ANIXTER INTERNATIONAL INC (Form: 10-K, Received: 02/23/2017 16:50:46)

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

¨ (Do not check if a smaller reporting company)

Smaller Reporting Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K



x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2016



¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-10212

Anixter International Inc.

(Exact name of Registrant as Specified in Its Charter)



Delaware		94-1658138
(State or other jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2301 Patriot Blvd.

Glenview, IL 60026

(224) 521-8000

(Address and telephone number of principal executive offices in its charter)

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class on Which Registered		Name of Each Exchange on Which Registered
Common stock, $1 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the shares of registrant’s Common Stock, $1 par value, held by nonaffiliates of the registrant was approximately $1,546,247,517 as of July 1, 2016 .

At February 15, 2017 , 33,115,697 shares of registrant’s Common Stock, $1 par value, were outstanding.

Documents Incorporated by Reference:

Certain portions of the registrant’s Proxy Statement for the 2017 Annual Meeting of Stockholders of Anixter International Inc. are incorporated by reference into Part III.

TABLE OF CONTENTS



		Page
	PART I

Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8
	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	79
Item 9A.	Controls and Procedures	79
Item 9B.	Other Information	81
	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	81
Item 11.	Executive Compensation	81
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	81
Item 13.	Certain Relationships and Related Transactions, and Director Independence	81
Item 14.	Principal Accountant Fees and Services	81
	PART IV

Item 15.	Exhibits and Financial Statement Schedules	82

Table of Contents

PART I

ITEM 1. BUSINESS.

Company Overview

Anixter International Inc. and its subsidiaries (collectively referred to as "Anixter" or the "Company") and sometimes referred to in this Annual Report on Form 10-K as "we", "our", "us", or "ourselves", founded in 1957, is headquartered near Chicago, Illinois and trades on the New York Stock Exchange under the symbol AXE. The Company was formerly known as Itel Corporation which was incorporated under Delaware law in 1967. Through Anixter Inc. and its subsidiaries, we are a leading distributor of network and security solutions, electrical and electronic solutions, and utility power solutions.

Through our global presence, technical expertise and supply chain solutions, we help our customers reduce the risk, cost and complexity of their supply chains. We add value to the distribution process by providing over 150,000 customers access to innovative inventory management programs, nearly 600,000 products and over $1.0 billion in inventory, 320 warehouses/branch locations with approximately 9 million square feet of space, and locations in over 300 cities across approximately 50 countries. We are a leader in the provision of advanced inventory management services including procurement, just-in-time delivery, quality assurance testing, advisory engineering services, component kit production, small component assembly and e-commerce and electronic data interchange to a broad spectrum of customers.

Our customers are international, national, regional and local companies, covering a broad and diverse set of industry groups including manufacturing, resource extraction, telecommunications, internet service providers, finance, education, healthcare, retail, transportation, utilities (both public power and investor owned), defense and government; and include contractors, installers, system integrators, value-added resellers, architects, engineers and wholesale distributors. Our customer base is well-diversified with no single customer accounting for more than 2% of sales.

Our differentiated operating model is premised on our belief that our customers and suppliers value a partner with consistent global product offerings, technical expertise (including product and application knowledge and support) and customized supply chain solutions, all supported by a common operating system and business practices that ensure the same "look, touch and feel" worldwide.

Our growth strategy is driven by constant refresh and expansion of our product and solution offerings to meet marketplace needs. This organic growth approach extends to a constantly evolving set of supply chain services that are designed to lower the customer’s total cost of procuring, owning and deploying the products we sell. We have identified security solutions, emerging markets, utilities, industrial communications and control and in-building wireless as growth opportunities we are pursuing. Organic growth will periodically be supplemented with acquisitions where the benefits associated with geographic expansion, market penetration or new product line additions are weighted in favor of "buying versus building."

In the third quarter of 2014, we acquired all of the outstanding shares of Tri-Northern Acquisition Holdings, Inc. ("Tri-Ed"), a leading independent distributor of security and low-voltage technology products headquartered in Woodbury, NY. The acquisition of Tri-Ed offers a strategic opportunity for us and our security business, consistent with our vision to create a leading global security platform. Through expanding our offering into highly complementary products lines, our customers benefit from a broader set of products and solutions in the areas of video, access control, fire/life safety, and intrusion detection. In addition, this transaction provides access to the residential construction end-market and a community of security integrators and dealers we did not historically service. For further information regarding Tri-Ed, refer to Note 3. "Business Combinations" in the notes to the Consolidated Financial Statements.

During the second quarter of 2015, we completed the sale of the OEM Supply - Fasteners ("Fasteners") business to American Industrial Partners ("AIP"), excluding certain foreign locations which were subsequently sold. This transaction sharpened our focus on our then core Enterprise Cabling and Security Solutions ("ECS") and Electrical and Electronic Wire and Cable ("W&C") segments and provided additional financial flexibility to build on these strong global platforms. For further information regarding the sale of our Fasteners business, refer to Note 2. "Discontinued Operations" in the notes to the Consolidated Financial Statements.

In the fourth quarter of 2015, we completed the acquisition of the Power Solutions business ("Power Solutions") from HD Supply, Inc. Power Solutions represents the largest acquisition in Anixter's history and transforms Anixter into a leading North American distributor to the utility sector, enhances our competitive position in the electrical wire and cable markets and further strengthens our overall customer and supplier value proposition. For further information regarding Power Solutions, refer to Note 3. "Business Combinations" in the notes to the Consolidated Financial Statements.

Business Segments and Products

Beginning in the fourth quarter of 2012 and through the first quarter of 2015, the Company's operating and reportable segments were ECS, W&C, and Fasteners. Following the sale of the Fasteners business in the second quarter of 2015, our remaining operating segments were ECS and W&C. In the fourth quarter of 2015, in connection with the acquisition of Power Solutions, we renamed our legacy ECS segment to Network & Security Solutions ("NSS"). The low voltage business of Power Solutions was combined into our legacy W&C segment to form the Electrical & Electronic Solutions ("EES") segment. The high voltage business of Power Solutions formed our Utility Power Solutions ("UPS") segment. The following is a brief description of each of our reportable segments and business activities.

Within our segments, we are also organized by geographies. Our geographies consist of North America, which includes the U.S. and Canada, EMEA, which includes Europe, the Middle East and Africa, and Emerging Markets, which includes Asia Pacific and Central and Latin America ("CALA").

Network & Security Solutions ("NSS")

The Network & Security Solutions segment, with operations in approximately 46 countries, supplies products and customized Supply Chain Solutions to customers in a diverse range of industries including technology, finance, telecommunications service providers, transportation, education, government, healthcare and retail. NSS provides solutions to end-users and sells the products through various channels including data communications contractors, security, network and systems integrators, and directly to end users. NSS has a broad product portfolio that includes copper and fiber optic cable and connectivity, access control, video surveillance, intrusion and fire/life safety, cabinets, power, cable management, wireless, professional audio/video, voice and networking switches and other ancillary products. The NSS segment includes more than 2,100 technically trained salespeople, approximately 40 Supply Chain Solutions specialists and a global technical support organization that provides support across all three reportable segments to aid in design, product specification and complete bills of materials inclusive of all Anixter solutions.

Through a variety of value-added supply chain solutions, including inventory management, product packaging and enhancement, financial and other customized supply chain services, NSS helps customers reduce the risk, complexity and cost associated with their IT infrastructure and physical security deployments. The NSS commitment to quality products and services and technical leadership is demonstrated by its participation in many global standards organizations. NSS technical expertise extends to performance and interoperability testing at our Infrastructure Solutions Lab ^SM , which provides NSS the opportunity to demonstrate solutions and proof-of-concepts to customers. Anixter's Infrastructure as a Platform and ipAssured ^SM programs help customers make intelligent buying decisions around network and security infrastructure and improve efficiency to meet their sustainability goals.

Electrical & Electronic Solutions ("EES")

The Electrical & Electronic Solutions segment, with operations in over 30 countries, supplies a broad range of wire and cable, control, power/gear, lighting and electrical bulk products and customized supply chain solutions to the Commercial and Industrial ("C&I") and Original Equipment Manufacturer ("OEM") markets. The C&I group supplies products for the transmission of power and signals in industrial applications to customers in key markets including oil, gas and petrochemical, alternative energy, utility, power generation and distribution, transportation, commercial, industrial, natural resource and water and wastewater treatment. It sells through channels including electrical contractors, security and automation integrators, and engineering, procurement and construction firms. The OEM group supplies products used in the manufacturing of automotive, industrial, medical, transportation, marine, military and communications equipment, selling to OEM and panel, cable and harness shops. The product portfolio in this global business includes electrical and electronic wire and cable, shipboard cable, support and supply products, low-voltage cable, instrumentation cable, industrial communication and control products, security cable, connectors, industrial Ethernet switches, and voice and data cable. Value-added services, including supply chain management services and engineering support are tailored to position us as a specialist in fast growing emerging markets, OEMs and industrial verticals. EES helps customers achieve their sustainability goals by using its value-added services to minimize scrap, reduce lead times and improve operational efficiency.

The EES team of more than 1,100 technical experts includes its sales personnel, supply chain specialists, industrial communication specialists and engineers. EES provides world-class technical assistance, products and support through code and standards interpretation, product selection assistance, on-site customer training and customer specification reviews. EES brings value to its customers through its global reach, ability to provide global infrastructure project coordination, technical and engineering support, financial strength, and sourcing and supplier relationships. These capabilities help customers reduce costs and risks and gain competitive advantage in their marketplace.

Utility Power Solutions ("UPS")

The Utility Power Solutions segment, with primary operations in the U.S. and Canada, supplies electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid products, and arranges materials management and procurement outsourcing for the power generation and electricity distribution industries. The UPS segment serves the utilities (both public power and investor owned) and electrical markets. It serves electric power plant customers primarily through a bid-based model and, to a lesser extent, sells maintenance, repair and operations products through an e-commerce platform. Products include conductors such as wire and cable, transformers, overhead transmission and distribution hardware, switches, protective devices and underground distribution, connectors used in the construction or maintenance and repair of electricity transmission and substation distribution infrastructure, and supplies, lighting and conduit used in non-residential and residential construction. UPS also provides materials management and procurement outsourcing services. Its capabilities allow us to integrate with our customers and perform part of our customers' sourcing and procurement function. The UPS segment includes more than 300 technically trained salespeople and nearly 60 Supply Chain Solutions specialists.

For more information concerning our business segments, foreign and domestic operations and export sales, see Note 8. "Income Taxes" and Note 11. "Business Segments" in the Notes to the Consolidated Financial Statements.

Suppliers

We source products from thousands of suppliers, with approximately one-quarter of our annual dollar volume purchases sourced from our five largest suppliers. An important element of our overall business strategy is to develop and maintain close relationships with our key suppliers, which include the world’s leading manufacturers of communication cabling, connectivity, support and supply products, electrical wire and cable, and utility products. Such relationships emphasize joint product planning, inventory management, technical support, advertising and marketing. In support of this strategy, we generally do not compete with our suppliers in product design or manufacturing activities. We do sell a small amount of private label products that carry a brand name exclusive to us.

Our typical distribution agreement generally includes the following significant terms:


•	a non-exclusive right to resell products to any customer in a geographical area (typically defined as a country, with the exception of our UPS business which is typically defined as a county);


•	cancelable upon 60 to 90 days notice by either party for any reason;


•	no minimum purchase requirements, although pricing may change with volume on a prospective basis; and


•	the right to pass through the manufacturer’s warranty to our customers.

Distribution and Service Platform

We cost-effectively serve our customers’ needs through our proprietary computer systems, which connect the majority of our warehouses and sales offices throughout the world. The systems are designed for sales support, order entry, inventory status, order tracking, credit review and material management. Customers may also conduct business through our e-commerce platform, which we believe is one of the most comprehensive and user-friendly websites in the industry.

We operate a series of large, modern, regional distribution centers in key geographic locations in North America, EMEA and Emerging Markets that provide for cost-effective, reliable storage and delivery of products to our customers. We have designated 17 warehouses as regional distribution centers. Collectively, these facilities store approximately 30% of our inventory. In certain cities, some smaller warehouses are also maintained to maximize transportation efficiency and to provide for the local needs of customers. Our network of regional distribution centers, local distribution centers, service centers, branch locations and sales offices consists of 264 locations in the United States, 33 in Canada, 25 in the United Kingdom, 25 in Continental Europe and the Middle East, 34 in Latin America, 11 in Asia and 6 in Australia/New Zealand.

We have developed close relationships with certain freight, package delivery and courier services to minimize transit times between our facilities and customer locations, as well as a dedicated delivery fleet of over 500 vehicles with the Power Solutions acquisition. The combination of our information systems, distribution network and delivery partnerships allows us to provide a high level of customer service while maintaining a reasonable level of investment in inventory and facilities.

Employees

At December 30, 2016 , we employed over 8,900 people. Approximately 50% of the employees are engaged in sales or sales-related activities, 30% are engaged in warehousing and distribution operations and 20% are engaged in support activities, including inventory management, information services, finance, human resources and general management. We do not have any significant concentrations of employees subject to collective bargaining agreements within any of our segments.

Competition

Given our role as an aggregator of many different types of products from many different sources and because these products are sold to many different industry groups, there is no well-defined industry group against which we compete. We view the competitive environment as highly fragmented with hundreds of distributors and manufacturers that sell products directly or through multiple distribution channels to end users or other resellers. There is significant competition within each end market and geography served that creates pricing pressure and the need for constant attention to improve services. Competition is based primarily on breadth of products, quality, services, relationships, price and geographic proximity. We believe that we have a significant competitive advantage due to our comprehensive product and service offerings, global distribution network, technically-trained sales team and customized supply chain solutions. We believe our global distribution platform provides a competitive advantage to serving multinational customers’ needs. Our operations and logistics platform gives us the ability to ship orders from inventory for delivery within 24 to 48 hours to all major global markets. In addition, we have common systems and processes throughout the majority of our operations in approximately 50 countries that provide our customers and suppliers with global consistency.

We enhance our value proposition to both key suppliers and customers through our technical expertise, global standards participation testing and demonstration facilities and numerous quality assurance certification programs such as ISO 9001:2008 and ISO/TS 16949:2009. Our NSS and EES segments leverage our certified Infrastructure Solutions Lab located at our suburban Chicago headquarters to support customers with technology needs related to enterprise networks, data centers, physical security, building technologies and industrial communications and control. At this lab, we evaluate performance and interoperability to help customers reduce risk through informed purchasing decisions. Our Solutions Briefing Centers, premier technology education and demonstration facilities located in various regions around the globe, focus on enabling our customers with the necessary information to make informed decisions around complex, end-to-end technology solutions.

