures to ensure 
compliance with the FCPA.  As a result, a number of GCC’s foreign subsidiaries lacked internal 
accounting controls for doing business with third-party entities on sales to government customers.  
Further, despite signing compliance questionnaires representing that they knew and understood the 

 
 
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Code of Ethics, some of GCC’s employees generally were not aware that the FCPA, as a U.S. law, 
applied to their operations, and failed to perform anticorruption due diligence on third-party 
entities, obtain written contracts with third-party entities requiring their compliance with the 
FCPA, and report to management transactions that raised corruption issues. 
Improper Payments in Angola 
12. GCC subsidiaries Celcat (in Portugal) and Condel (in Angola) in GCC’s E&M 
(Europe & Mediterranean) segment sold wire and cable products to SOEs in Angola.  A majority 
of Celcat’s and Condel’s sales in Angola were to these SOEs.  Celcat was the direct parent 
company of Condel, which was managed by a Country Manager in Angola as its most senior 
employee. 
13. Since at least as early as 2008, GCC’s E&M segment maintained a policy 
governing the payment of commissions or fees to third-party entities on sales contracts.  This 
policy required the approval of E&M’s management for commissions to third-party entities greater 
than 5% of the value of the sales contracts.  The policy also prohibited commissions over 10% of 
the value of the sales contracts. 
14. From 2003 to 2013, Celcat and Condel made 81 improper payments through 
commissions totaling over $9 million either directly to employees of SOEs in Angola, or to a third-
party agent, resulting in more than $34 million in profits on Celcat or Condel’s sales to SOEs in 
Angola, as follows: 
 From May 2003 to May 2009, 38 improper payments of $459,369 were directly made 
to at least five employees of Angolan SOEs on sales of approximately $6.1 million.  
The payments ranged from 1.7 to 2% of the related sales value. 
 In 2008, three commission payments of $150,156 were made to an agent of a SOE in 
Angola with knowledge that the payments would be passed on, in part, to officials of 
the SOE.  The commission was 15% of the related sales value of $967,644.  The agent 
shared the commission with two officials of the SOE. 
 From May 2009 to December 2013, 40 commission payments totaling $8.7 million 
were made to a third-party agent (“the Agent”) in Angola on sales of $80 million with 
knowledge that the Agent would pass a portion of the payments to Angolan SOEs.  
These payments were directed by Condel’s Country Manager and approved by Celcat’s 
executives.  Also, in August 2013 Condel directed the Agent to purchase a sport-utility 
vehicle valued at $135,239 and register it in the name of an employee of an Angolan 
SOE. 
15. In 2004 and 2005, though ultimately not paid due to a dispute with the SOE, Celcat 
initially agreed to make an improper payment of $52,784 (or 1%) to an employee of an SOE on 
sales of approximately $5.5 million to the SOE.   
16. The commissions identified above were approved by senior management at Celcat 
or Condel, but the true nature of the payments were concealed from GCC’s executive management.  

 
 
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In particular, Condel’s Country Manager conceived of and orchestrated the scheme to make 
improper payments to employees of the SOEs in Angola.   
17. GCC’s employees and agents communicated about the scheme via e-mail, among 
other means of communication.  For example, on October 22, 2002, a Condel senior executive 
wrote an e-mail to a Celcat employee stating: “I agreed with [an Angolan SOE employee] on a 
commission of 2% on orders placed, which at this stage will be through General Cable Condel; I 
propose to work through objectives, on an identical basis with [the SOE].” 
18. Similarly, on September 12, 2005, a Condel employee wrote an e-mail to a Celcat 
employee stating: “Everyone knew that [an Angolan government official] was being paid (if not 
there would be no need for the bills that come from there); when the contract was signed, this was 
what was agreed had to be paid.” 
19. Beginning in May 2009, Celcat and Condel concealed the payments to the Angolan 
officials through the Agent.  Condel’s Country Manager facilitated Condel’s engagement of the 
Agent to provide purported services under a written agreement, which was approved by Celcat’s 
CEO and CFO.  The agreement did not specify any terms and conditions except that Condel would 
pay the Agent “a commission of 1% of the amount of each invoice . . . [that] may be revised on a 
case-by-case basis.”  The agreement did not contain language prohibiting the Agent from paying 
bribes or other illicit payments.  And Celcat and Condel used the Agent as a conduit to direct 
corrupt payments to Angolan officials. 
20. Under Condel’s relationship with the Agent, Celcat and Condel’s annual sales to 
the SOEs in Angola increased substantially, from approximately $6.7 million in 2009 to $23.6 
million in 2012.  During this period, Condel’s Country Manager exclusively controlled the 
relationship with the Agent, including calculating the commissions that Condel would pay to the 
Agent on SOE sales, and took steps to conceal the improper payments from GCC’s executive 
management.  From 2009 to 2013, in violation of GCC’s policies, Condel paid commissions to the 
Agent from 5 to 24% of the sales value, with an average commission rate of 16%.  Records of 
these commissions did not describe any services performed by the Agent; the commissions were 
calculated separately from sales invoices to the SOEs; and Condel’s Country Manager directed the 
commission payments to the Agent’s personal bank account.  Celcat and Condel’s management 
violated GCC’s policies and did not seek approval of the commissions to the Agent from E&M’s 
management. 
GCC’s Investigation of the Agent 
21. In September 2012, GCC’s Internal Audit department (“Internal Audit”) performed 
an on-site audit of financial and operational processes and controls at Condel.  In December 2012, 
Internal Audit submitted a report to GCC’s executive management that identified several red flags 
concerning Condel’s relationship with the Agent: (a) the agreement with the Agent did not include 
an anti-bribery clause for compliance with the FCPA; (b) the agreement with the Agent established 
a 1% commission, but actual commissions paid to the Agent in 2012 ranged from 8.5 to 18.5%, 
although E&M’s policy prohibited commissions over 10%; and (c) Condel’s management was not 
aware that contracts with agents should include language requiring compliance with the FCPA. 

 
 
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22. Despite red flags that GCC’s relationship with the Agent may violate anti-bribery 
laws and its policies, GCC’s executive management failed to implement any additional internal 
accounting controls in response to the report until August 2013.  As a result, from December 2012 
to August 2013, Condel continued to make commission payments to the Agent over $1.5 million in 
violation of GCC’s policies.  
23. In August 2013, eight months after the Internal Audit report was issued, an E&M 
Compliance Manager conducted an onsite review of Condel to address internal controls matters 
and follow up on Internal Audit’s December 2012 report.  The Compliance Manager identified 
additional red flags about Condel’s relationship with the Agent, including: (a) the average 
commissions paid in 2012 was 18% when the agreement with the Agent specified 1%; (b) 
Condel’s Country Manager, who exclusively managed the relationship with the Agent, directed 
payments to the Agent’s personal bank account; (c) no proof of services performed were provided 
by the Agent; and (d) the customers related to the Agent were Angolan SOEs. 
24. The Compliance Manager submitted a memorandum detailing the red flags to 
E&M’s management, including a GCC executive officer.  The Compliance Manager also informed 
E&M’s management that Condel’s management may be paying bribes to the Agent or government 
officials on sales to SOEs. 
25. Within days, GCC’s executive management commenced an internal investigation 
of Condel’s relationship with the Agent for potential bribery of SOE officials.  In October 2013, 
GCC’s executive management instructed Celcat and Condel’s management to cease payment of 
past due commissions to the Agent pending further investigation and without authorization by 
GCC’s executive management. 
GCC Approves Additional Commissions to the Agent During the Investigation 
26. In November 2013, E&M’s management consulted GCC’s executive management 
on how to proceed with proposing new business to the Angolan SOEs in light of the investigation 
of the Agent.  E&M’s management anticipated that the prohibition of commission payments to the 
Agent would result in a potential loss of approximately $10 million in sales to the Angolan SOEs 
and in approximately $5 million in termination costs.  To avoid further loss of sales, E&M’s 
management asked GCC’s executive management whether Condel could continue to use the Agent 
in dealing with the SOEs, or whether Condel should use another agent or deal directly with the 
SOEs. 
27. GCC’s executive management instructed that (1) Condel should terminate the 
Agent and transition to a new agent, but (2) to allow time to transition to the new agent, Condel 
could work with the existing Agent on a case-by-case basis, until the new agent is in place, for new 
business with the SOEs, but with “appropriate” and “proper” commission payments to the Agent.  
At all relevant times, E&M’s policy prohibited commissions above 10%.  GCC’s executive 
management requested E&M’s management to follow up on these instructions and to lay out the 
process for dealing with the Agent while they transition to a new agent. 
28. Shortly thereafter, in November 2013 an E&M manager approved sales contracts 
with the Angolan SOEs that called for commissions to the Agent from 7.5% to 18.5%.  Further, in 