Because privately held companies account for a significant share of our markets, reliable competitive information is not available.

Contract Sales and Backlog

We have a number of customers who purchase products under long-term contractual arrangements. In such circumstances, the relationship with the customer typically involves a high degree of material requirements planning and information systems interfaces and, in some cases, may require the maintenance of a dedicated distribution facility or dedicated personnel and inventory at, or in close proximity to, the customer site to meet the needs of the customer. Such contracts do not generally require the customer to purchase any minimum amount of goods from us, but would require that materials acquired by us, as a result of joint material requirements planning between us and the customer, be purchased by the customer. Backlog orders, excluding large contractual orders, represent approximately four weeks of sales and ship to customers within 30 to 60 days from order date.

Seasonality

The operating results are not significantly affected by seasonal fluctuations except for the impact resulting from variations in the number of billing days from quarter to quarter. Consecutive quarter sales from the third to fourth quarters are generally lower due to the holidays and lower number of billing days as compared to other consecutive quarter comparisons. There were 254 billing days in 2016 and 253 billing days in both 2015 and 2014.

Available Information

We maintain an Internet website at http://www.anixter.com which includes an Investor Relations section that links to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to these reports. These forms are available without charge as soon as reasonably practical following the time they are filed with or furnished to the Securities and Exchange Commission ("SEC"). Shareholders and other interested parties may request email notifications of the posting of these documents through the Investor Relations section of our website. In addition, copies of our reports will be made available, free of charge, upon written request.

Our website also contains corporate governance information including corporate governance guidelines; audit, compensation and nominating and governance committee charters; nomination process for directors; and our business ethics and conduct policy.

ITEM 1A. RISK FACTORS.

The following factors could materially adversely affect our operating results and financial condition. Although we have tried to discuss key factors, please be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our financial performance.

A change in sales strategy or financial viability of our suppliers could adversely affect our sales or earnings.

Most of our agreements with suppliers are terminable by either party on short notice for any reason. We currently source products from thousands of suppliers. However, approximately one-quarter of our annual dollar volume purchases are sourced from our five largest suppliers. If any of these suppliers changes its sales strategy to reduce its reliance on distribution channels, or decides to terminate its business relationship with us, our sales and earnings could be adversely affected until we are able to establish relationships with suppliers of comparable products. Although we believe our relationships with these key suppliers are good, they could change their strategies as a result of a change in control, expansion of their direct sales force, changes in the marketplace or other factors beyond our control, including a key supplier becoming financially distressed.

We have risks associated with the sale of nonconforming products and services.

Historically, we have experienced a small number of cases in which our vendors supplied us with products that did not conform to the agreed upon specifications without our knowledge. Additionally, we may inadvertently sell a product not suitable for a customer’s application. We address this risk through our quality control processes, by seeking to limit liability and our warranty in our customer contracts, by obtaining indemnification rights from vendors and by maintaining insurance responsive to these risks. However, there can be no assurance that we will be able to include protective provisions in all of our contracts, that vendors will have the financial capability to fulfill their indemnification obligations to us, or that insurance can be obtained with sufficiently broad coverage or in amounts sufficient to fully protect us.

Our foreign operations are subject to political, economic and currency risks.

We derive over 25% of our revenues from sales outside of the U.S.. Economic and political conditions in some of these foreign markets may adversely affect our results of operations, cash flows and financial condition in these foreign markets. Our results of operations and the value of our foreign assets are affected by fluctuations in foreign currency exchange rates (as further discussed in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk") and different legal, tax, accounting and regulatory requirements. In addition, some of the products that we distribute are produced in foreign countries, which involve longer and more complex supply chains that are vulnerable to numerous risks that could cause significant interruptions or delays in delivery of such products. Many of these factors are beyond our control and include risks, such as as political instability, financial instability of suppliers, suppliers' noncompliance with applicable laws, trade restrictions, labor disputes, currency fluctuations, changes in tariff or import policies, severe weather, terrorist attacks and transport capacity and cost. A significant interruption in our supply chains caused by any of the above factors could result in increased costs or delivery delays and result in a decrease in our net sales and profitability.

We have risks associated with inventory.

We must identify the right product mix and maintain sufficient inventory on hand to meet customer orders. Failure to do so could adversely affect our sales and earnings. However, if circumstances change (for example, an unexpected shift in market demand, pricing or customer defaults) there could be a material impact on the net realizable value of our inventory. To guard against inventory obsolescence, we have negotiated various return rights and price protection agreements with certain key suppliers. We also maintain an inventory valuation reserve account against declines in the value or salability of our inventory. However, there is no guaranty that these arrangements will be sufficient to avoid write-offs in excess of our reserves in all circumstances.

Our operating results are affected by copper prices.

Our operating results have been affected by changes in prices of copper, which is a major component in a portion of the electrical wire and cable products we sell. As our purchase costs with suppliers change to reflect the changing copper prices, our percent mark-up to customers remains relatively constant, resulting in higher or lower sales revenue and gross profit depending upon whether copper prices are increasing or decreasing.

The degree to which price changes in the copper commodity spot market correlate to product price changes, is a factor of market demand for products. When demand is strong, there is a high degree of correlation but when demand is weak, there can be significant time lags between spot price changes and market price changes.

We have risks associated with the integration of acquired businesses.

In connection with recent and future acquisitions, it is necessary for us to continue to create an integrated business from the various acquired entities. This requires the establishment of a common management team to guide the acquired businesses, the conversion of numerous information systems to a common operating system, the establishment of a brand identity for the acquired businesses, the streamlining of the operating structure to optimize efficiency and customer service and a reassessment of the inventory and supplier base to ensure the availability of products at competitive prices. No assurance can be given that these various actions can be completed without disruption to the business, in a short period of time or that anticipated improvements in operating performance can be achieved. Any inability on our part to successfully implement strategic transactions could have an adverse impact on our reputation, business, financial condition, operating results and cash flows. There can be no assurance that any businesses acquired will perform in accordance with expectations or that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove to be correct. In addition, any acquisition that we make may not provide us with the synergies and other benefits that were anticipated when entering into such acquisition.

Our debt agreements could impose restrictions on our business.

Our debt agreements contain certain financial and operating covenants that limit our discretion with respect to certain business matters. These covenants restrict our ability to, among other things:


•	incur additional indebtedness;


•	create liens on assets;


•	make certain investments;


•	transfer, lease or dispose of assets; and


•	engage in certain mergers, acquisitions, consolidations or other fundamental changes.

These covenants also limit the amount of dividends or share repurchases we may make. As a result of these restrictions, we are limited in how we may conduct business and may be unable to compete effectively or take advantage of new business opportunities. Our ability to comply with the covenants and restrictions contained in our debt agreements may be affected by economic, financial and industry conditions or regulatory changes beyond our control. The breach of any of these covenants or restrictions could result in a default under either the Inventory Facility, the Canadian Term Loan, the Receivables Facility or the indentures governing our outstanding notes that would permit the applicable lenders or noteholders, as the case may be, to declare all outstanding amounts to be due and payable, together with accrued and unpaid interest. If we are unable to repay indebtedness, lenders having secured obligations, such as the lenders under the Inventory Facility, the Canadian Term Loan, or the Receivables Facility, could proceed against the collateral securing these obligations. This could have a significant negative impact on our financial condition and operating results.

We have substantial debt which could adversely affect our profitability, limit our ability to obtain financing in the future and pursue certain business opportunities.

As of December 30, 2016 , we had an aggregate principal amount of $1.4 billion of outstanding debt. As a result, a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes. This may also limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, and general corporate purposes in the future. Our indebtedness also reduces our flexibility to adjust to changing market conditions or may prevent us from making capital investments that are necessary or important to our operations and strategic growth.

If our cash flow and capital resources are not sufficient to fund our debt service obligations, we could face substantial liquidity problems and may be required to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or refinance our debt. We cannot make assurances that we will be able to refinance our debt on terms acceptable to us, or at all. Our debt agreements and the indentures governing our outstanding notes restrict our ability to dispose of assets and how we use the proceeds from any such dispositions. We cannot make assurances that we will be able to consummate those dispositions, or if we do, what the timing of the dispositions will be or whether the proceeds that we realize will be adequate to meet our debt service obligations when due.

We have risks associated with accounts receivable.

A significant portion our working capital consists of accounts receivable. Although no single customer accounts for more than 2% of our sales, a payment default by one of our larger customers could have a short-term impact on earnings or liquidity. A financial or industry downturn could have an adverse effect on the collectability of our accounts receivable, which could result in longer payment cycles, increased collection costs and defaults. Given the current economic environment, constrained access to capital and general market uncertainties, our exposure to customer defaults may be heightened.

A decline in project volume could adversely affect our sales and earnings.

While most of our sales and earnings are generated by comparatively smaller and more frequent orders, the fulfillment of large orders for capital projects generates significant sales and earnings. Slow macro-economic growth rates, difficult credit market conditions for our customers, weak demand for our customers’ products or other customer spending constraints can result in project delays or cancellations, potentially having a material adverse effect on our financial results.

The level of returns on pension plan assets and the actuarial assumptions used for valuation purposes could affect our earnings and cash flows in future periods. Changes in government regulations could also affect our pension plan expenses and funding requirements.

The funding obligations for our pension plans are impacted by the performance of the financial markets, particularly the equity markets, and interest rates. Funding obligations are determined under government regulations and are measured each year based on the value of assets and liabilities on a specific date. If the financial markets do not provide the long-term returns that are expected under the governmental funding calculations, we could be required to make larger contributions. The equity markets can be, and recently have been, very volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements. An adverse change in the funded status of the plans could significantly increase our required contributions in the future and adversely impact our liquidity. At December 30, 2016, our projected benefit obligations exceeded the fair value of plan assets by $69.1 million .

Assumptions used in determining projected benefit obligations and the fair value of plan assets for our pension plans are determined by us in consultation with outside actuaries. In the event that we determine that changes are warranted in the assumptions used, such as the discount rate, expected long-term rate of return on assets, or mortality rates, our future pension benefit expenses could increase or decrease. Due to changing market conditions, the assumptions that we use may differ from actual results, which could have a significant impact on our pension liabilities and related costs and funding requirements.

We may experience a failure in or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber attacks or information security breaches.

Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. A failure in or breach of our operational or information security systems, or those of our third-party service providers, as a result of cyber attacks or information security breaches could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and/or cause losses. As a result, cyber security and the continued development and enhancement of the controls and processes designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us. Although we believe that we have robust information security procedures and other safeguards in place, as cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or investigate and remediate any information security vulnerabilities.

We may be adversely affected by the U.K. determination to leave the European Union (Brexit).

On June 23, 2016, voters in the United Kingdom approved an advisory referendum to withdraw from the European Union (“Brexit”). Such withdrawal will occur after a process of negotiation regarding the future terms of the United Kingdom’s relationship with the European Union with respect to reciprocal market access and other matters. These negotiations on withdrawal and post-exit arrangements have been and will likely continue to be complex and protracted.

We have significant operations in the United Kingdom and other member countries of the European Union. The proposed withdrawal by the United Kingdom could have an adverse effect on the tax, tax treaty, currency, operational, legal and regulatory regimes to which our businesses in the region are subject. The withdrawal could also, among other potential outcomes, disrupt the free movement of goods, services and people between the United Kingdom and the European Union and significantly disrupt trade between the United Kingdom and the European Union and other parties. The uncertainty concerning the timing and terms of the exit could also have a negative impact on the business activity, political stability and economic conditions in the United Kingdom, the European Union and the other economies in which we operate, which could result in customers reducing or delaying spending decisions on our products. Our UK business has deferred tax assets totaling $6.6 million. A downturn in our UK business caused by a material adverse effect could require us to record a valuation allowance against those deferred tax assets. Any of these developments could have a material adverse effect on our business, financial position, liquidity and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Our distribution network consists of 320 warehouses/branch locations in approximately 50 countries with approximately 9 million square feet of space. This includes 17 regional distribution centers (100,000 — 500,000 square feet), 45 local distribution centers (35,000 — 100,000 square feet), 189 service centers and 69 branch locations. Additionally, we have 78 sales offices throughout the world. All but seven of these facilities are leased. No one facility is material to our overall operations, and we believe there is ample supply of alternative warehousing space available on similar terms and conditions in each of our markets.

ITEM 3. LEGAL PROCEEDINGS.

Incorporated by reference to Note 7. "Commitments and Contingencies" in the notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table lists the name, age as of February 23, 2017 , position, offices and certain other information with respect to our executive officers. The term of office of each executive officer will expire upon the appointment of his successor by the Board of Directors.


Robert J. Eck, 58	Director of the Company since 2008; President and Chief Executive Officer of the Company since July 2008. Mr. Eck has served in a variety of senior management positions since joining the Company in 1990. Mr. Eck has also been a Director of Ryder Systems, Inc. since 2011 and a member of the Board of Trustees for Marquette University since September 2014.

Theodore A. Dosch, 57

Executive Vice President - Finance and Chief Financial Officer of the Company since July 2011; Senior Vice President - Global Finance of the Company from January 2009 to June 2011; CFO - North America and Vice President - Maytag Integration at Whirlpool Corporation from 2006 to 2008; Corporate Controller at Whirlpool Corporation from 2004 to 2006; CFO - North America at Whirlpool Corporation from 1999 to 2004.

Justin C. Choi, 51

Executive Vice President - General Counsel & Corporate Secretary of the Company since May 2013; Vice President - General Counsel & Corporate Secretary of the Company from June 2012 to May 2013; Executive Vice President, General Counsel and Secretary -Trustwave Holdings from January 2011 to June 2012; Senior Vice President, General Counsel & Secretary - Andrew Corporation from March 2006 to December 2007; Vice President of Law - Avaya Inc. from September 2000 to February 2006.

Ian Clarke, 54

Executive Vice President - Utility Power Solutions of the Company since June 2016; Senior Vice President - North America Sales - Utility Power Solutions from May 2016 to June 2016; Executive Vice President - OEM Supply - Fasteners of the Company from December 2012 to May 2015; Executive Vice President - Global Sales and Marketing from July 2012 to December 2012; Senior Vice President - OEM Supply - Fasteners - Americas from November 2010 to June 2012; Senior Vice President - Global Marketing from March 2010 to October 2010. Mr. Clarke was CEO of Optimas OE Solutions, LLC from May 2015 to March 2016.


William Galvin, 54	Executive Vice President - Network & Security Solutions of the Company since 2012; Executive Vice President - North America and EMEA Enterprise Cabling and Security Solutions from 2007 to 2012. Mr. Galvin has held several sales and marketing management roles over his 26 years of experience with the Company.

Robert M. Graham, 49

Executive Vice President - Electrical & Electronic Solutions of the Company since July 2015; Senior Vice President - U.S. Electrical and Electronic Wire and Cable from 2011 to 2015. Mr. Graham came to Anixter with the acquisition of the Pentacon business in September 2002, and since then, he has held various senior leadership roles for Anixter’s former OEM Fastener business with his most recent position before joining the Wire & Cable division being Senior Vice President for the North American business.


Scott Ramsbottom, 43	Executive Vice President - Chief Information Officer since February 2015; Senior Vice President Global Information Service from February 2014 to February 2015. Mr. Ramsbottom held various roles in the information services group since joining the Company in 1999.


Rodney A. Smith, 59	Executive Vice President - Human Resources of the Company since May 2013; Vice President - Human Resources from August 2006 to May 2013.


William Standish, 62	Executive Vice President - Operations of the Company since 2004. Since joining the Company in 1984, Mr. Standish has held several corporate and reporting unit senior management roles.


Rodney A. Shoemaker, 59	Senior Vice President - Treasurer of the Company since May 2014; Vice President - Treasury since July 1999. Mr. Shoemaker has been with the Company since 1986.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Anixter International Inc.’s Common Stock is traded on the New York Stock Exchange under the symbol AXE. Stock price information, dividend information and shareholders of record are set forth in Note 13. "Selected Quarterly Financial Data (Unaudited)" in the Notes to the Consolidated Financial Statements. There have been no sales of unregistered securities.

PERFORMANCE GRAPH

The following graph sets forth the annual changes for the five-year period indicated in a theoretical cumulative total shareholder return of an investment of $100 in our common stock and each comparison index, assuming reinvestment of dividends. This graph reflects the comparison of shareholder return on our common stock with that of a broad market index and a peer group index consistent with the prior year. Our Peer Group Index for 2016 consists of the following companies: Arrow Electronics Inc., Avnet Inc., Belden Inc., Fastenal Company, General Cable Corp., Houston Wire and Cable Company, MSC Industrial Direct Co. Inc., Rexel, Scansource Inc., Tech Data Corp, WESCO International, Inc., and W.W. Grainger Inc. This peer group was selected based on a review of publicly available information about these companies and our determination that they are engaged in distribution businesses similar to ours.

ITEM 6. SELECTED FINANCIAL DATA.



(In millions, except per share amounts)	Fiscal Year
	2016			2015			2014			2013			2012
Selected Income Statement Data:
Net sales	$	7,622.8		$	6,190.5		$	5,507.0		$	5,291.1		$	5,347.6
Operating income	285.3			267.8			310.1			310.9			301.3
Interest expense and other, net (a)	(87.8		)	(84.9		)	(60.5		)	(52.8		)	(68.2		)
Net income from continuing operations	121.1			96.9			163.4			175.0			154.7
Net (loss) income from discontinued operations	(0.6		)	30.7			31.4			25.5			(29.9		)
Net income	$	120.5		$	127.6		$	194.8		$	200.5		$	124.8
Diluted Income (Loss) Per Share:
Continuing operations	$	3.61		$	2.90		$	4.90		$	5.27		$	4.58
Discontinued operations	$	(0.02	)	$	0.91		$	0.94		$	0.77		$	(0.89	)
Net income	$	3.59		$	3.81		$	5.84		$	6.04		$	3.69
Dividend declared per common share	$	—		$	—		$	—		$	5.00		$	4.50
Selected Balance Sheet Data:
Total assets (a)	$	4,093.6		$	4,142.0		$	3,580.8		$	2,851.3		$	3,078.7
Total short-term debt	$	—		$	—		$	—		$	—		$	0.9
Total long-term debt (a)	$	1,378.8		$	1,642.9		$	1,202.0		$	826.5		$	971.3
Stockholders’ equity	$	1,292.2		$	1,179.4		$	1,133.0		$	1,027.4		$	969.9
Book value per diluted share	$	38.51		$	35.26		$	33.99		$	30.95		$	28.70
Weighted-average diluted shares	33.6			33.4			33.3			33.2			33.8
Year-end outstanding shares	33.4			33.3			33.1			32.9			32.5
Other Financial Data:
Working capital (a)	$	1,424.6		$	1,571.6		$	1,559.3		$	1,373.3		$	1,482.8
Capital expenditures	$	32.6		$	26.7		$	34.2		$	27.3		$	28.9
Depreciation	$	27.9		$	22.2		$	20.0		$	18.6		$	17.3
Amortization of intangible assets (a)	$	37.6		$	24.9		$	10.6		$	6.7		$	4.7

(a) Year-over-year changes from fiscal 2013 to fiscal 2014 and fiscal 2014 to fiscal 2015 are primarily due to the acquisitions of Tri-Ed and Power Solutions, respectively, and related financing costs such as interest on borrowings.

Items Impacting Comparability of Results

Over the last five years, we have completed three acquisitions and the respective sales and operating income have impacted the comparability of the results as reflected below. The acquisitions were accounted for as purchases and the results of operations of the acquired businesses are included in the Consolidated Financial Statements from the dates of acquisition. The following represents the incremental impact of the results for the one year period following the acquisitions:



(In millions)	Years Ended
	December 30, 2016		January 1, 2016		January 2, 2015		January 3, 2014		December 28, 2012
	(a)		(a)(b)		(b)		(c)		(c)
Net sales	$	1,501.9	$	921.2	$	176.0	$	60.7	$	62.8
Operating income	43.3		29.3		6.4		1.9		5.2


(a)	October 2015 acquisition of Power Solutions for $829.4 million .


(b)	September 2014 acquisition of Tri-Ed for $418.4 million.


(c)	June 2012 acquisition of Jorvex, S.A. ("Jorvex") for $55.3 million.

In 2015, we sold our Fasteners business for $371.8 million in cash, resulting in a pre-tax gain of $40.3 million ( $23.3 million , net of tax). As a result of this divestiture, results of this business is reflected as "discontinued operations" and all prior periods have been revised to reflect this classification.

The following reflects various items that impact the comparability of the results for the last five fiscal years:



Items Impacting Comparability of Results from Continuing Operations:
(In millions, except per share amounts)	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015			January 3, 2014			December 28, 2012
Items impacting operating income:	Favorable / (Unfavorable)
Amortization of intangible assets	$	(37.6	)	$	(24.9	)	$	(10.6	)	$	(6.7	)	$	(4.7	)
UK pension settlement	(9.6		)	(0.4		)	—			—			—
Latin America bad debt provision	(7.6		)	(11.7		)	—			—			—
Restructuring charge	(5.4		)	(8.2		)	—			—			—
Acquisition and integration costs	(5.1		)	(13.2		)	(7.2		)	—			(6.9		)
Write-off of capitalized software	—			(3.1		)	—			—			—
Dilapidation provision	—			(1.7		)	—			—			(13.9		)
Impairment of goodwill and long-lived assets	—			—			—			—			(11.2		)
Total of items impacting operating income	$	(65.3	)	$	(63.2	)	$	(17.8	)	$	(6.7	)	$	(36.7	)
Items impacting interest expense:
Write-off of deferred financing costs	—			(0.3		)	—			—			—
Total of items impacting interest expense	$	—		$	(0.3	)	$	—		$	—		$	—
Items impacting other expenses:
Foreign exchange loss	—			(3.6		)	(8.0		)	—			—
Extinguishment of debt	—			(0.9		)	—			—			—
Acquisition financing costs	—			—			(0.3		)	—			—
Penalty and interest from prior year tax liabilities	—			—			—			0.7			(1.7		)
Total of items impacting other expenses	$	—		$	(4.5	)	$	(8.3	)	$	0.7		$	(1.7	)
Total of items impacting pre-tax income	$	(65.3	)	$	(68.0	)	$	(26.1	)	$	(6.0	)	$	(38.4	)
Items impacting income taxes:
Tax impact of items above impacting pre-tax income	18.8			27.4			8.2			2.2			9.5
Tax benefits related to closing prior tax years	3.2			—			1.9			4.2			—
(Establishment)/reversal of deferred income tax valuation allowances	(1.1		)	(11.3		)	6.9			—			9.8
Other tax items	—			(0.5		)	—			—			—
Total of items impacting income taxes	$	20.9		$	15.6		$	17.0		$	6.4		$	19.3
Net income impact of these items	$	(44.4	)	$	(52.4	)	$	(9.1	)	$	0.4		$	(19.1	)
Diluted EPS impact of these items	$	(1.32	)	$	(1.56	)	$	(0.27	)	$	0.01		$	(0.56	)

The following table presents a reconciliation from net income from continuing operations to EBITDA and Adjusted EBITDA:



	Fiscal Year
(In millions)	2016		2015		2014		2013		2012
Net income from continuing operations	$	121.1	$	96.9	$	163.4	$	175.0	$	154.7
Interest expense	78.7		63.8		44.5		43.9		56.4
Income taxes	76.4		86.0		86.2		83.1		78.5
Depreciation	27.9		22.2		20.0		18.6		17.3
Amortization of intangible assets	37.6		24.9		10.6		6.7		4.7
EBITDA	$	341.7	$	293.8	$	324.7	$	327.3	$	311.6
Total of items impacting operating income*	27.7		38.3		7.2		—		32.0
Foreign exchange and other non-operating expense	9.1		21.1		16.0		8.9		11.8
Stock-based compensation	16.5		13.9		12.6		12.3		12.6
Adjusted EBITDA	$	395.0	$	367.1	$	360.5	$	348.5	$	368.0

* Items impacting operating income excludes amortization of intangible assets in the calculation of adjusted EBITDA as amortization is already added back in the EBITDA calculation above.

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ANIXTER INTERNATIONAL INC.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Executive Overview

Due to solid growth strategies, combined with financial discipline, we experienced organic sales growth of 0.2% in 2016 . As a result of the acquisition of Tri-Ed in the third quarter of 2014 combined with the 2015 sale of the Fasteners business and the acquisition of Power Solutions in the fourth quarter of 2015, we have transformed Anixter into a leading North American electrical products distribution platform, enhanced our competitive position in the electrical wire and cable business, and further strengthened our overall customer and supplier value proposition.

As we enter 2017, we continue to experience a broad-based momentum in the business. Following several years of challenging industrial end markets, we are optimistic that the underlying economic environment is slowly improving, reflected by recent increases in numerous forward-looking indicators. In addition, we remain focused on the successful integration of our acquired businesses and maximizing the synergistic value, while we continue to improve our working capital efficiency.

Organic sales growth from 2015 to 2016 excludes the impact of the following items and is summarized by segment and geography below:


•	$1,542.9 million favorable impact from the acquisition of Power Solutions;


•	$81.1 million unfavorable impact from the fluctuation in foreign exchange; and


•	$44.2 million unfavorable impact from the lower average price of copper.



Sales Growth Trends
	Twelve Months Ended December 30, 2016								Twelve Months Ended January 1, 2016
($ millions)	As Reported		Foreign Exchange Impact		Copper Impact		As Adjusted		As Revised*		Acquisition Impact		Pro Forma		Organic Growth / (Decline)


Network & Security Solutions (NSS)
North America	$	3,250.6	$	11.4	$	—	$	3,262.0	$	3,095.1	$	—	$	3,095.1	5.4	%
EMEA	340.7		11.8		—		352.5		342.8		—		342.8		2.8	%
Emerging Markets	492.5		15.9		—		508.4		530.3		—		530.3		(4.1	)%
NSS	$	4,083.8	$	39.1	$	—	$	4,122.9	$	3,968.2	$	—	$	3,968.2	3.9	%

Electrical & Electronic Solutions (EES)
North America	$	1,698.2	$	8.2	$	36.9	$	1,743.3	$	1,328.3	$	426.4	$	1,754.7	(0.6	)%
EMEA	229.4		21.3		2.5		253.2		259.0		—		259.0		(2.2	)%
Emerging Markets	175.6		5.4		3.9		184.9		229.2		—		229.2		(19.3	)%
EES	$	2,103.2	$	34.9	$	43.3	$	2,181.4	$	1,816.5	$	426.4	$	2,242.9	(2.7	)%

Utility Power Solutions (UPS)
North America	$	1,435.8	$	7.1	$	0.9	$	1,443.8	$	405.8	$	1,116.5	$	1,522.3	(5.2	)%
UPS	$	1,435.8	$	7.1	$	0.9	$	1,443.8	$	405.8	$	1,116.5	$	1,522.3	(5.2	)%

Total	$	7,622.8	$	81.1	$	44.2	$	7,748.1	$	6,190.5	$	1,542.9	$	7,733.4	0.2	%

Geographic Sales
North America	$	6,384.6	$	26.7	$	37.8	$	6,449.1	$	4,829.2	$	1,542.9	$	6,372.1	1.2	%
EMEA	570.1		33.1		2.5		605.7		601.8		—		601.8		0.6	%
Emerging Markets	668.1		21.3		3.9		693.3		759.5		—		759.5		(8.7	)%
Total	$	7,622.8	$	81.1	$	44.2	$	7,748.1	$	6,190.5	$	1,542.9	$	7,733.4	0.2	%

* Revised due to change in composition of our reportable segments in the first quarter of 2016.

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ANIXTER INTERNATIONAL INC.

We achieved organic sales growth of 0.2% for the year ended December 30, 2016 , excluding the unfavorable impact from foreign exchange and lower copper prices and the $1,542.9 million favorable impact from the Power Solutions acquisition.

Our organic growth of 0.2% in 2016 compared to the prior year was driven by strong growth in our NSS segment of 3.9% , reflecting solid trends in sales in our North American and EMEA geographies. Organic NSS security sales increased 4.3% in 2016 compared to 2015. The continued soft industrial economy caused organic sales to decline compared to the prior year in our EES segment, especially in EMEA and Emerging Markets. UPS organic net sales declined 5.2% in 2016 on a pro forma basis. Sales in the UPS segment continue to be adversely impacted by the Canadian oil and gas industry and by utility customers deferring investment based on lower power consumption.

Additional highlights of the year included:


•	Record sales of $7,622.8 million , up 23.1% , driven by the Power Solutions acquisition;


•	Approximately $278.8 million of cash flow from operations due to improved working capital efficiency;


•	Adjusted earnings per diluted share from continuing operations of $4.93.

As we enter 2017, we expect the positive momentum we experienced in the fourth quarter of 2016 to continue. We see indications that the underlying economic environment is slowly improving, reflected by recent increases in both commodity prices and global growth forecasts, despite several years of weak industrial end markets. Based on our current sales trend, backlog, and robust pipeline across all three segments, we expect continued solid growth in NSS and a return to full year growth in both our EES and UPS segments. Overall we expect first quarter 2017 organic sales growth in the 1 - 3% range and full year 2017 organic sales growth in the 1 - 4% range.