 
 
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December 2013, the E&M manager approved the payment of past due commissions of $342,613 to 
the Agent from 6 to 18% of the related sales contracts.  These commissions violated GCC’s Code 
of Ethics, E&M’s policy on excessive payments to third-parties, and GCC executive 
management’s instructions. 
GCC’s Improper Payments in Thailand, Indonesia, and Bangladesh 
Improper Payments on Domestic Sales to Thai SOEs 
29. From January 2008 to January 2013, GCC’s subsidiary, PDTL, paid more than 
$5.4 million in improper payments to a Thailand company (“Thai Company”), resulting in 
profits of $13 million on PDTL’s sales to SOEs of the Thai government as follows: 
 From January 2008 to December 2011, in connection with at least 26 sales contracts 
between PDTL and Thai SOEs, PDTL paid $3.9 million in “success fees” to the Thai 
Company that were improperly booked by PDTL as prepaid commissions or 
discounts.  The payments were internally referred to as success fees to reflect PDTL’s 
reward to the Thai Company for securing business with SOEs.   
 From April 2012 to January 2013, in connection with 12 sales contracts between 
PDTL and a Thai SOE, PDTL made $1.5 million in payments to the Thai Company, 
with the understanding that the Thai Company would use the money, in part, to pass 
on to Thai SOE officials.  These payments were internally referred to as “rebates” and 
improperly booked by PDTL as “Cash Discounts” and “Discount-Customer Rebates.” 
30. PDTL’s payments to the Thai Company were approved by PDTL’s senior 
management and primarily managed by a Domestic Sales Director, who believed that the Thai 
Company was paying bribes to Thai SOE officials from the success fees paid by PDTL.  The 
Domestic Sales Director told a PDTL executive (“PDTL Executive”) in or around 2010 or 2011 
about the potential bribery, but PDTL’s management did not take any corrective action in 
response. 
31. In or about 2011, the PDTL Executive met with a GCC regional executive officer 
and expressed concerns that payments to the Thai Company by PDTL were being used for 
potential bribery.  Despite this conversation,  the payments did not stop and there was no 
investigation of PDTL’s relationship with the Thai Company. 
32. On December 13, 2011, the PDTL Executive received an e-mail chain that included 
the following statement regarding the findings of a tax review in Thailand: “potential applicability 
of the US Foreign Corrupt Practices Act (“FCPA”) for commissions paid to Thai governmental 
authorities.”  An e-mail later in the string, from a GCC employee with responsibility for corporate 
taxes, stated: “[s]ince this is a legal matter rather than tax, no need to do anything further for me.  I 
will leave it up to you as to whether you want to look into any further.”  GCC took no further 
corrective action based on this information.  The corrupt payments made through the Thai 
Company in Thailand and elsewhere continued and GCC failed to enhance its deficient internal 
accounting controls. 

 
 
8 
33. In or about December 2011, the PDTL Executive instructed the Domestic Sales 
Director to change the payments, previously referred to as “success fees,” to a “rebates” program 
for sales to SOEs.  The PDTL Executive directed this change because he suspected that the 
payments to the Thai Company were being passed on as bribes to Thai SOE officials.  These 
rebates, however, in effect continued the success fee arrangement with the Thai Company as the 
rebates were not related to PDTL’s sales to the Thai Company, but rather to PDTL’s sales to the 
Thai SOEs.  PDTL, believing that a portion of these rebates would be passed on to SOE officials, 
continued to improperly book these rebates as discounts.  PDTL ultimately ceased the rebates 
program in early 2013, when another PDTL employee complained to the PDTL Executive that 
PDTL’s commissions and fees to third-party agents were not transparent.  
Improper Payments on Export Sales to an Indonesian SOE 
34. From May 2011 to January 2014, PDTL made improper payments of $2.2 million 
to two purported freight forwarders on sales to an Indonesian SOE that resulted in $2 million in 
profits.  PDTL’s records lacked evidence of services provided by the freight forwarders, which 
had ties to Indonesian government officials.  The fees to the freight forwarders ranged from 8.9 
to 70.5% of the related sales to the Indonesian SOE. 
35. PDTL’s employees and agents communicated via e-mail about payments to the 
freight forwarders that would be passed on to Indonesian government officials.  For example, on 
March 11, 2010, a PDTL employee wrote an e-mail describing the services of a principal of the 
two freight forwarders in Indonesia, stating “[l]ike I mention it before, my agent doesn’t ask for 
any money upfront. He can afford to pay his way in and out of [the Indonesia SOE].” 
36. PDTL’s relationship with these freight forwarders was exclusively controlled by a 
PDTL Manager, who ignored PDTL’s policy in selecting freight forwarders, and failed to 
document the purpose of the fees or explain why they exceeded PDTL’s customary rates for 
third-party payments. 
37. In February 2014, after an investigation into the PDTL Manager’s relationship 
with the freight forwarders, PDTL terminated the PDTL Manager for refusing to cooperate with 
the investigation and for “fraudulent” and “dishonest and corrupt actions.” 
Improper Payment on Export Sale to a Bangladeshi SOE 
38. In September 2013, PDTL made an improper commission payment of $43,700 to 
a third-party agent on a sale of products to a Bangladeshi SOE that resulted in profits of $85,759.  
The agent had requested PDTL, in an e-mail to senior PDTL executives, for a commission of 
10% (or $147,761) of the sale to be “shared by decision makers [at the SOE and] concerned 
higher ups” in the Bangladeshi government.  Although PDTL rejected the agent’s request for a 
10% commission on the sale as excessive, the PDTL Executive nonetheless approved a 5% 
commission to the agent without addressing whether the agent would send any portion of the 
commission to a Bangladeshi government official. 
 
 

 
 