Acquisitions and Divestiture of Businesses

On October 5, 2015, through our wholly-owned subsidiaries, Anixter Inc. and Anixter Canada Inc., we completed the acquisition of the Power Solutions business from HD Supply, Inc. and certain subsidiaries of HD Supply, Inc. in exchange for $829.4 million .

On June 1, 2015, we completed the sale of the Fasteners business to AIP, excluding certain foreign locations which were subsequently sold. In connection with the divestiture, we received cash proceeds of $371.8 million . Including transaction related costs of $16.4 million , the sale resulted in a pre-tax gain of $40.3 million ( $23.3 million , net of tax). The assets and liabilities and operating results of the Fasteners business are presented as "discontinued operations" in our Consolidated Financial Statements for all years presented.

On September 17, 2014, we acquired Tri-Ed, a leading independent distributor of security and low-voltage technology products, from Tri-NVS Holdings, LLC for $418.4 million . A portion of the proceeds from a subsequent issuance of $400.0 million principal amount of senior notes were used to repay certain incurred borrowings to finance the Tri-Ed acquisition.

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ANIXTER INTERNATIONAL INC.

Consolidated Results of Operations



(In millions, except per share amounts)	Twelve Months Ended
	December 30, 2016			January 1, 2016			January 2, 2015
Net sales	$	7,622.8		$	6,190.5		$	5,507.0
Gross profit	1,548.0			1,340.5			1,239.3
Operating expenses	1,262.7			1,072.7			929.2
Operating income	285.3			267.8			310.1
Other expense:
Interest expense	(78.7		)	(63.8		)	(44.5		)
Other, net	(9.1		)	(21.1		)	(16.0		)
Income from continuing operations before income taxes	197.5			182.9			249.6
Income tax expense from continuing operations	76.4			86.0			86.2
Net income from continuing operations	121.1			96.9			163.4
Net (loss) income from discontinued operations	(0.6		)	30.7			31.4
Net income	$	120.5		$	127.6		$	194.8
Diluted income per share:
Continuing operations	$	3.61		$	2.90		$	4.90
Discontinued operations	(0.02		)	0.91			0.94
Net income	$	3.59		$	3.81		$	5.84

Items Impacting Comparability of Results

In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") above, this report includes certain non-GAAP financial measures as defined by the Securities and Exchange Commission. Specifically, net sales comparisons to the prior corresponding period, both worldwide and in relevant segments, are discussed in this report both on a U.S. GAAP and non-GAAP basis. We believe that by providing non-GAAP organic growth, which adjusts for the impact of acquisitions (when applicable), foreign exchange fluctuations, copper prices and the number of billing days, both management and investors are provided with meaningful supplemental sales information to understand and analyze our underlying trends and other aspects of our financial performance. We calculate the year over year organic sales growth and operating expenses impact relating to the Power Solutions acquisition by including its 2015 comparable period results prior to the acquisition with our results (on a "pro forma" basis), as we believe this represents the most accurate representation of organic growth, considering the nature of the company we acquired and the synergistic revenues that have been or will be achieved. Historically, and from time to time, we may also exclude other items from reported financial results (e.g., impairment charges, inventory adjustments, restructuring charges, tax items, currency devaluations, pension settlements, etc.) in presenting adjusted operating expense, adjusted operating income, adjusted income taxes and adjusted net income so that both management and financial statement users can use these non-GAAP financial measures to better understand and evaluate our performance period over period and to analyze the underlying trends of our business. As a result of the recent acquisitions, we have also excluded amortization of intangible assets associated with purchase accounting from acquisitions from the adjusted amounts for comparison of the non-GAAP financial measures period over period.

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ANIXTER INTERNATIONAL INC.

EBITDA is defined as net income from continuing operations before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange and other non-operating expense and non-cash stock-based compensation, excluding the other items from reported financial results, as defined above. We believe that adjusted operating income, EBITDA and Adjusted EBITDA provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business segment performance. Adjusted operating income provides an understanding of the results from the primary operations of our business by excluding the effects of certain items that do not reflect the ordinary earnings of our operations. We use adjusted operating income to evaluate our period over period operating performance because we believe this provides a more comparable measure of our continuing business excluding certain items that are not reflective of expected ongoing operations. This measure may be useful to an investor in evaluating the underlying performance of our business. EBITDA provides us with an understanding of earnings before the impact of investing and financing charges and income taxes. Adjusted EBITDA further excludes the effects of foreign exchange and other non-cash stock-based compensation, and certain items that do not reflect the ordinary earnings of our operations and that are also excluded for purposes of calculating adjusted net income, adjusted earnings per share and adjusted operating income. EBITDA and Adjusted EBITDA are used by our management for various purposes including as measures of performance of our operating entities and as a basis for strategic planning and forecasting. Adjusted EBITDA may be useful to an investor because this measure is widely used to evaluate a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending on the accounting methods, book value of assets, capital structure and the method by which the assets were acquired, among other factors. They are not, however, intended as an alternative measure of operating results or cash flow from operations as determined in accordance with U.S. GAAP.

Non-GAAP financial measures provide insight into selected financial information and should be evaluated in the context in which they are presented. These non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. The non-GAAP financial measures should be considered in conjunction with the Consolidated Financial Statements, including the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.

Our operating results can be affected by changes in prices of commodities, primarily copper, which are components in some of the electrical wire and cable products sold. Generally, as the costs of inventory purchases increase due to higher commodity prices, our mark-up percentage to customers remains relatively constant, resulting in higher sales revenue and gross profit. In addition, existing inventory purchased at previously lower prices and sold as prices increase may result in a higher gross profit margin. Conversely, a decrease in commodity prices in a short period of time would have the opposite effect, negatively affecting financial results. The degree to which spot market copper prices change affects product prices and the amount of gross profit earned will be affected by end market demand and overall economic conditions. Importantly, however, there is no exact measure of the impact of changes in copper prices, as there are thousands of transactions in any given year, each of which has various factors involved in the individual pricing decisions. Therefore, all references to the effect of copper prices are estimates.

In 2016, we changed the composition of our reportable segments and we no longer allocate certain corporate costs. Accordingly, prior period segment financial information has been revised to reflect these changes.

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ANIXTER INTERNATIONAL INC.

We recorded the following items that impacted the comparability of the results for the last three fiscal years:



Items Impacting Comparability of Results from Continuing Operations:
(In millions, except per share amounts)	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015
				(As revised*)			(As revised*)
Items impacting operating income:	Favorable / (Unfavorable)
Amortization of intangible assets	$	(37.6	)	$	(24.9	)	$	(10.6	)
UK pension settlement	(9.6		)	(0.4		)	—
Restructuring charge	(5.4		)	(8.2		)	—
Acquisition and integration costs	(5.1		)	(13.2		)	(7.2		)
Write-off of capitalized software	—			(3.1		)	—
Latin America bad debt provision	(7.6		)	(11.7		)	—
Dilapidation provision	—			(1.7		)	—
Total of items impacting operating income	$	(65.3	)	$	(63.2	)	$	(17.8	)
Items impacting interest expense:
Write-off of debt issuance costs	—			(0.3		)	—
Total of items impacting interest expense	$	—		$	(0.3	)	$	—
Items impacting other expenses:
Foreign exchange loss	—			(3.6		)	(8.0		)
Extinguishment of debt	—			(0.9		)	—
Acquisition financing costs	—			—			(0.3		)
Total of items impacting other expenses	$	—		$	(4.5	)	$	(8.3	)
Total of items impacting pre-tax income	$	(65.3	)	$	(68.0	)	$	(26.1	)
Items impacting income taxes:
Tax impact of items impacting pre-tax income above	18.8			27.4			8.2
(Establishment)/reversal of deferred income tax valuation allowances	(1.1		)	(11.3		)	6.9
Tax benefits related to prior year tax positions	3.2			—			1.9
Other tax items	—			(0.5		)	—
Total of items impacting income taxes	$	20.9		$	15.6		$	17.0
Net income impact of these items	$	(44.4	)	$	(52.4	)	$	(9.1	)
Diluted EPS impact of these items	$	(1.32	)	$	(1.56	)	$	(0.27	)

* Revised due to change in composition of items impacting comparability of results to include amortization of intangible assets.

The items impacting operating income by segment are reflected in the tables below.



Items Impacting Comparability of Operating Income by Segment:

	Year Ended December 30, 2016
(In millions)	NSS			EES			UPS			Corporate			Total
Amortization of intangible assets	$	(14.1	)	$	(8.5	)	$	(15.0	)	$	—		$	(37.6	)
UK pension settlement	—			—			—			(9.6		)	(9.6		)
Restructuring charge	(1.7		)	(1.3		)	(2.1		)	(0.3		)	(5.4		)
Acquisition and integration costs	—			—			(0.3		)	(4.8		)	(5.1		)
Latin America bad debt provision	(3.9		)	(3.7		)	—			—			(7.6		)
Total of items impacting operating income	$	(19.7	)	$	(13.5	)	$	(17.4	)	$	(14.7	)	$	(65.3	)

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	Year Ended January 1, 2016
(In millions)	NSS			EES			UPS			Corporate			Total
Amortization of intangible assets	$	(14.7	)	$	(6.3	)	$	(3.9	)	$	—		$	(24.9	)
UK pension settlement	—			—			—			(0.4		)	(0.4		)
Restructuring charge	(2.4		)	(3.2		)	(0.1		)	(2.5		)	(8.2		)
Acquisition and integration costs	—			—			(0.2		)	(13.0		)	(13.2		)
Write-off of capitalized software	—			—			—			(3.1		)	(3.1		)
Latin America bad debt provision	(10.7		)	(1.0		)	—			—			(11.7		)
Dilapidation provision	—			—			—			(1.7		)	(1.7		)
Total of items impacting operating income	$	(27.8	)	$	(10.5	)	$	(4.2	)	$	(20.7	)	$	(63.2	)

* Revised due to change in composition of our reportable segments in the first quarter of 2016 and items impacting comparability of results to include amortization of intangible assets.



	Year Ended January 2, 2015
(In millions)	NSS			EES			UPS		Corporate		Total
Amortization of intangible assets	$	(4.9	)	$	(5.7	)	$	—	$	—	$	(10.6	)
Acquisition and integration costs	(7.0		)	(0.2		)	—		—		(7.2		)
Total of items impacting operating income	$	(11.9	)	$	(5.9	)	$	—	$	—	$	(17.8	)

* Revised due to change in composition of our reportable segments in the first quarter of 2016 and items impacting comparability of results to include amortization of intangible assets.



U.S. GAAP to Non-GAAP Net Income and EPS Reconciliation:
(In millions, except per share amounts)	Years Ended
	December 30, 2016		January 1, 2016		January 2, 2015
			(As revised*)		(As revised*)
Reconciliation to most directly comparable U.S. GAAP financial measure:
Net income from continuing operations - U.S. GAAP	$	121.1	$	96.9	$	163.4
Items impacting net income from continuing operations	44.4		52.4		9.1
Net income from continuing operations - Non-GAAP	$	165.5	$	149.3	$	172.5

Diluted EPS from continuing operations – U.S. GAAP	$	3.61	$	2.90	$	4.90
Diluted EPS impact of these items from continuing operations	1.32		1.56		0.27
Diluted EPS from continuing operations – Non-GAAP	$	4.93	$	4.46	$	5.17

* Revised due to change in composition of items impacting comparability of results to include amortization of intangible assets.

The Power Solutions and Tri-Ed acquisitions were accounted for as purchases and their results of operations are included in the Consolidated Financial Statements from the date of the acquisition. Had the acquisitions of Power Solutions and Tri-Ed been completed as of the beginning of fiscal 2014, our pro forma net sales, net income from continuing operations and diluted income per share from continuing operations would have been the following as compared to our reported results.



	As Reported				Pro Forma
	Years Ended				Years Ended
(In millions, except per share amounts)	January 1, 2016		January 2, 2015		January 1, 2016		January 2, 2015
Net sales	$	6,190.5	$	5,507.0	$	7,733.4	$	7,831.0
Net income from continuing operations	$	96.9	$	163.4	$	107.1	$	180.5
Income per diluted share from continuing operations	$	2.90	$	4.90	$	3.20	$	5.41

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Excluding the unfavorable impact of items impacting net income from continuing operations of $52.4 million and $9.1 million in 2015 and 2014, respectively, as described above, the pro forma diluted earnings per share from continuing operations would have been the following as compared to our non-GAAP diluted earnings per share from continuing operations.



	As Adjusted				Pro Forma As Adjusted
	Years Ended				Years Ended
	January 1, 2016		January 2, 2015		January 1, 2016		January 2, 2015
Income per diluted share from continuing operations	$	4.46	$	5.17	$	5.13	$	6.28

For further pro forma information regarding Power Solutions and Tri-Ed, refer to Note 3. "Business Combinations" in the Notes to the Consolidated Financial Statements.

The following represents the components of the results from discontinued operations as reflected in our Consolidated Statements of Cash Flows. There was no material activity related to discontinued operations reflected in our Consolidated Statement of Cash Flows for the year ended December 30, 2016.



	Years Ended
(In millions)	January 1, 2016		January 2, 2015
Depreciation	$	1.6	$	4.0
Amortization	$	0.5	$	1.1
Stock-based compensation	$	0.6	$	1.2
Capital expenditures	$	1.9	$	6.1

Net Sales

2016 vs. 2015



(In millions)	NSS			EES			UPS			Total
Net sales, 2016	$	4,083.8		$	2,103.2		$	1,435.8		$	7,622.8
Net sales, 2015 (As revised*)	3,968.2			1,816.5			405.8			$	6,190.5
$ Change	$	115.6		$	286.7		$	1,030.0		$	1,432.3
% Change	2.9		%	15.8		%	nm			23.1		%

Impact of Acquisition of Power Solutions	$	—		$	426.4		$	1,116.5		$	1,542.9
Net sales, 2015 (Pro Forma)	$	3,968.2		$	2,242.9		$	1,522.3		$	7,733.4

Adjusted % Change (Pro Forma)	2.9		%	(6.2		)%	(5.7		)%	(1.4		)%
Plus the % impact of:
Foreign exchange	1.0		%	1.6		%	0.5		%	1.0		%
Copper pricing	—		%	1.9		%	—		%	0.6		%
Organic (non-GAAP)	3.9		%	(2.7		)%	(5.2		)%	0.2		%

* Revised due to change in composition of our reportable segments in the first quarter of 2016.

** nm - percentages are not meaningful.

The current year had 254 billing days compared to 253 billing days in the prior year.

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NSS – Sales of $4,083.8 million increased 2.9% from $3,968.2 million in the prior year period. NSS organic sales increased 3.9% , adjusting for the unfavorable impact from foreign exchang e, driven by growth across our North America and EMEA geographies, due to continued strength with global accounts, including with technology customers, financial institutions and service providers, partially offset by weakness in CALA. NSS sec urity sales in the twelve months ended December 30, 2016 of $1,620.2 million, which represents 39.7% of total segment sales, increased 2.9% from the prior year period. Adjusted for the $21.3 million negative currency impact, organic security sales growth was 4.3% compared to the twelve months ended January 1, 2016 .

EES – Sales of $2,103.2 million increased 15.8% from $1,816.5 million in the prior year period due to the low voltage business of the Power Solutions acquisition, partially offset by the unfavorable impacts from copper and foreign exchange. EES organic sales decreased by 2.7% , with declines across all of our geographies, reflecting weakness with industrial customers and relatively flat performance with OEM customers, along with the weakness in Latin America.

UPS – Sales were $1,435.8 million in the twelve months ended December 30, 2016 , a decrease of 5.2% on an organic basis.

2015 vs. 2014



(In millions)	NSS			EES			UPS			Total
Net sales, 2015	$	3,968.2		$	1,816.5		$	405.8		$	6,190.5
Net sales, 2014	3,526.0			1,911.1			69.9			$	5,507.0
$ Change	$	442.2		$	(94.6	)	$	335.9		$	683.5
% Change	12.5		%	(5.0		)%	nm			12.4		%

Impact of Acquisition of Power Solutions and Tri-Ed	$	419.7		$	138.0		$	341.6		$	899.3
Net sales, 2014 (Pro Forma)	$	3,945.7		$	2,049.1		$	411.5		$	6,406.3

Adjusted % Change (Pro Forma)	0.6		%	(11.4		)%	(1.4		)%	(3.4		)%
Plus the % impact of:
Foreign exchange	3.3		%	4.0		%	2.0		%	3.5		%
Copper pricing	—		%	3.8		%	0.1		%	1.2		%
Organic (non-GAAP)	3.9		%	(3.6		)%	0.7		%	1.3		%

* Revised due to change in composition of our reportable segments in the first quarter of 2016.

** nm - percentages are not meaningful.

There were 253 billing days in both 2015 and 2014.

NSS – Sales of $3,968.2 million in 2015 compared to $3,526.0 million in 2014, an increase of 12.5% , primarily attributable to the Tri-Ed acquisition. Excluding the $419.7 million favorable impact of Tri-Ed sales and the $131.2 million unfavorable impact from foreign exchange, NSS organic sales increased 3.9% , driven by strength in all regions. North America sales increased by 3.2% on an organic basis, led by strength in the U.S. business partially offset by continued weakness in Canada. Sales grew 14.1% and 1.5% in EMEA and Emerging Markets, respectively, on an organic basis in 2015. Record NSS security sales for the year ended January 1, 2016 of $1,574.0 million, which represented 39.7% of total segment sales, increased 39.5% from the prior year. Adjusted for the acquisition impact of Tri-Ed and the $62.2 million unfavorable impact from foreign exchange, security sales grew 5.4% on an organic basis.

EES – Sales of $1,816.5 million in 2015 compared to $1,911.1 million in 2014. Excluding the $138.0 million favorable impact of Power Solutions sales, the $81.6 million unfavorable impact from foreign exchange and the $77.1 million unfavorable impact from lower average copper prices, EES organic sales decreased by 3.6% . The decline in organic sales reflected weakness with our industrial customers, partially offset by modest growth with our OEM customers. After adjusting for pro forma Power Solutions low voltage sales and the unfavorable impact of currency and copper, organic sales in North America decreased by 2.1%, reflecting the slowdown in business with our industrial customers. EES organic sales declined 8.4% in EMEA due to a decline with both our industrial and OEM customers. Emerging Markets organic sales decreased 6.4% compared to prior year primarily due to lower project business.

UPS - Sales were $405.8 million in 2015. Excluding the $8.4 million unfavorable impact from foreign exchange and the $0.3 million unfavorable impact from lower average copper prices, UPS organic sales increased by 0.7% compared to the prior year. Sales were negatively impacted by slower sales growth in Canada and weakness in oil and gas related markets.

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Gross Margin

Gross margin of 20.3% in 2016 decreased from 21.7% in 2015 and 22.5% in 2014 . The lower gross margin in 2016 and 2015 is primarily due to the lower margin sales attributed to the Power Solutions acquisition. The effects of lower copper prices did not impact gross margin percentages significantly in any year.

Operating Expenses

Operating expenses were $1,262.7 million , $1,072.7 million and $929.2 million in 2016 , 2015 and 2014 , respectively. Operating expense in 2016 includes $37.6 million of intangible asset amortization expense, $9.6 million related to the UK pension pension settlement, $5.4 million of restructuring charges, $7.6 million of Latin America bad debt provision and $5.1 million of acquisition and integration costs. Operating expense in 2015 includes $24.9 million of intangible asset amortization expense, acquisition and integration costs of $13.2 million , $8.2 million of restructuring charges, a $3.1 million write-off of capitalized software that has no ongoing economic benefit to continuing operations, $11.7 million of Latin America bad debt provision, a $1.7 million dilapidation provision related to our leasehold properties, and $0.4 million related to the pension obligations in the UK. Excluding these items, adjusted operating expenses in 2016 of $1,197.4 million , or 15.7% of sales, compares to prior year adjusted operating expense of $1,009.5 million , or 16.3% of sales. Further adjusting operating expenses for a favorable $15.4 million impact of foreign currency in the twelve months ended 2016, and including $190.5 million of pro forma Power Solutions expenses in the prior year, adjusted operating expenses would have decreased by 1.1% .

Operating Income

2016 vs. 2015



(In millions)	NSS			EES			UPS			Corporate			Total
Operating income, 2016	$	275.8		$	97.5		$	56.7		$	(144.7	)	$	285.3
Operating income, 2015 (As revised*)	258.2			121.1			22.4			(133.9		)	267.8
$ Change	$	17.6		$	(23.6	)	$	34.3		$	(10.8	)	$	17.5
% Change	6.8		%	(19.5		)%	nm			(8.1		)%	6.5		%

Items impacting operating income in 2016	$	19.7		$	13.5		$	17.4		$	14.7		$	65.3
Adjusted operating income, 2016 (Non-GAAP)	$	295.5		$	111.0		$	74.1		$	(130.0	)	$	350.6

Items impacting operating income in 2015 (As revised*)	$	27.8		$	10.5		$	4.2		$	20.7		$	63.2
Adjusted operating income, 2015 (Non-GAAP)	$	286.0		$	131.6		$	26.6		$	(113.2	)	$	331.0

Adjusted % Change (Non-GAAP)	3.3		%	(15.7		)%	nm			(14.8		)%	5.9		%

Impact of Acquisition of Power Solutions	$	—		$	7.6		$	41.0		$	(10.2	)	$	38.4
Operating income, 2015 (Pro Forma)	$	258.2		$	128.7		$	63.4		$	(144.1	)	$	306.2

Adjusted % Change (Pro Forma)	6.8		%	(24.2		)%	(10.6		)%	(0.4		)%	(6.8		)%
Plus the % impact of:
Foreign exchange	1.4		%	1.0		%	0.8		%	(1.9		)%	0.9		%
Copper pricing	—		%	7.1		%	0.2		%	—		%	3.0		%
Organic (Non-GAAP)	8.2		%	(16.1		)%	(9.6		)%	(2.3		)%	(2.9		)%

* Revised due to change in composition of our reportable segments in the first quarter of 2016 and items impacting comparability of results to include amortization of intangible assets.

** nm - Percentages are not meaningful.

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2015 vs. 2014



(In millions)	NSS			EES			UPS			Corporate			Total
Operating income, 2015 (As revised*)	$	258.2		$	121.1		$	22.4		$	(133.9	)	$	267.8
Operating income, 2014 (As revised*)	261.1			162.5			10.9			(124.4		)	310.1
$ Change	$	(2.9	)	$	(41.4	)	$	11.5		$	(9.5	)	$	(42.3	)
% Change	(1.1		)%	(25.5		)%	nm			(7.6		)%	(13.6		)%

Items impacting operating income in 2015 (As revised*)	$	27.8		$	10.5		$	4.2		$	20.7		$	63.2
Adjusted operating income, 2015 (Non-GAAP)	$	286.0		$	131.6		$	26.6		$	(113.2	)	$	331.0

Items impacting operating income in 2014 (As revised*)	$	11.9		$	5.9		$	—		$	—		$	17.8
Adjusted operating income, 2014 (Non-GAAP)	$	273.0		$	168.4		$	10.9		$	(124.4	)	$	327.9

Adjusted % Change (Non-GAAP)	4.8		%	(21.9		)%	nm			9.0		%	0.9		%

Impact of Acquisition of Power Solutions	$	19.2		$	2.5		$	10.6		$	—		$	32.3
Operating income, 2014 (Pro Forma)	$	280.3		$	165.0		$	21.5		$	(124.4	)	$	342.4

Adjusted % Change (Pro Forma)	(7.9		)%	(26.6		)%	4.3		%	(7.6		)%	(21.8		)%
Plus the % impact of:
Foreign exchange	2.2		%	1.5		%	2.3		%	—		%	2.7		%
Copper pricing	—		%	9.9		%	—		%	—		%	4.8		%
Organic (Non-GAAP)	(5.7		)%	(15.2		)%	6.6		%	(7.6		)%	(14.3		)%

* Revised due to change in composition of our reportable segments in the first quarter of 2016 and items impacting comparability of results to include amortization of intangible assets.

** nm - Percentages are not meaningful.

NSS – Operating income was $275.8 million , or 6.8% of sales, in 2016, compared to $258.2 million , or 6.5% of sales, in 2015 and $261.1 million , or 7.4% of sales, in 2014. The increase in operating income in 2016 compared to 2015 was primarily due to an increase in net sales, partially offset by the unfavorable impact of foreign exchange. Currency headwinds, product mix and competitive pricing pressures caused the decline in operating income from 2014 to 2015. NSS delivered adjusted operating income of $295.5 million , $286.0 million , and $273.0 million in 2016, 2015 and 2014, respectively, resulting in adjusted operating margin of 7.2% in both 2016 and 2015, and 7.7% in 2014.

EES – Operating income was $97.5 million , or 4.6% of sales, in 2016, compared to $121.1 million , or 6.7% of sales, in 2015 and $162.5 million , or 8.5% of sales, in 2014. The decrease in operating income is primarily attributable to negative copper prices, currency impact and weaker demand in oil and gas as well as the broader industries, partially offset by operating income contributed by the low voltage business of the Power Solutions acquisition. The decline in operating income in 2015 versus 2014 was due to a slowdown in spending by industrial customers, combined with the unfavorable impacts of lower copper prices of approximately $0.61 per pound during the year and currency headwinds, together creating significant negative operating expense leverage. EES adjusted operating income of $111.0 million in 2016 compares to operating income of $131.6 million in 2015 and $168.4 million in 2014 , resulting in adjusted operating margin of 5.3% , 7.2% and 8.8% in 2016 , 2015 and 2014 , respectively.

UPS - Operating income was $56.7 million , or 3.9% of sales, compared to $22.4 million , or 5.5% , in 2015 and $10.9 million , or 15.6% of sales, in 2014. The increase in operating income in 2016 is primarily attributable to the operating income contributed by the Power Solutions acquisition. UPS adjusted operating income of $74.1 million in 2016 compares to operating income of $26.6 million in 2015 and $10.9 million in 2014 , resulting in adjusted operating margin of 5.2% , 6.6% and 15.6% in 2016 , 2015 and 2014 , respectively.

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Interest Expense and Other

Interest expense was $78.7 million , $63.8 million and $44.5 million in 2016 , 2015 and 2014 , respectively. Our weighted-average cost of borrowings was 4.8% in 2016 and 2015 , and 4.7% in 2014 . The increase in interest expense in 2016 results from the issuance of incremental debt used to finance the Power Solutions acquisition being outstanding for the full year compared to incremental debt being outstanding for only four months in 2015. The increase in interest expense for 2015 was due to the issuance of the Notes due 2023 in August 2015, the balances drawn on the Receivables Facility and Inventory Facility and the Canadian Term Loan in October 2015 to fund the Power Solutions acquisition, the Senior notes due 2021 ("Notes due 2021") issued in September 2014 to fund the Tri-Ed acquisition and incremental interest expense from the $200.0 million term loan received in August 2014, partially offset by the repayment of the 5.95% Senior notes due 2015 in the first quarter of 2015.

Foreign exchange and other expense was $9.1 million , $21.1 million and $16.0 million in 2016 , 2015 and 2014 , respectively. During 2016, the Venezuelan bolivar was devalued from approximately 200.0 bolivars to one U.S. dollar ("USD") to approximately 673.0 bolivars to one USD, which we believe will be the rate available to us in the event we repatriate cash from Venezuela. This devaluation did not have a material impact on our Consolidated Financial Statements as we have significantly less exposure in Venezuela in 2016.

In the fourth quarter of 2015, the Argentine peso was devalued by approximately 40% against the USD due to the loosening of currency controls. In the first quarter of 2015, the Venezuelan government changed its policy regarding the bolivar, which required us to use the Sistema Marginal de Divisas or Marginal Exchange System ("SIMADI") a "completely free floating" rate. As a result of these devaluations, we recorded a foreign exchange loss of $3.6 million in 2015.

In the first quarter of 2014, the Venezuelan government changed its policies regarding the bolivar, which required us to use the Complementary System for the Administration of Foreign Currency ("SICAD") rate of 49.0 bolivars to one USD to repatriate cash from Venezuela. In the first quarter of 2014, the Argentine peso was devalued from 6.5 pesos to one USD to approximately 8.0 peso to one USD after the central bank scaled back its intervention in a bid to preserve USD cash reserves. As a result of these devaluations, we recorded foreign exchange losses in these two countries of $8.0 million in the first quarter of 2014.

Due to the strengthening of the USD against certain foreign currencies, primarily in Europe and Latin America, we recorded additional foreign exchange losses of $10.8 million , $14.9 million and $8.2 million in 2016 , 2015 and 2014 , respectively.

The combined effect of changes in both the equity and bond markets resulted in changes in the cash surrender value of our company owned life insurance policies associated with our sponsored deferred compensation program. We recorded a gain on the cash surrender value of life insurance policies of $1.2 million in 2016 , loss of $0.8 million in 2015 and gain of $0.8 million in 2014 , respectively.