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GCC’s Improper Payments in China 
39. From December 2012 to September 2015, GC China made improper payments of 
more than $500,000 to third-party distributors or agents, typically in the form of special discounts, 
technical service fees, design institute fees, or rebates, in connection with sales to SOE customers 
on nineteen projects, resulting in profits of $1.8 million.  Portions of these payments, among other 
things of value such as merchandise, were given or intended to be given by the distributors or 
agents to SOE employees. 
40. These payments were authorized by GC China’s senior sales leadership, and 
sometimes specifically authorized by senior GC China executives from December 2012 to 
September 2015.   For example, on or about August 14, 2013, a GC China employee sought 
approval from a GC China senior manager to provide additional money to a distributor in the 
form of a discount for a sale to a China SOE customer.  The GC China employee e-mailed the 
manager and justified the improper payment, stating that “a few key players at [the SOE 
customer] are our internal contacts and charge a certain amount of fees. If we are looking to have 
long term cooperation with them, charges for this is rather inevitable.”   
41. On or about February 26, 2014, an internal GC China document outlined the 
reasons GC China provided special discounts to a distributor in association with sales to a SOE 
customer, and stated: “[o]n July 17, 2013, processed the consulting fee of 20,000 [yuan] for [a SOE 
customer employee] with 10,900 [yuan] remaining.” 
GCC’s Improper Payments in Egypt 
42. From September 2010 to May 2015, GC Egypt employees gave or offered to give 
more than $80,000 in improper payments, including cash, gifts, or tips to employees of certain 
customers or suppliers, some of which were Egyptian SOEs, resulting in approximately $114,000 
in profits.  Some of these payments were improperly recorded as “consultant fees” for SOE 
customer employees to add GC Egypt to, or not to remove it from, supplier lists of the SOE 
customers.  Also, GC Egypt gave small amounts of cash or merchandise, such as laptop computers 
and televisions, to employees of SOE customers or suppliers as tips, “new year gifts,” to buy 
goodwill, or to recognize them in winning or successfully completing contracts. 
43. In 2013 GC Egypt’s General Manager offered to pay a third-party agent a 
commission of approximately 10% on a $1.53 million tender by GC Egypt to sell cables to an SOE 
of Iraq.  The commission was to be shared between the SOE staff and the agent.  When the SOE 
submitted an order under the tender, GCC’s E&M managers rejected the order based on the high 
level of the contemplated commission, not because the order contemplated the sharing of the 
commission with the SOE staff. 
Legal Standards and Violations 
44. Under Section 21C(a) of the Exchange Act, 15 U.S.C. § 78u-3(a), if the 
Commission finds that any person is violating, has violated, or is about to violate any provision of 
the Exchange Act, or any rule or regulation thereunder, the Commission may publish its findings 
and enter an order requiring such person, and any other person that is, was, or would be a cause of 
the violation, due to an act or omission the person knew or should have known would contribute to 

 
 
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such violation, to cease and desist from committing or causing such violation and any future 
violation of the same provision, rule, or regulation. 
45. Section 30A of the Exchange Act, 15 U.S.C. § 78dd-1, which prohibits, in relevant 
part, any issuer with a class of securities registered pursuant to Section 12 of the Exchange Act, or 
any officer, director, employee, or agent acting on behalf of such issuer, in order to obtain or retain 
business, from corruptly giving or authorizing the giving of, anything of value to: i) any foreign 
official for the purposes of influencing the official or inducing the official to act in his or her 
official capacity in violation of his or her lawful duties, or to secure any improper advantage, or to 
induce a foreign official to use his influence with a foreign governmental instrumentality to 
influence any act or decision of such government or instrumentality; or ii) any person, while 
knowing that all or a portion of such thing of value will be offered, given, or promised, directly or 
indirectly, to any foreign official. 
46. Under Section 13(b)(2)(A) of the Exchange Act, 15 U.S.C. § 78m(b)(2)(A), every 
issuer which has a class of securities registered pursuant to Section 12 of the Exchange Act is 
required to make and keep books, records, and accounts, which, in reasonable detail, accurately 
and fairly reflect the transactions and dispositions of the assets of the issuer. 
47. Under Section 13(b)(2)(B) of the Exchange Act, 15 U.S.C. § 78m(b)(2)(B), every 
issuer which has a class of securities registered pursuant to Section 12 of the Exchange Act is 
required to devise and maintain a system of internal accounting controls sufficient to provide 
reasonable assurances that (i) transactions are executed in accordance with management’s general 
or specific authorization; (ii) transactions are recorded as necessary (I) to permit preparation of 
financial statements in conformity with generally accepted accounting principles or any other 
criteria applicable to such statements, and (II) to maintain accountability for assets; (iii) access to 
assets is permitted only in accordance with management’s general or specific authorization; and 
(iv) the recorded accountability for assets is compared with the existing assets at reasonable 
intervals and appropriate action is taken with respect to any differences. 
48. GCC violated Section 30A by corruptly paying or offering to pay bribes or give 
other things of value to employees or officials of SOEs in Angola to obtain or retain business.  
GCC also violated Section 13(b)(2)(A) as the payments described above by Celcat, Condel, PDTL, 
GC China, and GC Egypt were recorded as legitimate business expenses on their respective books 
and records, when knowing or believing they were in fact used as bribes or improper payments to 
foreign government officials, or otherwise lacked reasonably detailed documentation to accurately 
and fairly reflect the payments on the subsidiaries’ books and records, which were included in 
GCC’s books and records and consolidated financial statements.  Finally, GCC violated Section 
13(b)(2)(B) as the payments or offers by GCC’s subsidiaries identified above violated GCC’s 
policies against bribery and excessive payments to third-parties on transactions with SOEs, or 
otherwise were not supported by proper documentation or authorization.  Employees of GCC’s 
subsidiaries were not adequately trained on anticorruption risks, did not require third-parties on 
SOE sales to comply with the FCPA, and did not perform any anticorruption due diligence on third 
parties. 

 
 
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GCC’s Self-Reporting, Cooperation, and Remedial Efforts 
49. In determining to accept GCC’s Offer, the Commission considered GCC’s self-
reporting, substantial cooperation, and remedial efforts.  GCC promptly self-reported the 
potential FCPA violations to the Commission’s staff in January 2014, after it retained outside 
counsel to conduct an internal investigation.  GCC also self-reported other potentially improper 
payments as its investigation progressed, and regularly updated the staff on the investigation. 
50. GCC further provided complete and timely cooperation with the staff by 
providing detailed presentations on the key findings of the investigations, and promptly 
producing all relevant documents and information (including thousands of documents translated 
into English), chronologies, key document binders, interview downloads, and forensic 
accounting analyses.  GCC also made its current or former employees available for interviews by 
the staff upon request, including facilitating certain employees to travel to the United States from 
abroad for interviews. 
51. GCC also undertook extensive remediation.  GCC has terminated or taken 
disciplinary actions against employees who were involved in the improper payments.  All of 
GCC’s executive management during the relevant time period has been replaced.  In October 
2014 GCC announced a strategic plan to focus on its core markets and divest its operations in the 
Africa and Asia Pacific regions.   
52. Finally, GCC restructured its compliance policies and programs by appointing a 
Chief Compliance Officer who reports directly to GCC’s CEO and Audit Committee.  Under this 
restructuring, GCC has enhanced its training of sales and accounting personnel on compliance 
policies and expectations, implemented regular reviews of third-party relationships and 
accounting adjustments, developed a global information technology strategy for risk assessment 
and control for financial reporting, and instituted evaluations for compliance performance 
through performance indicators and audits. 
GCC’s Non-Prosecution Agreement With the United States Department of Justice 
53. GCC has entered into a non-prosecution agreement with the United States 
Department of Justice that acknowledges responsibility for conduct relating to the findings in this 
Order. 
54. GCC acknowledges that the Commission is not imposing a civil penalty for the 
violations described in this Order based in part on GCC’s payment of a criminal fine of 
$20,469,694.80 as part of GCC’s settlement with the Department of Justice. 
Undertakings 
55. Respondent has undertaken to  
A. Cooperate fully with the Commission in any and all investigations, 
litigation, or other proceedings relating to or arising from the matters described in this 
Order.  In connection with such cooperation, Respondent shall: 

 
 