Income Taxes

The income tax provision from continuing operations for 2016 was $76.4 million compared to $86.0 million in 2015 and $86.2 million in 2014 . Our effective tax rate from continuing operations was 38.7% , 47.0% and 34.5% in 2016 , 2015 and 2014 , respectively. Our effective tax rate for 2016 included a $3.2 million net tax benefit related to prior year tax positions, partially offset by the establishment of deferred income tax valuation allowances of $1.1 million. During 2015, we recorded $11.3 million of additional income tax expense primarily related to the establishment of deferred income tax valuation allowances and $0.5 million of other tax items. During 2014, we recorded a net tax benefit of $6.9 million primarily related to the reversal of deferred income tax valuation allowances in Europe and a net benefit of $1.9 million primarily related to closing prior tax years, partially offset by a tax cost of $1.3 million related to certain acquisition costs that were capitalized for tax purposes. Excluding the impact of these items as well as the other items impacting the comparability of results discussed above, the adjusted effective tax rate in 2016 was 37.0% compared to 40.5% in 2015 and 37.4% in 2014. The change in adjusted effective tax rate was due to the change in the country mix of earnings.

As of January 2, 2015, we asserted permanent reinvestment of all non-U.S. earnings, including the non-U.S. earnings of the Fasteners business. As a result of the disposition of the Fasteners business during February 2015, we were no longer permanently reinvested with respect to the non-U.S. earnings of the Fasteners business, because we repatriated to the U.S. most of the net proceeds attributable to the sale of the non-U.S. Fasteners business via intercompany debt repayment, dividend or other means. During the second quarter of 2015, we refined the anticipated repatriation amount and the estimated tax impact of the change in the reinvestment assertion, and we reduced the first quarter estimate by $4.9 million. Therefore, our 2015 results included, as a component of discontinued operations, $10.0 million of expense for U.S. federal and state, and foreign income taxes and withholding taxes related to this change in our reinvestment assertion. As of December 30, 2016, we consider the remaining undistributed earnings of our foreign subsidiaries, along with future earnings, to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes or any withholding taxes has been recorded.

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EBITDA



2016 EBITDA by Segment:
	Year Ended December 30, 2016
(In millions)	NSS		EES		UPS		Corporate			Total
Net income from continuing operations	$	275.8	$	97.5	$	56.7	$	(308.9	)	$	121.1
Interest expense	—		—		—		78.7			78.7
Income taxes	—		—		—		76.4			76.4
Depreciation	3.2		2.7		4.2		17.8			27.9
Amortization of intangible assets	14.1		8.5		15.0		—			37.6
EBITDA	$	293.1	$	108.7	$	75.9	$	(136.0	)	$	341.7

Total of items impacting operating income*	$	5.6	$	5.0	$	2.4	$	14.7		$	27.7
Foreign exchange and other non-operating expense	—		—		—		9.1			9.1
Stock-based compensation	1.8		1.0		1.4		12.3			16.5
Adjusted EBITDA	$	300.5	$	114.7	$	79.7	$	(99.9	)	$	395.0

* Items impacting operating income excludes amortization of intangible assets in the calculation of adjusted EBITDA as amortization is already added back in the EBITDA calculation above.



2015 EBITDA by Segment (As revised*):
	Year Ended January 1, 2016
(In millions)	NSS		EES		UPS		Corporate			Total
Net income from continuing operations	$	258.2	$	121.1	$	22.4	$	(304.8	)	$	96.9
Interest expense	—		—		—		63.8			63.8
Income taxes	—		—		—		86.0			86.0
Depreciation	3.6		1.4		1.2		16.0			22.2
Amortization of intangible assets	14.7		6.3		3.9		—			24.9
EBITDA	$	276.5	$	128.8	$	27.5	$	(139.0	)	$	293.8

Total of items impacting operating income**	$	13.1	$	4.2	$	0.3	$	20.7		$	38.3
Foreign exchange and other non-operating expense	—		—		—		21.1			21.1
Stock-based compensation	1.9		1.3		0.1		10.6			13.9
Adjusted EBITDA	$	291.5	$	134.3	$	27.9	$	(86.6	)	$	367.1

* Revised due to change in composition of our reportable segments in the first quarter of 2016.

** Items impacting operating income excludes amortization of intangible assets in the calculation of adjusted EBITDA as amortization is already added back in the EBITDA calculation above.

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2014 EBITDA by Segment (As revised*):
	Year Ended January 2, 2015
(In millions)	NSS		EES		UPS		Corporate			Total
Net income from continuing operations	$	261.1	$	162.5	$	10.9	$	(271.1	)	$	163.4
Interest expense	—		—		—		44.5			44.5
Income taxes	—		—		—		86.2			86.2
Depreciation	3.0		1.2		—		15.8			20.0
Amortization of intangible assets	4.9		5.7		—		—			10.6
EBITDA	$	269.0	$	169.4	$	10.9	$	(124.6	)	$	324.7

Total of items impacting operating income**	$	7.0	$	0.2	$	—	$	—		$	7.2
Foreign exchange and other non-operating expense	—		—		—		16.0			16.0
Stock-based compensation	1.7		1.3		—		9.6			12.6
Adjusted EBITDA	$	277.7	$	170.9	$	10.9	$	(99.0	)	$	360.5

* Revised due to change in composition of our reportable segments in the first quarter of 2016.

** Items impacting operating income excludes amortization of intangible assets in the calculation of adjusted EBITDA as amortization is already added back in the EBITDA calculation above.

NSS - NSS adjusted EBITDA of $300.5 million in 2016 compares to $291.5 million in 2015 and $277.7 million in 2014 . The increase in adjusted EBITDA in 2016 compared to 2015 was due to product and customer mix. The year-over-year increase in 2015 adjusted EBITDA reflects strong sales growth and effective expense control.

EES - EES adjusted EBITDA of $114.7 million in 2016 compares to $134.3 million in 2015 and $170.9 million in 2014 . The decrease in adjusted EBITDA in 2016 compared to 2015 was due to the unfavorable impacts of lower copper prices combined with the overall weaker industrial environment. The year-over year decrease in 2015 adjusted EBITDA was due to a slowdown in spending by industrial customers, combined with the unfavorable impacts of lower copper prices and currency headwinds, together creating significant negative operating expense leverage.

UPS - UPS adjusted EBITDA of $79.7 million in 2016 compares to $27.9 million in 2015 and $10.9 million in 2014 . The increase in adjusted EBITDA in 2016 compared to 2015 and 2014 is due to the Power Solutions acquisition.

Financial Liquidity and Capital Resources

Cash Flow

As a distributor, our use of capital is largely for working capital to support our revenue growth. Capital commitments for property and equipment are limited to information technology assets, warehouse equipment, office furniture and fixtures and leasehold improvements, since we operate almost entirely from leased facilities. Therefore, in any given reporting period, the amount of cash consumed or generated by operations other than from net earnings will primarily be due to changes in working capital as a result of the rate of increases or decreases in sales.

In periods when sales are increasing, the expanded working capital needs will be funded first by cash from operations, then from additional borrowings and lastly from additional equity offerings. In periods when sales are decreasing, we will have improved cash flows due to reduced working capital requirements. During such periods, we will use the expanded cash flow to reduce the amount of leverage in our capital structure until such time as economic conditions improve and growth resumes. Also, we will, from time to time, issue or retire borrowings or equity in an effort to maintain a cost-effective capital structure consistent with our anticipated capital requirements.

Net cash provided by operations was $278.8 million in 2016 , which compares to $91.9 million of cash provided by operations in 2015 . The increase reflects an improvement in working capital efficiencies. Net cash provided by operations in 2015 of $91.9 million compares to $104.2 million in 2014 . The decrease in net cash provided by operations in 2015 compared to 2014 reflects a decline in earnings, which includes a $40.0 million non-cash net gain from the sale of Fasteners, partially offset by an improvement in working capital efficiency.

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Net cash used in investing activities was $37.3 million in 2016 , primarily related to capital expenditures. This compares to net cash used in investing activities of $479.3 million in 2015 , which included $824.7 million for the acquisition of Power Solutions and $28.6 million for capital expenditures, partially offset by $371.8 million of net cash proceeds from the sale of the Fasteners business. Net cash used in investing activities was $458.7 million in 2014 which included $418.4 million for the acquisition of Tri-Ed and $40.3 million for capital expenditures. Capital expenditures are expected to be approximately $35 - $40 million in 2017 as we continue to invest in the warehouse equipment, information system upgrades and integration of acquired businesses, and new software to support our infrastructure.

Net cash used in financing activities was $273.0 million in 2016 compared to net cash provided by financing activities of $449.8 million and $385.7 million in 2015 and 2014 , respectively. During 2016 , we had net repayments from our revolving lines of credit of $191.4 million and a repayment of our Canadian term loan of $83.7 million . During 2015 , we received net proceeds of $326.1 million from our revolving lines of credit, $345.6 million from the issuance of the Notes due 2023 and $229.1 million from the issuance of the Canadian Term Loan, partially offset by repayments of borrowings under the $200.0 million term loan, the repayment of our Senior notes due 2015, which had a maturity value of $200.0 million , and repayments of borrowings under the Canadian Term Loan of $45.1 million . During 2014 , we received proceeds of $200.0 million and $394.0 million from the $200.0 million term loan and issuance of the Senior notes due 2021, respectively. Additionally, we had net repayments of borrowings on revolving lines of credit of $183.8 million , a $1.2 million repayment of the $200.0 million term loan along with the repayment of our Senior notes due 2014 which had a maturity value of $32.3 million .

Liquidity and Capital Resources

We maintain the flexibility to utilize future cash flows to invest in the growth of the business, and we believe that the current leverage on the balance sheet positions us to effectively capitalize on current organic growth opportunities. We will continue to balance our focus on sales and earnings growth with continuing efforts in cost control and working capital management. Maintaining a strong and flexible financial position continues to be vital to funding investment in strategic long-term growth initiatives.

At December 30, 2016 , our primary liquidity source was the Receivables Facility in an aggregate committed amount of $600.0 million and the Inventory Facility in an aggregate committed amount of $150.0 million. At December 30, 2016 , there was $197.1 million of borrowings under the Receivables Facility, and there were no borrowings under the Inventory Facility.

Receivables Facility

On October 5, 2015, we, through our wholly-owned subsidiary, Anixter Receivables Corporation ("ARC"), entered into a Receivables Facility, which is a receivables based five-year revolving credit facility in an aggregate committed amount of $600.0 million. Borrowings under the Receivables Facility are secured by a first lien on all assets of ARC and supported by an unsecured guarantee by Anixter International.

The Receivables Facility has a borrowing base of 85% of eligible receivables, subject to certain reserves.

In connection with the entry into the Receivables Facility, Anixter Inc. and ARC terminated its existing Second Amended and Restated Receivables Purchase Agreement (the "RPA").

In connection with the entry into the Receivables Facility, on October 5, 2015, Anixter Inc. and ARC entered into a Third Amended and Restated Receivables Sale Agreement (the "Amended and Restated RSA"), which amended and restated the existing Second Amended and Restated Sales Agreement. The purpose of the Amended and Restated RSA is (i) to reflect the entry into the Receivables Facility and the termination of the RPA; and (ii) to include in the receivables sold by Anixter Inc. to ARC receivables originated by Tri-Northern Holdings, Inc. and its subsidiaries (collectively, the "Tri-Ed Subsidiaries") and subsidiaries acquired in the Power Solutions acquisition (the "Power Solutions Subsidiaries").

Inventory Facility

On October 5, 2015, we and certain of our wholly-owned subsidiaries, including the Tri-Ed Subsidiaries and Power Solutions Subsidiaries, entered into the Inventory Facility, an asset based lending five-year revolving credit facility, in an aggregate committed amount of $150.0 million. Borrowings under the Inventory Facility are secured by a first lien on Anixter Inc.'s and certain of its subsidiaries' personal property and supported by a guarantee by Anixter International.

The Inventory Facility has a borrowing base, (a) with respect to appraised eligible domestic inventory, of the lesser of (i) 85% of the net orderly liquidation value of such inventory and (ii) 75% of book value of such inventory, plus, (b) with respect to eligible domestic inventory not appraised, 40% of the net orderly liquidation value of such inventory, less (c) certain reserves.

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The Receivables Facility and the Inventory Facility (collectively, the "Combined Facilities")

The Combined Facilities drawn pricing will range from LIBOR plus 125 basis points when the combined unused availability (the "Combined Availability") under the Combined Facilities is greater than $500 million to LIBOR plus 175 basis points when Combined Availability is less than $250 million. Undrawn fees will be 25 basis points if greater than/equal to 50% of the Combined Commitment is drawn and 37.5 basis points if less than 50% of the Combined Commitment is drawn.

Acquisitions and restricted payments will be permitted, subject to, among other things, (i) Combined Availability of at least $150.0 million after giving pro forma effect to any acquisition or restricted payment or (ii) (a) Combined Availability of at least $112.5 million and (b) maintenance of a minimum fixed charge coverage ratio of at least 1.1x, after giving pro forma effect to the acquisition or restricted payment.

The Combined Facilities provides for customary representations and warranties and customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the facility, covenant defaults, cross-defaults to other agreements evidencing material indebtedness, certain judgments and events of bankruptcy.

Canadian Term Loan

On October 5, 2015, we, through our wholly-owned subsidiaries, Anixter Canada Inc. and Tri-Ed ULC, entered into a $300.0 million Canadian dollars (equivalent to approximately $225.0 million USD) Canadian Term Loan. The Canadian Term Loan is and will be guaranteed by all present and future material Canadian subsidiaries of Anixter Canada Inc. and Tri-Ed ULC as well as Anixter Mid Holdings BV. The Canadian Term Loan is secured by a first priority security interest in all of the assets of Anixter Canada Inc. and each of its Canadian subsidiaries, which comprise the borrowing group.

The Canadian Term Loan has a five-year maturity. The drawn pricing will range from 0.375% to 1.250% over prime and 1.375% to 2.250% over the banker’s acceptance rate, depending on consolidated leverage ranging from less than or equal to 1.25x to equal to or greater than 3.00x. The Canadian Term Loan amortizes 5% in each of years 1 and 2, 10% in each of years 3 and 4 and 70% in year 5. Due to our prepayment of the Canadian Term Loan, no amortization is required before the loan's maturity in 2020.

The borrowing group for the Canadian Term Loan initially will be subject to a maximum leverage ratio of 4.25x and a minimum fixed charge coverage ratio of 3.0x.

The Canadian Term Loan provides for customary representations and warranties and customary events of default, generally with corresponding grace periods, including, without limitation, payment defaults with respect to the facility, covenant defaults, cross-defaults to other agreements evidencing material indebtedness, certain judgments and events of bankruptcy.