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1. Produce, without service of a notice or subpoena, any and all non-
privileged documents and other information requested by the Commission staff 
subject to any restrictions under the law of any foreign jurisdiction; 
2. Use its best efforts to cause its current or former officers, 
employees, and directors to be interviewed by Commission staff at such times and 
places as the staff reasonably may direct; 
3. Use its best efforts to cause its current or former officers, 
employees, and directors to appear and testify without service of a notice or 
subpoena in such investigations, depositions, hearings, or trials as may be 
requested by the Commission staff; and 
4. In connection with any testimony of Respondent’s officers, 
employees, and directors to be conducted at deposition, hearing, or trial pursuant 
to a notice or subpoena, Respondent 
a. Agrees that any such notice or subpoena for the appearance 
and testimony of Respondent’s officers, employees, and directors may be 
served by regular or electronic mail on: Christian J. Mixter, Esq., Morgan, 
Lewis & Bockius LLP, 1111 Pennsylvania Avenue, N.W., Washington, 
DC 20004, [email protected], with a copy to Emerson 
C. Moser, Esq., Senior Vice President, General Counsel and Corporate 
Secretary, General Cable Corporation, 4 Tesseneer Drive, Highland 
Heights, KY 41076-9753, [email protected];   
b. Agrees that any such notice or subpoena for the appearance 
and testimony of Respondent’s officers, employees, and directors in any 
action pending in a United States District Court may be served, and may 
require testimony, beyond the territorial limits imposed by the Federal 
Rules of Civil Procedure. 
B. Report to the Commission staff periodically, at no less than one-year 
intervals during a three-year period from the date of this Order: 
1. The status of Respondent’s remediation and implementation of 
compliance measures.  During this three-year period, should Respondent’s Board of 
Directors, executive management, or legal and compliance personnel discover 
credible evidence, not already reported to the Commission staff, that questionable 
or corrupt payments, or questionable or corrupt transfers of property or interests 
may have been offered, promised, paid, or authorized by Respondent, or that related 
false books and records have been maintained, Respondent shall promptly report 
such conduct to the Commission staff.  During this three-year period, Respondent 
shall (1) submit an initial report, and (2) conduct and prepare one follow-up review 
and report, as described below: 
 

 
 
13 
a. Respondent shall submit to the Commission staff a written 
report within 360 calendar days of the date of entry of this Order setting 
forth a complete description of its FCPA and anticorruption related 
remediation efforts to date, its plans or proposals reasonably designed to 
improve its policies and procedures for ensuring compliance with the FCPA 
and other applicable anticorruption laws, and the parameters of the 
subsequent reviews (“Initial Report”).  The Initial Report shall be 
transmitted to Gerald W. Hodgkins, Associate Director, Division of 
Enforcement, Securities and Exchange Commission, 100 F Street, N.E., 
Washington, DC 20549.  Respondent may extend the time period for 
issuance of the Initial Report with prior written approval of the Commission 
staff. 
b. Respondent shall undertake at least two follow-up reviews, 
incorporating any comments provided by the Commission staff on the 
previous report, to further monitor and assess whether the policies and 
procedures of Respondent are reasonably designed to detect and prevent 
violations of the FCPA and other applicable anticorruption laws (the 
“Follow-Up Reports”). 
c. The Follow-Up Report shall be completed no later than 365 
days after the Initial Report.  The second Follow-Up Report shall be 
completed no later than 730 days after the completion of the preceding 
follow-up review.  Respondent may extend the time period for issuance of 
the Follow-Up Reports with prior written approval of the Commission staff. 
d. The periodic reviews and reports submitted by Respondent 
will likely include proprietary, financial, confidential, and competitive 
business information.  Public disclosure of the reports could discourage 
cooperation, impede pending or potential government investigations or 
undermine the objectives of the reporting requirement.  For these reasons, 
among others, the reports and contents thereof are intended to remain and 
shall remain nonpublic, except (1) pursuant to court order, (2) as agreed by 
the parties in writing, (3) to the extent that the Commission staff determines 
in its sole discretion that disclosure would be in furtherance of the 
Commission’s discharge of its duties and responsibilities, or (4) is otherwise 
required by law. 
2. Certify, in writing, that Respondent has made good faith efforts to 
comply with the undertakings set forth above.  The certification shall identify the 
undertaking, provide written evidence of compliance in the form of a narrative, and 
be supported by exhibits sufficient to demonstrate compliance.  The Commission 
staff may make reasonable requests for further evidence of compliance, and 
Respondent agrees to provide such evidence.  The certification and supporting 
materials shall be submitted to Gerald W. Hodgkins, Associate Director, with a 
copy to the Office of the Chief Counsel of the Division of Enforcement, Securities 

 
 
14 
and Exchange Commission, 100 F Street, N.E., Washington, DC 20549, no later 
than sixty (60) days from the date of the completion of the undertakings. 
IV.  
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
A. Pursuant to Section 21C of the Exchange Act, GCC cease-and-desist from 
committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 
and 30A of the Exchange Act. 
B. GCC shall pay disgorgement of $51,174,237, and prejudgment interest of 
$4,107,660 to the Commission for transfer to the general fund of the United States Treasury, 
subject to Exchange Act Section 21F(g)(3).  Payment shall be made in the following 
installments:  one installment of $5,856,380 due within 30 days of the date of entry of this Order, 
one installment of $18,534,568 due within 180 days of the date of entry of this Order, and a final 
installment of $30,890,949 due within 360 days of the date of entry of this Order.  If any payment 
is not made by the date the payment is required by this Order, the entire outstanding balance of 
disgorgement and prejudgment interest, plus any additional interest accrued pursuant to the 
Commission’s Rule of Practice 600 shall be due and payable immediately, without further 
application. 
C. Payment must be made in one of the following ways: 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request; 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
 Payments by check or money order must be accompanied by a cover letter 
identifying General Cable Corporation as a Respondent in these proceedings, and 
the file number of these proceedings; a copy of the cover letter and check or money 
order must be sent to Gerald W. Hodgkins, Associate Director, Division of 

 
 
15 
Enforcement, Securities and Exchange Commission, 100 F Street, N.E., 
Washington, DC 20549. 
 
D. Respondent shall comply with the undertakings in paragraph 55.B, above. 
 
 By the Commission. 
 
 
 Brent J. Fields    
 Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 79703 / December 29, 2016 

 

ADMINISTRATIVE PROCEEDING 

File No.  3-17755 

 

 

In the Matter of 

 

GENERAL CABLE 

CORPORATION, 

 

Respondent. 

 

 

 

 

 

 

 ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

I.  

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against General Cable Corporation (“GCC” or 

“Respondent”).  

 

II.  

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, Respondent admits the jurisdiction over it and 

the subject matter of these proceedings, and consents to the entry of this Order Instituting Cease-

and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 



 

 2 

III.  

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that 

Summary 

 

1. This matter concerns violations of the anti-bribery, books-and-records, and internal 

accounting controls provisions of the Foreign Corrupt Practices Act of 1977 (“FCPA”) by GCC, a 

global manufacturer of copper, aluminum, and fiber optic wire and cable products based in 

Highland Heights, Kentucky. 

2. Between 2003 and 2015, GCC’s subsidiaries made improper payments of 

approximately $19 million to foreign government officials in Angola, Thailand, China, Indonesia, 

Bangladesh, and Egypt, generating illicit profits over $51 million on sales to state-owned 

enterprises (“SOEs”).  GCC made these payments directly to foreign government officials, or 

through third-party agents or distributors, in the form of sales commissions, rebates, discounts, and 

other fees, who passed on payments to foreign government officials in connection with SOE 

business.  Some of these payments were made even though employees of GCC’s subsidiaries 

informed executives and employees at GCC that they suspected that payments to third parties were 

being used for improper purposes, including potential bribery. 

3. GCC failed to require or ensure, among other things, (a) anticorruption due 

diligence on the retention of third-party agents and distributors; (b) proof that services had been 

rendered by third parties before payment could be made to them; and (c) oversight of the 

payment process to ensure that payments were made pursuant to GCC’s policies or contractual 

terms, or that payments were reasonable and legitimate.  GCC failed to address these risks, 

which allowed the conduct to continue.  And GCC’s subsidiaries improperly recorded these 

payments as legitimate business expenses on their books and records and financial statements, 

which were consolidated into GCC’s financial statements filed with the Commission. 

Respondent 

4. GCC is a publicly traded company headquartered in Highland Heights, Kentucky.  

GCC is a global manufacturer of copper, aluminum, and fiber optic wire and cable products.  

During the relevant period, GCC maintained operations in three segments, North America, Europe 

& Mediterranean (“E&M,” now known as the Europe segment), and Rest of World (“ROW,” split 

into the Latin America and Asia Pacific segments in 2014).  GCC’s common stock is registered 

with the Commission under Section 12(b) of the Exchange Act, and GCC files annual and 

quarterly reports under Section 13(a) of the Exchange Act and related rules.  GCC’s common stock 

trades on The New York Stock Exchange under the ticker symbol “BGC.” 

                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in these or any other proceedings. 



 

 3 

Relevant Entities 

5. General Cable Celcat, Energia e Telecomunicações, S.A. (“Celcat”) is an 

indirect GCC subsidiary located in Portugal and acquired by GCC in June 1999.  Celcat 

manufactures and sells GCC’s wire and cable products primarily in the E&M segment. 

6. General Cable Condel, Cabos de Energia e Telecomunicações, S.A. (“Condel”) 

is an indirect GCC subsidiary located in Angola and acquired by GCC in June 1999.  Condel’s 

direct parent company was Celcat.  Condel manufactured and sold GCC products primarily to 

entities owned by the Angolan government.  In October 2014, GCC announced a plan to exit its 

operations in the Africa and Asia Pacific regions, including Condel. 

7. Phelps Dodge International (Thailand) Limited (“PDTL”) was an indirect GCC 

subsidiary acquired by GCC in October 2007.  PDTL manufactured and sold GCC products in 

Southeast Asia and the Middle East.  In August 2015, GCC sold PDTL as part of its plan to exit 

operations in the Africa and Asia Pacific regions. 

8. General Cable (Tianjin) Alloy Products Company Limited (“GC China”) was 

an indirect GCC subsidiary acquired by GCC in December 2012, and manufactured and sold GCC 

products for its domestic market. 

9. General Cable Egypt S.A.E. (“GC Egypt”) was an indirect subsidiary of GCC 

acquired by GCC in September 2010, and manufactured and sold GCC’s products in the E&M 

segment.  GCC sold GC Egypt in May 2016 as part of its plan to exit operations in the Africa and 

Asia Pacific regions. 

Facts 

10. At all relevant times, GCC had a code of ethics (“Code of Ethics”) that prohibited 

its employees from offering or giving any person any payment which may be illegal or unethical.  

The Code of Ethics specifically prohibited any consideration given to a public official, unless 

authorized by law, and made specific reference to the applicability of the FCPA to GCC and its 

employees.  It also prohibited excessive payments to third parties when the value of the 

consideration offered or given exceeds the reasonable value of the services performed in return.  

Specifically, the Code of Ethics warned that an excessive payment to an individual arranging 

contracts with government officials could be illegal or unethical as it might suggest that some of 

the payment is being channeled to government officials, or is somehow being used for improper 

purposes.  Finally, the Code of Ethics required all transactions to be executed only with 

management authority, general or specific, in compliance with federal securities laws that required 

GCC to maintain books, records, and accounts that accurately and fairly reflect transactions, and a 

system of internal accounting controls designed to provide reasonable assurances that GCC’s 

financial statements will be accurate and complete. 

11. Although GCC’s Code of Ethics applied globally to its subsidiaries and employees, 

GCC did not provide adequate guidance or training on policies and procedures to ensure 

compliance with the FCPA.  As a result, a number of GCC’s foreign subsidiaries lacked internal 

accounting controls for doing business with third-party entities on sales to government customers.  

Further, despite signing compliance questionnaires representing that they knew and understood the 



 

 4 

Code of Ethics, some of GCC’s employees generally were not aware that the FCPA, as a U.S. law, 

applied to their operations, and failed to perform anticorruption due diligence on third-party 

entities, obtain written contracts with third-party entities requiring their compliance with the 

FCPA, and report to management transactions that raised corruption issues. 

Improper Payments in Angola 

12. GCC subsidiaries Celcat (in Portugal) and Condel (in Angola) in GCC’s E&M 

(Europe & Mediterranean) segment sold wire and cable products to SOEs in Angola.  A majority 

of Celcat’s and Condel’s sales in Angola were to these SOEs.  Celcat was the direct parent 

company of Condel, which was managed by a Country Manager in Angola as its most senior 

employee. 

13. Since at least as early as 2008, GCC’s E&M segment maintained a policy 

governing the payment of commissions or fees to third-party entities on sales contracts.  This 

policy required the approval of E&M’s management for commissions to third-party entities greater 

than 5% of the value of the sales contracts.  The policy also prohibited commissions over 10% of 

the value of the sales contracts. 

14. From 2003 to 2013, Celcat and Condel made 81 improper payments through 

commissions totaling over $9 million either directly to employees of SOEs in Angola, or to a third-

party agent, resulting in more than $34 million in profits on Celcat or Condel’s sales to SOEs in 

Angola, as follows: 

 From May 2003 to May 2009, 38 improper payments of $459,369 were directly made 

to at least five employees of Angolan SOEs on sales of approximately $6.1 million.  

The payments ranged from 1.7 to 2% of the related sales value. 

 In 2008, three commission payments of $150,156 were made to an agent of a SOE in 

Angola with knowledge that the payments would be passed on, in part, to officials of 

the SOE.  The commission was 15% of the related sales value of $967,644.  The agent 

shared the commission with two officials of the SOE. 

 From May 2009 to December 2013, 40 commission payments totaling $8.7 million 

were made to a third-party agent (“the Agent”) in Angola on sales of $80 million with 

knowledge that the Agent would pass a portion of the payments to Angolan SOEs.  

These payments were directed by Condel’s Country Manager and approved by Celcat’s 

executives.  Also, in August 2013 Condel directed the Agent to purchase a sport-utility 

vehicle valued at $135,239 and register it in the name of an employee of an Angolan 

SOE. 

15. In 2004 and 2005, though ultimately not paid due to a dispute with the SOE, Celcat 

initially agreed to make an improper payment of $52,784 (or 1%) to an employee of an SOE on 

sales of approximately $5.5 million to the SOE.   

16. The commissions identified above were approved by senior management at Celcat 

or Condel, but the true nature of the payments were concealed from GCC’s executive management.  



 

 5 

In particular, Condel’s Country Manager conceived of and orchestrated the scheme to make 

improper payments to employees of the SOEs in Angola.   

17. GCC’s employees and agents communicated about the scheme via e-mail, among 

other means of communication.  For example, on October 22, 2002, a Condel senior executive 

wrote an e-mail to a Celcat employee stating: “I agreed with [an Angolan SOE employee] on a 

commission of 2% on orders placed, which at this stage will be through General Cable Condel; I 

propose to work through objectives, on an identical basis with [the SOE].” 

18. Similarly, on September 12, 2005, a Condel employee wrote an e-mail to a Celcat 

employee stating: “Everyone knew that [an Angolan government official] was being paid (if not 

there would be no need for the bills that come from there); when the contract was signed, this was 

what was agreed had to be paid.” 

19. Beginning in May 2009, Celcat and Condel concealed the payments to the Angolan 

officials through the Agent.  Condel’s Country Manager facilitated Condel’s engagement of the 

Agent to provide purported services under a written agreement, which was approved by Celcat’s 

CEO and CFO.  The agreement did not specify any terms and conditions except that Condel would 

pay the Agent “a commission of 1% of the amount of each invoice . . . [that] may be revised on a 

case-by-case basis.”  The agreement did not contain language prohibiting the Agent from paying 

bribes or other illicit payments.  And Celcat and Condel used the Agent as a conduit to direct 

corrupt payments to Angolan officials. 

20. Under Condel’s relationship with the Agent, Celcat and Condel’s annual sales to 

the SOEs in Angola increased substantially, from approximately $6.7 million in 2009 to $23.6 

million in 2012.  During this period, Condel’s Country Manager exclusively controlled the 

relationship with the Agent, including calculating the commissions that Condel would pay to the 

Agent on SOE sales, and took steps to conceal the improper payments from GCC’s executive 

management.  From 2009 to 2013, in violation of GCC’s policies, Condel paid commissions to the 

Agent from 5 to 24% of the sales value, with an average commission rate of 16%.  Records of 

these commissions did not describe any services performed by the Agent; the commissions were 

calculated separately from sales invoices to the SOEs; and Condel’s Country Manager directed the 

commission payments to the Agent’s personal bank account.  Celcat and Condel’s management 

violated GCC’s policies and did not seek approval of the commissions to the Agent from E&M’s 

management. 