We continue to have a strong focus on improving our margin, cost structure and working capital efficiency. Our capital allocation priorities include achieving our debt-to-capital target range of 45 - 50% by the second half of 2017, from the strong free cash flow we expect to generate from our repositioned platform as evidenced by this debt-to-capital ratio decreasing from 58.2% at January 1, 2016 to 51.6% at December 30, 2016 .

We are in compliance with all of our covenant ratios and believe that there is adequate margin between the covenant ratios and the actual ratios given the current trends of the business. For further information, including information regarding our credit arrangements, see Note 6. "Debt" in the Notes to the Consolidated Financial Statements.

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Contractual Cash Obligations and Commitments

At the end of fiscal 2016 , we have various contractual cash obligations and commitments and the following table represents the associated payments due by period. The amounts due by period will not necessarily correlate to amounts reflected as short-term and long-term liabilities on our Consolidated Balance Sheets at the end of any given period. This is due to the difference in the recognition of liabilities of non-cancellable obligations for accounting purposes at the end of a given period as well giving consideration to our intent and ability to settle such contractual commitments that might be considered short term.



(In millions)	Payments due by period
	2017		2018		2019		2020		2021		Beyond 2021		Total
Debt ^a	$	3.5	$	—	$	347.7	$	292.5	$	395.7	$	346.3	$	1,385.7
Contractual Interest ^b	68.3		67.6		54.4		45.9		34.6		22.5		293.3
Purchase Obligations ^c	523.2		6.1		26.1		0.2		2.3		—		557.9
Operating Leases	64.5		57.8		43.3		33.9		27.1		43.1		269.7
Deferred Compensation Liability ^d	4.9		4.9		3.2		3.1		3.2		26.3		45.6
Pension Plans ^e	17.4		—		—		—		—		—		17.4
Total Obligations	$	681.8	$	136.4	$	474.7	$	375.6	$	462.9	$	438.2	$	2,569.6

Liabilities related to unrecognized tax benefits of $3.5 million were excluded from the table above, as we cannot reasonably estimate the timing of cash settlements with taxing authorities. Various of our foreign subsidiaries had aggregate cumulative net operating loss ("NOL") carryforwards for foreign income tax purposes of approximately $95.6 million at December 30, 2016 , which are subject to various provisions of each respective country. Approximately $80.4 million of the NOL carryforwards may be carried forward indefinitely. The remaining NOL carryforwards expire at various times between 2017 and 2026 . See Note 8. "Income Taxes" in the Notes to the Consolidated Financial Statements for further information related to unrecognized tax benefits.

(a)

The Canadian Term Loan requires principal payments of $95.4 million in 2020 upon maturity of the loan due to our prepayments of $83.7 million and $45.1 million in 2016 and 2015, respectively. The Notes due 2019, the Notes due 2021 and the Notes due 2023 require payments upon retirement of $350.0 million in 2019, $400.0 million in 2021 and $350.0 million in 2023, respectively. The $197.1 million outstanding on our revolving lines of credit requires payment in 2020.


(b)	Interest payments on debt outstanding at December 30, 2016 through maturity. For variable rate debt, we computed contractual interest payments based on the borrowing rate at December 30, 2016 .


(c)	Purchase obligations primarily consist of purchase orders for products sourced from unaffiliated third party suppliers, in addition to commitments related to various capital expenditures. Many of these obligations may be canceled with limited or no financial penalties.

(d)

A non-qualified deferred compensation plan was implemented on January 1, 1995. The plan provides for benefit payments upon retirement, death, disability, termination or other scheduled dates determined by the participant. At December 30, 2016 , the deferred compensation liability was $45.6 million . In an effort to ensure that adequate resources are available to fund the deferred compensation liability, we have purchased variable, separate account life insurance policies on the plan participants with benefits accruing to us. At December 30, 2016 , the cash surrender value of these company-owned life insurance policies was $35.9 million.

(e)

The majority of our various pension plans are non-contributory and cover substantially all full-time domestic employees and certain employees in other countries. Retirement benefits are provided based on compensation as defined in the plans. Our policy is to fund these plans as required by the Employee Retirement Income Security Act, the Internal Revenue Service and local statutory law. At December 30, 2016 the current portion of our net pension liability of $69.1 million was $0.9 million. We currently estimate that we will contribute $17.4 million to our foreign and domestic pension plans in 2017, which includes $0.9 million of benefit payments directly to participants of our two domestic unfunded non-qualified pension plans. Due to the future impact of various market conditions, rates of return and changes in plan participants, we cannot provide a meaningful estimate of our future contributions beyond 2017.

Critical Accounting Policies and Estimates

We believe that the following are critical areas of accounting that either require significant judgment by management or may be affected by changes in general market conditions outside the control of management. As a result, changes in estimates and general market conditions could cause actual results to differ materially from future expected results. Historically, with the exception of any goodwill and related long-lived asset impairment charges, our estimates in these critical areas have not differed materially from actual results.

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Acquisitions

We account for acquired businesses using the acquisition method of accounting. This method requires that most assets acquired and liabilities assumed be recognized as of the acquisition date. We allocate the purchase price of acquired businesses to the tangible and intangible assets acquired and liabilities assumed based on estimated fair values. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. We engage a third party professional service provider to assist us in determining the fair values of the assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, customer attrition rates and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

Allowance for Doubtful Accounts

At December 30, 2016 and January 1, 2016 , we reported net accounts receivable of $1,353.2 million and $1,326.4 million , respectively. We carry our accounts receivable at their face amounts less an allowance for doubtful accounts which was $43.6 million and $37.5 million at the end of 2016 and 2015 , respectively. On a regular basis, we evaluate our accounts receivable and establish the allowance for doubtful accounts based on a combination of specific customer circumstances, as well as credit conditions and history of write-offs and collections. Each quarter we segregate the doubtful receivable balances into the following major categories and determine the bad debt reserve required as outlined below:


•	Customers that are no longer paying their balances are reserved based on the historical write-off percentages;


•	Risk accounts are individually reviewed and the reserve is based on the probability of potential default. We continually monitor payment patterns of customers, investigate past due accounts to assess the likelihood of collection and monitor industry and economic trends to estimate required allowances; and


•	The outstanding balance for customers who have declared bankruptcy is reserved at the outstanding balance less the estimated net realizable value.

If circumstances related to the above factors change, our estimates of the recoverability of amounts due to us could be reduced or increased by a material amount.

Inventory Obsolescence

At December 30, 2016 and January 1, 2016 , we reported inventory of $1,178.3 million and $1,182.6 million , respectively (net of inventory reserves of $48.3 million and $42.4 million , respectively). Each quarter we review for excess inventories and make an assessment of the net realizable value. There are many factors that management considers in determining whether or not the amount by which a reserve should be established. These factors include the following:


•	Return or rotation privileges with vendors


•	Price protection from vendors


•	Expected future usage


•	Whether or not a customer is obligated by contract to purchase the inventory


•	Current market pricing


•	Historical consumption experience


•	Risk of obsolescence

If circumstances related to the above factors change, there could be a material impact on the net realizable value of the inventories.

Pension Expense

Accounting rules related to pensions and the policies we use generally reduce the recognition of actuarial gains and losses in the net benefit cost, as any significant actuarial gains/losses are amortized over the remaining service lives of the plan participants. These actuarial gains and losses are mainly attributable to the return on plan assets that differ from that assumed and differences in the obligation due to changes in the discount rate, plan demographic changes and other assumptions.

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The measurement date for all of our plans is December 31st. Accordingly, at the end of each fiscal year, we determine the discount rate to be used to discount the plan liabilities to their present value. The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate at the end of 2016, 2015 and 2014, we reviewed rates of return on relevant market indices and concluded the Ryan ALM Above Median yield curves are more consistent with observable market conditions and industry standards for developing spot rate curves. These rates are adjusted to match the duration of the liabilities associated with the pension plans.

In the fourth quarter of 2016, the Anixter Inc. Pension Plan was amended to allow for the benefits of certain retirees or beneficiaries to be transferred to a third-party annuity provider. We paid $10.5 million of additional contributions into the plan using excess cash from operations to fund the contributions. The plan purchased a $10.5 million annuity contract with a third-party insurance carrier and transferred the related pension obligations to the carrier. The funding of the premiums did not result in a settlement charge as the amount did not exceed the service and interest costs of the plan in 2016.

In the fourth quarter of 2015, we commenced settlement of the liabilities of one of our Europe pension plans. At that time, we entered into a buy-in policy with an insurance carrier for that plan. In the second quarter of 2016, we terminated the buy-in policy and entered into an agreement for issuance of a buy-out policy and settled the pension obligation. Accumulated other comprehensive losses of approximately $9.6 million (£ 6.9 million ) were realized as a result of the settlement and are reflected in our Consolidated Statement of Comprehensive Income (Loss).

In the third quarter of 2015, we took two actions related to the Anixter Inc. Pension Plan in the U.S.. First, the plan was frozen to entrants first hired or rehired on or after July 1, 2015. Anixter Inc. will make an annual contribution to the Employee Savings Plan on behalf of each active participant who is first hired or rehired on or after July 1, 2015, or is not participating in the Anixter Inc. Pension Plan. The amount of the employer annual contribution to each active participant's account will be an amount determined by multiplying the participant's salary for the Plan year by either: (1) 2% if such participant's years of service as of August 1 of the Plan year is fewer than five, or (2) 2.5% if such participant's years of service as of August 1 of the Plan year is five or greater. This contribution is in lieu of being eligible for the Anixter Inc. Pension Plan. The total expense related to the amendment was $0.8 million. Second, we amended the Anixter Inc. Pension Plan in the U.S. to allow for terminated Fasteners employees to become immediately vested, if they were hired before February 12, 2015 and are not already fully vested. Furthermore, the amendment allows for employees who were terminated in connection with the sale of the Fastener business, the one-time option to receive a cash payout of their vested benefits. This resulted in $10.2 million of additional contributions paid by us using excess cash from operations to fund $10.2 million of payments. The funding of the cash payments did not result in a settlement charge as the amount did not exceed the service and interest costs of the plan in 2015.

All non-union domestic employees earn a benefit under a personal retirement account (hypothetical account balance). Each year, a participant’s account receives a credit equal to 2.0% of the participant’s salary (2.5% if the participant’s years of service at August 1 of the plan year are 5 years or more). Active participants become fully vested in their hypothetical personal retirement account after 3 years of service. Interest earned on the credited amount is not credited to the personal retirement account but is contributed to the participant’s account in the Anixter Inc. Employee Savings Plan. The interest contribution equals the interest earned on the personal retirement account balance as of January 1st in the Domestic Plan and is based on the 10 year Treasury note rate as of the last business day of December. This benefit was modified for entrants hired or rehired on or after July 1, 2015 as described above.

Effective December 31, 2013, we froze benefits provided under the Anixter Inc. Pension Plan to employees hired before June 1, 2004. These employees are covered under the personal retirement account pension formula described above for non-union domestic employees hired or rehired before July 1, 2015.

In 2014, we adopted new U.S. mortality tables for purposes of determining our mortality assumption used in the U.S. defined benefit plans' liability calculation. The new assumptions were based on the Society of Actuaries' recent mortality experience study and reflected future mortality improvements based on the Social Security's expectations. In 2015 and 2016, the the Society of Actuaries released new mortality improvement projection scales. As a result, we again updated U.S. mortality improvement assumptions in 2015 and 2016 for purposes of determining our mortality assumption used in the U.S. defined benefit plans' liability calculation. For the 2016 year end, we moved to the Society of Actuaries mortality improvement scale for improvements beyond the measurement date. The updated U.S. mortality assumptions resulted in a decrease of $0.8 million and $1.9 million to the benefit obligation as of the end of 2016 and 2015, respectively, prior to reflecting the discount rate change.

We recognized net periodic cost of $20.8 million in 2016 , $11.1 million in 2015 and $4.6 million in 2014 . The increase in pension cost in 2016 is primarily due to the amendments to the U.S. pension plan described above and the impact of the increase in the consolidated weighted average discount rate from 3.79% in 2015 to 3.98% in 2016.

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A significant element in determining our net periodic benefit cost in accordance with U.S. GAAP is the expected return on plan assets. For 2016 , we had assumed that the weighted-average expected long-term rate of return on plan assets would be 5.50% . This expected return on plan assets is included in the net periodic benefit cost for the fiscal year ended 2016 . As a result of the combined effect of valuation changes in both the equity and bond markets, the plan assets produced an actual gain of approximately 11.9% in 2016 and an actual loss of approximately 1.9% in 2015 . The fair value of plan assets is $412.7 million at the end of fiscal 2016 , compared to $446.2 million at the end of fiscal 2015 . The difference between the expected return and the actual return on plan assets is amortized into expense over the service lives of the plan participants. These amounts are reflected on the balance sheet through charges to "Accumulated other comprehensive loss," a component of "Stockholders’ Equity" in the Consolidated Balance Sheets.

At December 30, 2016 and January 1, 2016, we determined the consolidated weighted-average discount rate of all plans to be 3.73% and 3.98% , respectively, and used these rates to measure the pension benefit obligation ("PBO") at the end of each respective fiscal year end. Due primarily to the purchase of annuities by our U.S. and Europe plans, the PBO decreased to $481.8 million at the end of fiscal 2016 from $516.1 million at the end of fiscal 2015. Our consolidated net unfunded status was $69.1 million at the end of fiscal 2016 compared to $69.9 million at the end of 2015.

The assets of the various defined benefit plans are held in separate independent trusts and managed by independent third party advisors. The investment objective of both the Domestic and Foreign Plans is to ensure, over the long-term life of the plans, an adequate level of assets to fund the benefits to employees and their beneficiaries at the time they are payable. In meeting this objective, we seek to achieve a level of absolute investment return consistent with a prudent level of portfolio risk. Our risk preference is to refrain from exposing the plans to higher volatility in pursuit of potential higher returns.

Due to its long duration, the pension liability is very sensitive to changes in the discount rate. As a sensitivity measure, the effect of a 50-basis-point decline in the assumed discount rate would result in an increase in the 2017 pension expense of approximately $3.5 million and an increase in the projected benefit obligations at December 30, 2016 of $45.3 million. A 50-basis-point decline in the assumed rate of return on assets would result in an increase in the 2017 expense of approximately $2.1 million.