GCC’s Investigation of the Agent 

21. In September 2012, GCC’s Internal Audit department (“Internal Audit”) performed 

an on-site audit of financial and operational processes and controls at Condel.  In December 2012, 

Internal Audit submitted a report to GCC’s executive management that identified several red flags 

concerning Condel’s relationship with the Agent: (a) the agreement with the Agent did not include 

an anti-bribery clause for compliance with the FCPA; (b) the agreement with the Agent established 

a 1% commission, but actual commissions paid to the Agent in 2012 ranged from 8.5 to 18.5%, 

although E&M’s policy prohibited commissions over 10%; and (c) Condel’s management was not 

aware that contracts with agents should include language requiring compliance with the FCPA. 



 

 6 

22. Despite red flags that GCC’s relationship with the Agent may violate anti-bribery 

laws and its policies, GCC’s executive management failed to implement any additional internal 

accounting controls in response to the report until August 2013.  As a result, from December 2012 

to August 2013, Condel continued to make commission payments to the Agent over $1.5 million in 

violation of GCC’s policies.  

23. In August 2013, eight months after the Internal Audit report was issued, an E&M 

Compliance Manager conducted an onsite review of Condel to address internal controls matters 

and follow up on Internal Audit’s December 2012 report.  The Compliance Manager identified 

additional red flags about Condel’s relationship with the Agent, including: (a) the average 

commissions paid in 2012 was 18% when the agreement with the Agent specified 1%; (b) 

Condel’s Country Manager, who exclusively managed the relationship with the Agent, directed 

payments to the Agent’s personal bank account; (c) no proof of services performed were provided 

by the Agent; and (d) the customers related to the Agent were Angolan SOEs. 

24. The Compliance Manager submitted a memorandum detailing the red flags to 

E&M’s management, including a GCC executive officer.  The Compliance Manager also informed 

E&M’s management that Condel’s management may be paying bribes to the Agent or government 

officials on sales to SOEs. 

25. Within days, GCC’s executive management commenced an internal investigation 

of Condel’s relationship with the Agent for potential bribery of SOE officials.  In October 2013, 

GCC’s executive management instructed Celcat and Condel’s management to cease payment of 

past due commissions to the Agent pending further investigation and without authorization by 

GCC’s executive management. 

GCC Approves Additional Commissions to the Agent During the Investigation 

26. In November 2013, E&M’s management consulted GCC’s executive management 

on how to proceed with proposing new business to the Angolan SOEs in light of the investigation 

of the Agent.  E&M’s management anticipated that the prohibition of commission payments to the 

Agent would result in a potential loss of approximately $10 million in sales to the Angolan SOEs 

and in approximately $5 million in termination costs.  To avoid further loss of sales, E&M’s 

management asked GCC’s executive management whether Condel could continue to use the Agent 

in dealing with the SOEs, or whether Condel should use another agent or deal directly with the 

SOEs. 

27. GCC’s executive management instructed that (1) Condel should terminate the 

Agent and transition to a new agent, but (2) to allow time to transition to the new agent, Condel 

could work with the existing Agent on a case-by-case basis, until the new agent is in place, for new 

business with the SOEs, but with “appropriate” and “proper” commission payments to the Agent.  

At all relevant times, E&M’s policy prohibited commissions above 10%.  GCC’s executive 

management requested E&M’s management to follow up on these instructions and to lay out the 

process for dealing with the Agent while they transition to a new agent. 

28. Shortly thereafter, in November 2013 an E&M manager approved sales contracts 

with the Angolan SOEs that called for commissions to the Agent from 7.5% to 18.5%.  Further, in 



 

 7 

December 2013, the E&M manager approved the payment of past due commissions of $342,613 to 

the Agent from 6 to 18% of the related sales contracts.  These commissions violated GCC’s Code 

of Ethics, E&M’s policy on excessive payments to third-parties, and GCC executive 

management’s instructions. 

GCC’s Improper Payments in Thailand, Indonesia, and Bangladesh 

Improper Payments on Domestic Sales to Thai SOEs 

29. From January 2008 to January 2013, GCC’s subsidiary, PDTL, paid more than 

$5.4 million in improper payments to a Thailand company (“Thai Company”), resulting in 

profits of $13 million on PDTL’s sales to SOEs of the Thai government as follows: 

 From January 2008 to December 2011, in connection with at least 26 sales contracts 

between PDTL and Thai SOEs, PDTL paid $3.9 million in “success fees” to the Thai 

Company that were improperly booked by PDTL as prepaid commissions or 

discounts.  The payments were internally referred to as success fees to reflect PDTL’s 

reward to the Thai Company for securing business with SOEs.   

 From April 2012 to January 2013, in connection with 12 sales contracts between 

PDTL and a Thai SOE, PDTL made $1.5 million in payments to the Thai Company, 

with the understanding that the Thai Company would use the money, in part, to pass 

on to Thai SOE officials.  These payments were internally referred to as “rebates” and 

improperly booked by PDTL as “Cash Discounts” and “Discount-Customer Rebates.” 

30. PDTL’s payments to the Thai Company were approved by PDTL’s senior 

management and primarily managed by a Domestic Sales Director, who believed that the Thai 

Company was paying bribes to Thai SOE officials from the success fees paid by PDTL.  The 

Domestic Sales Director told a PDTL executive (“PDTL Executive”) in or around 2010 or 2011 

about the potential bribery, but PDTL’s management did not take any corrective action in 

response. 

31. In or about 2011, the PDTL Executive met with a GCC regional executive officer 

and expressed concerns that payments to the Thai Company by PDTL were being used for 

potential bribery.  Despite this conversation,  the payments did not stop and there was no 

investigation of PDTL’s relationship with the Thai Company. 

32. On December 13, 2011, the PDTL Executive received an e-mail chain that included 

the following statement regarding the findings of a tax review in Thailand: “potential applicability 

of the US Foreign Corrupt Practices Act (“FCPA”) for commissions paid to Thai governmental 

authorities.”  An e-mail later in the string, from a GCC employee with responsibility for corporate 

taxes, stated: “[s]ince this is a legal matter rather than tax, no need to do anything further for me.  I 

will leave it up to you as to whether you want to look into any further.”  GCC took no further 

corrective action based on this information.  The corrupt payments made through the Thai 

Company in Thailand and elsewhere continued and GCC failed to enhance its deficient internal 

accounting controls. 



 

 8 

33. In or about December 2011, the PDTL Executive instructed the Domestic Sales 

Director to change the payments, previously referred to as “success fees,” to a “rebates” program 

for sales to SOEs.  The PDTL Executive directed this change because he suspected that the 

payments to the Thai Company were being passed on as bribes to Thai SOE officials.  These 

rebates, however, in effect continued the success fee arrangement with the Thai Company as the 

rebates were not related to PDTL’s sales to the Thai Company, but rather to PDTL’s sales to the 

Thai SOEs.  PDTL, believing that a portion of these rebates would be passed on to SOE officials, 

continued to improperly book these rebates as discounts.  PDTL ultimately ceased the rebates 

program in early 2013, when another PDTL employee complained to the PDTL Executive that 

PDTL’s commissions and fees to third-party agents were not transparent.  

Improper Payments on Export Sales to an Indonesian SOE 

34. From May 2011 to January 2014, PDTL made improper payments of $2.2 million 

to two purported freight forwarders on sales to an Indonesian SOE that resulted in $2 million in 

profits.  PDTL’s records lacked evidence of services provided by the freight forwarders, which 

had ties to Indonesian government officials.  The fees to the freight forwarders ranged from 8.9 

to 70.5% of the related sales to the Indonesian SOE. 

35. PDTL’s employees and agents communicated via e-mail about payments to the 

freight forwarders that would be passed on to Indonesian government officials.  For example, on 

March 11, 2010, a PDTL employee wrote an e-mail describing the services of a principal of the 

two freight forwarders in Indonesia, stating “[l]ike I mention it before, my agent doesn’t ask for 

any money upfront. He can afford to pay his way in and out of [the Indonesia SOE].” 

36. PDTL’s relationship with these freight forwarders was exclusively controlled by a 

PDTL Manager, who ignored PDTL’s policy in selecting freight forwarders, and failed to 

document the purpose of the fees or explain why they exceeded PDTL’s customary rates for 

third-party payments. 

37. In February 2014, after an investigation into the PDTL Manager’s relationship 

with the freight forwarders, PDTL terminated the PDTL Manager for refusing to cooperate with 

the investigation and for “fraudulent” and “dishonest and corrupt actions.” 

Improper Payment on Export Sale to a Bangladeshi SOE 

38. In September 2013, PDTL made an improper commission payment of $43,700 to 

a third-party agent on a sale of products to a Bangladeshi SOE that resulted in profits of $85,759.  

The agent had requested PDTL, in an e-mail to senior PDTL executives, for a commission of 

10% (or $147,761) of the sale to be “shared by decision makers [at the SOE and] concerned 

higher ups” in the Bangladeshi government.  Although PDTL rejected the agent’s request for a 

10% commission on the sale as excessive, the PDTL Executive nonetheless approved a 5% 

commission to the agent without addressing whether the agent would send any portion of the 

commission to a Bangladeshi government official. 

 

 



 

 9 

GCC’s Improper Payments in China 

39. From December 2012 to September 2015, GC China made improper payments of 

more than $500,000 to third-party distributors or agents, typically in the form of special discounts, 

technical service fees, design institute fees, or rebates, in connection with sales to SOE customers 

on nineteen projects, resulting in profits of $1.8 million.  Portions of these payments, among other 

things of value such as merchandise, were given or intended to be given by the distributors or 

agents to SOE employees. 

40. These payments were authorized by GC China’s senior sales leadership, and 

sometimes specifically authorized by senior GC China executives from December 2012 to 

September 2015.   For example, on or about August 14, 2013, a GC China employee sought 

approval from a GC China senior manager to provide additional money to a distributor in the 

form of a discount for a sale to a China SOE customer.  The GC China employee e-mailed the 

manager and justified the improper payment, stating that “a few key players at [the SOE 

customer] are our internal contacts and charge a certain amount of fees. If we are looking to have 

long term cooperation with them, charges for this is rather inevitable.”   

41. On or about February 26, 2014, an internal GC China document outlined the 

reasons GC China provided special discounts to a distributor in association with sales to a SOE 

customer, and stated: “[o]n July 17, 2013, processed the consulting fee of 20,000 [yuan] for [a SOE 

customer employee] with 10,900 [yuan] remaining.” 

GCC’s Improper Payments in Egypt 

42. From September 2010 to May 2015, GC Egypt employees gave or offered to give 

more than $80,000 in improper payments, including cash, gifts, or tips to employees of certain 

customers or suppliers, some of which were Egyptian SOEs, resulting in approximately $114,000 

in profits.  Some of these payments were improperly recorded as “consultant fees” for SOE 

customer employees to add GC Egypt to, or not to remove it from, supplier lists of the SOE 

customers.  Also, GC Egypt gave small amounts of cash or merchandise, such as laptop computers 

and televisions, to employees of SOE customers or suppliers as tips, “new year gifts,” to buy 

goodwill, or to recognize them in winning or successfully completing contracts. 

43. In 2013 GC Egypt’s General Manager offered to pay a third-party agent a 

commission of approximately 10% on a $1.53 million tender by GC Egypt to sell cables to an SOE 

of Iraq.  The commission was to be shared between the SOE staff and the agent.  When the SOE 

submitted an order under the tender, GCC’s E&M managers rejected the order based on the high 

level of the contemplated commission, not because the order contemplated the sharing of the 

commission with the SOE staff. 

Legal Standards and Violations 

44. Under Section 21C(a) of the Exchange Act, 15 U.S.C. § 78u-3(a), if the 

Commission finds that any person is violating, has violated, or is about to violate any provision of 

the Exchange Act, or any rule or regulation thereunder, the Commission may publish its findings 

and enter an order requiring such person, and any other person that is, was, or would be a cause of 

the violation, due to an act or omission the person knew or should have known would contribute to 



 

 10 

such violation, to cease and desist from committing or causing such violation and any future 

violation of the same provision, rule, or regulation. 

45. Section 30A of the Exchange Act, 15 U.S.C. § 78dd-1, which prohibits, in relevant 

part, any issuer with a class of securities registered pursuant to Section 12 of the Exchange Act, or 

any officer, director, employee, or agent acting on behalf of such issuer, in order to obtain or retain 

business, from corruptly giving or authorizing the giving of, anything of value to: i) any foreign 

official for the purposes of influencing the official or inducing the official to act in his or her 

official capacity in violation of his or her lawful duties, or to secure any improper advantage, or to 

induce a foreign official to use his influence with a foreign governmental instrumentality to 

influence any act or decision of such government or instrumentality; or ii) any person, while 

knowing that all or a portion of such thing of value will be offered, given, or promised, directly or 

indirectly, to any foreign official. 

46. Under Section 13(b)(2)(A) of the Exchange Act, 15 U.S.C. § 78m(b)(2)(A), every 

issuer which has a class of securities registered pursuant to Section 12 of the Exchange Act is 

required to make and keep books, records, and accounts, which, in reasonable detail, accurately 

and fairly reflect the transactions and dispositions of the assets of the issuer. 

47. Under Section 13(b)(2)(B) of the Exchange Act, 15 U.S.C. § 78m(b)(2)(B), every 

issuer which has a class of securities registered pursuant to Section 12 of the Exchange Act is 

required to devise and maintain a system of internal accounting controls sufficient to provide 

reasonable assurances that (i) transactions are executed in accordance with management’s general 

or specific authorization; (ii) transactions are recorded as necessary (I) to permit preparation of 

financial statements in conformity with generally accepted accounting principles or any other 

criteria applicable to such statements, and (II) to maintain accountability for assets; (iii) access to 

assets is permitted only in accordance with management’s general or specific authorization; and 

(iv) the recorded accountability for assets is compared with the existing assets at reasonable 

intervals and appropriate action is taken with respect to any differences. 

48. GCC violated Section 30A by corruptly paying or offering to pay bribes or give 

other things of value to employees or officials of SOEs in Angola to obtain or retain business.  

GCC also violated Section 13(b)(2)(A) as the payments described above by Celcat, Condel, PDTL, 

GC China, and GC Egypt were recorded as legitimate business expenses on their respective books 

and records, when knowing or believing they were in fact used as bribes or improper payments to 

foreign government officials, or otherwise lacked reasonably detailed documentation to accurately 

and fairly reflect the payments on the subsidiaries’ books and records, which were included in 

GCC’s books and records and consolidated financial statements.  Finally, GCC violated Section 

13(b)(2)(B) as the payments or offers by GCC’s subsidiaries identified above violated GCC’s 

policies against bribery and excessive payments to third-parties on transactions with SOEs, or 

otherwise were not supported by proper documentation or authorization.  Employees of GCC’s 

subsidiaries were not adequately trained on anticorruption risks, did not require third-parties on 

SOE sales to comply with the FCPA, and did not perform any anticorruption due diligence on third 

parties. 



 

 11 

GCC’s Self-Reporting, Cooperation, and Remedial Efforts 

49. In determining to accept GCC’s Offer, the Commission considered GCC’s self-

reporting, substantial cooperation, and remedial efforts.  GCC promptly self-reported the 

potential FCPA violations to the Commission’s staff in January 2014, after it retained outside 

counsel to conduct an internal investigation.  GCC also self-reported other potentially improper 

payments as its investigation progressed, and regularly updated the staff on the investigation. 

50. GCC further provided complete and timely cooperation with the staff by 

providing detailed presentations on the key findings of the investigations, and promptly 

producing all relevant documents and information (including thousands of documents translated 

into English), chronologies, key document binders, interview downloads, and forensic 

accounting analyses.  GCC also made its current or former employees available for interviews by 

the staff upon request, including facilitating certain employees to travel to the United States from 

abroad for interviews. 

51. GCC also undertook extensive remediation.  GCC has terminated or taken 

disciplinary actions against employees who were involved in the improper payments.  All of 

GCC’s executive management during the relevant time period has been replaced.  In October 

2014 GCC announced a strategic plan to focus on its core markets and divest its operations in the 

Africa and Asia Pacific regions.   

52. Finally, GCC restructured its compliance policies and programs by appointing a 

Chief Compliance Officer who reports directly to GCC’s CEO and Audit Committee.  Under this 

restructuring, GCC has enhanced its training of sales and accounting personnel on compliance 

policies and expectations, implemented regular reviews of third-party relationships and 

accounting adjustments, developed a global information technology strategy for risk assessment 

and control for financial reporting, and instituted evaluations for compliance performance 

through performance indicators and audits. 

GCC’s Non-Prosecution Agreement With the United States Department of Justice 

53. GCC has entered into a non-prosecution agreement with the United States 

Department of Justice that acknowledges responsibility for conduct relating to the findings in this 

Order. 

54. GCC acknowledges that the Commission is not imposing a civil penalty for the 

violations described in this Order based in part on GCC’s payment of a criminal fine of 

$20,469,694.80 as part of GCC’s settlement with the Department of Justice. 

Undertakings 

55. Respondent has undertaken to  

A. Cooperate fully with the Commission in any and all investigations, 

litigation, or other proceedings relating to or arising from the matters described in this 

Order.  In connection with such cooperation, Respondent shall: 



 

 12 

1. Produce, without service of a notice or subpoena, any and all non-

privileged documents and other information requested by the Commission staff 

subject to any restrictions under the law of any foreign jurisdiction; 

2. Use its best efforts to cause its current or former officers, 

employees, and directors to be interviewed by Commission staff at such times and 

places as the staff reasonably may direct; 

3. Use its best efforts to cause its current or former officers, 

employees, and directors to appear and testify without service of a notice or 

subpoena in such investigations, depositions, hearings, or trials as may be 

requested by the Commission staff; and 

4. In connection with any testimony of Respondent’s officers, 

employees, and directors to be conducted at deposition, hearing, or trial pursuant 

to a notice or subpoena, Respondent 

a. Agrees that any such notice or subpoena for the appearance 

and testimony of Respondent’s officers, employees, and directors may be 

served by regular or electronic mail on: Christian J. Mixter, Esq., Morgan, 

Lewis & Bockius LLP, 1111 Pennsylvania Avenue, N.W., Washington, 

DC 20004, [email protected], with a copy to Emerson 

C. Moser, Esq., Senior Vice President, General Counsel and Corporate 

Secretary, General Cable Corporation, 4 Tesseneer Drive, Highland 

Heights, KY 41076-9753, [email protected];   

b. Agrees that any such notice or subpoena for the appearance 

and testimony of Respondent’s officers, employees, and directors in any 

action pending in a United States District Court may be served, and may 

require testimony, beyond the territorial limits imposed by the Federal 

Rules of Civil Procedure. 

B. Report to the Commission staff periodically, at no less than one-year 

intervals during a three-year period from the date of this Order: 

1. The status of Respondent’s remediation and implementation of 

compliance measures.  During this three-year period, should Respondent’s Board of 

Directors, executive management, or legal and compliance personnel discover 

credible evidence, not already reported to the Commission staff, that questionable 

or corrupt payments, or questionable or corrupt transfers of property or interests 

may have been offered, promised, paid, or authorized by Respondent, or that related 

false books and records have been maintained, Respondent shall promptly report 

such conduct to the Commission staff.  During this three-year period, Respondent 

shall (1) submit an initial report, and (2) conduct and prepare one follow-up review 

and report, as described below: 

 



 

 13 

a. Respondent shall submit to the Commission staff a written 

report within 360 calendar days of the date of entry of this Order setting 

forth a complete description of its FCPA and anticorruption related 

remediation efforts to date, its plans or proposals reasonably designed to 

improve its policies and procedures for ensuring compliance with the FCPA 

and other applicable anticorruption laws, and the parameters of the 

subsequent reviews (“Initial Report”).  The Initial Report shall be 

transmitted to Gerald W. Hodgkins, Associate Director, Division of 

Enforcement, Securities and Exchange Commission, 100 F Street, N.E., 

Washington, DC 20549.  Respondent may extend the time period for 

issuance of the Initial Report with prior written approval of the Commission 

staff. 

b. Respondent shall undertake at least two follow-up reviews, 

incorporating any comments provided by the Commission staff on the 

previous report, to further monitor and assess whether the policies and 

procedures of Respondent are reasonably designed to detect and prevent 

violations of the FCPA and other applicable anticorruption laws (the 

“Follow-Up Reports”). 

c. The Follow-Up Report shall be completed no later than 365 

days after the Initial Report.  The second Follow-Up Report shall be 

completed no later than 730 days after the completion of the preceding 

follow-up review.  Respondent may extend the time period for issuance of 

the Follow-Up Reports with prior written approval of the Commission staff. 

d. The periodic reviews and reports submitted by Respondent 

will likely include proprietary, financial, confidential, and competitive 

business information.  Public disclosure of the reports could discourage 

cooperation, impede pending or potential government investigations or 

undermine the objectives of the reporting requirement.  For these reasons, 

among others, the reports and contents thereof are intended to remain and 

shall remain nonpublic, except (1) pursuant to court order, (2) as agreed by 

the parties in writing, (3) to the extent that the Commission staff determines 

in its sole discretion that disclosure would be in furtherance of the 

Commission’s discharge of its duties and responsibilities, or (4) is otherwise 

required by law. 

2. Certify, in writing, that Respondent has made good faith efforts to 

comply with the undertakings set forth above.  The certification shall identify the 

undertaking, provide written evidence of compliance in the form of a narrative, and 

be supported by exhibits sufficient to demonstrate compliance.  The Commission 

staff may make reasonable requests for further evidence of compliance, and 

Respondent agrees to provide such evidence.  The certification and supporting 

materials shall be submitted to Gerald W. Hodgkins, Associate Director, with a 

copy to the Office of the Chief Counsel of the Division of Enforcement, Securities 



 

 14 

and Exchange Commission, 100 F Street, N.E., Washington, DC 20549, no later 

than sixty (60) days from the date of the completion of the undertakings. 

IV.  

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

A. Pursuant to Section 21C of the Exchange Act, GCC cease-and-desist from 

committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 

and 30A of the Exchange Act. 

B. GCC shall pay disgorgement of $51,174,237, and prejudgment interest of 

$4,107,660 to the Commission for transfer to the general fund of the United States Treasury, 

subject to Exchange Act Section 21F(g)(3).  Payment shall be made in the following 

installments:  one installment of $5,856,380 due within 30 days of the date of entry of this Order, 

one installment of $18,534,568 due within 180 days of the date of entry of this Order, and a final 

installment of $30,890,949 due within 360 days of the date of entry of this Order.  If any payment 

is not made by the date the payment is required by this Order, the entire outstanding balance of 

disgorgement and prejudgment interest, plus any additional interest accrued pursuant to the 

Commission’s Rule of Practice 600 shall be due and payable immediately, without further 

application. 

C. Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

 Payments by check or money order must be accompanied by a cover letter 

identifying General Cable Corporation as a Respondent in these proceedings, and 

the file number of these proceedings; a copy of the cover letter and check or money 

order must be sent to Gerald W. Hodgkins, Associate Director, Division of 



 

 15 

Enforcement, Securities and Exchange Commission, 100 F Street, N.E., 

Washington, DC 20549. 

 

D. Respondent shall comply with the undertakings in paragraph 55.B, above. 

 

 By the Commission. 

 

 

 Brent J. Fields    

 Secretary