Goodwill and Indefinite-Lived Intangible Assets

We evaluate goodwill for impairment annually in the third quarter and when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. We assess goodwill for impairment by first performing a qualitative assessment, which considers specific factors, based on the weight of evidence, and the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount using the qualitative assessment, we perform the two-step impairment test. From time to time, we may also bypass the qualitative assessment and proceed directly to the two-step impairment test. The first step of the impairment test is to identify a potential impairment by comparing the fair value of a reporting unit with its carrying amount. The estimates of fair value of a reporting unit are determined using the income approach and/or the market approach as described below. If step one of the test indicates a carrying value above the estimated fair value, the second step of the goodwill impairment test is performed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied residual value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination.

In connection with our annual assessment of goodwill at the beginning of the third quarter of 2016, we bypassed the qualitative assessment and performed a quantitative test for all reporting units and utilized a combination of the income and market approaches to estimate the fair value of each reporting unit, both of which are broadly defined below. As a result of this assessment, we concluded that no impairment existed and the carrying amount of goodwill to be fully recoverable.

The income approach is a quantitative evaluation to determine the fair value of the reporting unit. Under the income approach we determine the fair value based on estimated future cash flows discounted by an estimated weighted-average cost of capital plus a forecast risk, which reflects the overall level of inherent risk of the reporting unit and the rate of return a market participant would expect to earn. The inputs used for the income approach were significant unobservable inputs, or Level 3 inputs, as described in the accounting fair value hierarchy. Estimated future cash flows were based on our internal projection models, industry projections and other assumptions deemed reasonable by management.

The market approach measures the fair value of a reporting unit through the analysis of recent sales, offerings, and financial multiples (sales or earnings before interest, tax, depreciation and amortization ("EBITDA")) of comparable businesses. Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business.

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During the fourth quarter, we performed an interim goodwill impairment assessment for our NSS, EES and UPS reporting units. The estimated fair values of our NSS and UPS reporting units were at least 10% greater than their respective carrying values. Our EES reporting unit with goodwill of $181.0 million had a fair value that was less than 10% over its carrying value. In performing our quantitative assessment for this reporting unit, under the income approach, we used revenue growth rates of 4.8% to 6.1%, a terminal growth rate of 3.0% and a discount rate of 10.0%. Management believes that the terminal growth rate is supported by our historical growth rate, near-term projections and long-term expected market growth. The discount rate reflects marketplace participants' cost of capital. Had we used a discount rate that was 60 basis points higher or a terminal growth rate that was 80 basis points lower than those assumed, the fair value of this reporting unit would have continued to exceed its carrying amount. Had we more heavily weighed the market approach in estimating the fair value of this reporting unit, the excess fair value over the carrying amount would have increased.

A possible indicator of goodwill impairment is the relationship of a company’s market capitalization to its book value. During the fourth quarter, our market capitalization exceeded our book value and there were no impairment losses identified as a result of our interim test. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the goodwill and indefinite-lived intangible impairment test will prove to be an accurate prediction of future results.

Other than goodwill, our only indefinite-lived intangible assets are trade names acquired during the Tri-Ed acquisition. See Note 3. "Business Combinations" in the Notes to the Consolidated Financial Statements for further information. Our long-lived assets consist of definite-lived intangible assets which are primarily related to customer relationships, as well as property and equipment which consists of office furniture and equipment, buildings, computer software and hardware, warehouse equipment and leasehold improvements. We continually evaluate whether events or circumstances have occurred that would indicate the remaining estimated useful lives of our long-lived assets warrant revision or that the remaining balance of such assets may not be recoverable. If impairment indicators are present, we assess whether the future estimated undiscounted cash flows attributable to the assets in question are greater than their carrying amounts. If these future estimated cash flows are less than carrying value, we then measure an impairment loss for the amount that carrying value exceeds fair value of the assets.

Deferred Tax Assets

At December 30, 2016 and January 1, 2016 , our valuation allowance for deferred tax assets was $20.7 million and $24.0 million , respectively. We maintain valuation allowances to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Changes in valuation allowances are included in our tax provision in the period of change. In determining whether a valuation allowance is warranted, management evaluates factors such as prior earnings history, expected future earnings, carryback and carryforward periods and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset. Assessments are made at each balance sheet date to determine how much of each deferred tax asset is realizable. These estimates are subject to change in the future, particularly if earnings of a particular subsidiary are significantly higher or lower than expected, or if management takes operational or tax planning actions that could impact the future taxable earnings of a subsidiary.

Uncertain Tax Positions

In the normal course of business, we are audited by federal, state and foreign tax authorities, and are periodically challenged regarding the amount of taxes due. These challenges relate primarily to the timing and amount of deductions and the allocation of income among various tax jurisdictions. Management believes our tax positions comply with applicable tax law and we intend to defend our positions. We recognize the benefit of tax positions when a benefit is more likely than not (i.e., greater than 50% likely) to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position. Our effective tax rate in a given period could be impacted if, upon final resolution with taxing authorities, we prevail on positions for which unrecognized tax benefits have been accrued, or are required to pay amounts in excess of accrued unrecognized tax benefits.

As of December 30, 2016 , the aggregate amount of global uncertain unrecognized tax benefits and related interest and penalties recorded was approximately $6.5 million, of which $2.9 million was acquired in connection with the Power Solutions acquisition and is fully indemnified by the seller and offset by an indemnification asset recorded on the balance sheet. The uncertain tax positions cover a range of issues, including intercompany charges and withholding taxes, and involve various taxing jurisdictions.

New Accounting Pronouncements

For information about recently issued accounting pronouncements, see Note 1. "Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to the impact of fluctuations in foreign currencies and interest rate changes, as well as changes in the market value of our financial instruments. We periodically enter into derivatives in order to minimize these risks, but not for trading purposes. Our strategy is to negotiate terms for our derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative perfectly offsets the impact of the underlying hedged item (e.g., various foreign currency denominated accounts). The counterparties to our derivative contracts have investment-grade credit ratings. We expect the creditworthiness of our counterparties to remain intact through the term of the transactions. We regularly monitor the creditworthiness of our counterparties to ensure no issues exist which could affect the value of the derivatives. Any resulting gains or losses from hedge ineffectiveness are reflected directly in "Other, net" in our Consolidated Statements of Income. During periods of volatility in foreign exchange rates, we can be subject to significant foreign exchange gains and losses since there is a time lag between when we incur the foreign exchange exposure and when we have the information to properly hedge the exposure.

Foreign Exchange Risk

Historically, our foreign currency-denominated sales have been approximately one-third of consolidated sales. Our exposure to currency rate fluctuations primarily relate to Europe (euro and British pound) and Canada (Canadian dollar). We also have exposure to currency rate fluctuations related to more volatile markets including Argentina (peso), Australia (dollar), Brazil (real), Chile (peso), Colombia (peso), Mexico (peso), Turkey (lira) and Venezuela (bolivar).

Our investments in several subsidiaries are recorded in currencies other than the USD. As these foreign currency denominated investments are translated at the end of each period during consolidation using period-end exchange rates, fluctuations of exchange rates between the foreign currency and the USD increase or decrease the value of those investments. These fluctuations and the results of operations for foreign subsidiaries, where the functional currency is not the USD, are translated into USD using the average exchange rates during the year, while the assets and liabilities are translated using period end exchange rates. The assets and liabilities-related translation adjustments are recorded as a separate component of Stockholders’ Equity, "Foreign currency translation," which is a component of "Accumulated other comprehensive loss" in our Consolidated Balance Sheets. In addition, as our subsidiaries maintain investments denominated in currencies other than local currencies, exchange rate fluctuations will occur. Borrowings are raised in certain foreign currencies to minimize the exchange rate translation adjustment risk.

Several of our subsidiaries conduct business in a currency other than the legal entity’s functional currency. Transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign exchange transaction gain or loss that is included in "Other, net" in the Consolidated Statements of Income.

We purchase foreign currency forward contracts to minimize the effect of fluctuating foreign currency-denominated accounts on our reported income. The foreign currency forward contracts are not designated as hedges for accounting purposes. At December 30, 2016 and January 1, 2016 , the gross notional amount of the foreign currency forward contracts outstanding was approximately $114.8 million and $196.1 million , respectively. All of our foreign currency forward contracts are subject to master netting arrangements with our counterparties. As a result, at December 30, 2016 and January 1, 2016 , the net notional amount of the foreign currency forward contracts outstanding was approximately $90.9 million and $132.8 million , respectively. We prepared a sensitivity analysis of our foreign currency forward contracts assuming a 10% adverse change in the value of foreign currency contracts outstanding. The hypothetical adverse changes would have resulted in us recording a $15.7 million and $16.8 million loss in fiscal 2016 and 2015 , respectively. However, as these forward contracts are intended to be perfectly effective economic hedges, we would record offsetting gains as a result of the remeasurement of the underlying foreign currency denominated monetary accounts being hedged.

Venezuela Foreign Exchange

Our functional currency for financial reporting purposes in Venezuela is the USD. In prior years, inventory is sourced from vendors in the U.S. (including Anixter Inc., the parent company of the Venezuelan subsidiary) and paid for in USD, while sales to customers are invoiced and collected in the local bolivar currency. Local government restrictions have made it increasingly difficult to transfer cash out of Venezuela. To prevent having further cash trapped in Venezuela and reduce our exposure to the bolivar we now export to customers located in Venezuela. These export sales are invoiced and payable to us in USD.

In the first quarter of 2014, the Venezuelan government changed its policies regarding the bolivar, which required us to use the SICAD rate of 49.0 bolivars to one USD to repatriate cash from Venezuela. As a result of this change, we recorded a $6.9 million pre-tax foreign exchange loss in the first quarter of 2014.

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ANIXTER INTERNATIONAL INC.

In the first quarter of 2015, the Venezuelan government changed its policy again regarding the bolivar, which required us to use the SIMADI a "completely free floating" rate. As a result, the Venezuelan bolivar was devalued from approximately 52.0 bolivars to one USD to approximately 200.0 bolivars to one USD in the year ended January 1, 2016 . Due to this devaluation, we recorded a foreign exchange loss of $0.7 million for the year ended January 1, 2016 . During 2016 , the Venezuelan bolivar was devalued from approximately 200.0 bolivars to one USD to approximately 673.0 bolivars to one USD, which we believe will be the rate available to us in the event we repatriate cash from Venezuela. This devaluation did not have a material impact on our Consolidated Financial Statements as we have significantly less exposure in Venezuela in 2016 .

Argentina Foreign Exchange

Our functional currency for financial reporting purposes in Argentina is USD. Inventory is sourced from vendors in the U.S. (including Anixter Inc., the parent company of the Argentina subsidiary) and paid for in USD. Sales to customers are invoiced in the local peso currency and pesos are collected from customers to settle outstanding receivables.

In the first quarter of 2014, the Argentine peso was devalued from 6.5 pesos to one USD to approximately 8.0 pesos to one USD after the central bank scaled back its intervention in a bid to preserve USD cash reserves. As a result of the devaluation, we recorded a $1.1 million pre-tax foreign exchange loss in the first quarter of 2014.

In the fourth quarter of 2015, the Argentine peso was devalued by approximately 40% against the USD due to the loosening of currency controls, resulting in a pre-tax foreign exchange loss of $2.9 million.

Fair Market Value of Debt Instruments

The fair value of our debt instruments is measured using observable market information which would be considered Level 2 in the fair value hierarchy.

The carrying value of our fixed-rate debt (specifically, Notes due 2023, Notes due 2021, and Notes due 2019) was $1,089.7 million and $1,087.5 million at December 30, 2016 and January 1, 2016 , respectively. The fair value of the fixed-rate debt instruments was $1,435.6 million and $1,669.5 million at December 30, 2016 and January 1, 2016 , respectively. Our Notes due 2023, Notes due 2021 and Notes due 2019 bear interest at fixed rates of 5.50% , 5.125% and 5.625% , respectively. Therefore, changes in interest rates do not affect interest expense incurred on the fixed-rate debt but interest rates do affect the fair value. If interest rates were to increase by 10.0%, the fair market value of the fixed-rate debt would decrease by 1.6% and 2.2% at December 30, 2016 and January 1, 2016 , respectively. If interest rates were to decrease by 10.0%, the fair market value of the fixed-rate debt would increase by 1.7% and 2.4% at December 30, 2016 and January 1, 2016 , respectively.

Changes in the fair market value of our debt do not affect the reported results of operations unless we are retiring such obligations prior to their maturity. This analysis did not consider the effects of a changed level of economic activity that could exist in such an environment and certain other factors. Further, in the event of a change of this magnitude, management would likely take actions to further mitigate its exposure to possible changes. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this sensitivity analysis assumes no changes in our financial structure.

See Note 6. "Debt" in the Notes to the Consolidated Financial Statements for further detail on outstanding debt obligations.

FORWARD-LOOKING INFORMATION

The Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "intend," "anticipate," "contemplate," "estimate," "plan," "project," "should," "may," "will," or the negative thereof or other variations thereon or comparable terminology indicating our expectations or beliefs concerning future events. We caution that such statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, a number of which are identified in this report under Item 1A. "Risk Factors." The information contained in this financial review should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, on pages 34 to 78 of this Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



		Page
Report of Independent Registered Public Accounting Firm		37
Consolidated Statements of Income		38
Consolidated Statements of Comprehensive Income		39
Consolidated Balance Sheets		40
Consolidated Statements of Cash Flows		41
Consolidated Statements of Stockholders’ Equity		42
Notes to the Consolidated Financial Statements		43
Selected Quarterly Financial Data (Unaudited)		77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Anixter International Inc.:

We have audited the accompanying consolidated balance sheets of Anixter International Inc. as of December 30, 2016 and January 1, 2016 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 30, 2016 . Our audits also included the financial statement schedules listed in the Index at Item 15(a)(2). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits 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 the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anixter International Inc. at December 30, 2016 and January 1, 2016 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 30, 2016 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Anixter International Inc.’s internal control over financial reporting as of December 30, 2016 , based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 23, 2017 expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP

Chicago, Illinois
February 23, 2017

ANIXTER INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME



	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015
(In millions, except per share amounts)
Net sales	$	7,622.8		$	6,190.5		$	5,507.0
Cost of goods sold	6,074.8			4,850.0			4,267.7
Gross profit	1,548.0			1,340.5			1,239.3
Operating expenses	1,262.7			1,072.7			929.2
Operating income	285.3			267.8			310.1
Other expense:
Interest expense	(78.7		)	(63.8		)	(44.5		)
Other, net	(9.1		)	(21.1		)	(16.0		)
Income from continuing operations before income taxes	197.5			182.9			249.6
Income tax expense from continuing operations	76.4			86.0			86.2
Net income from continuing operations	121.1			96.9			163.4
(Loss) income from discontinued operations before income taxes	(0.1		)	11.9			45.2
(Loss) gain on sale of business	(0.7		)	41.0			—
Income tax (benefit) expense from discontinued operations	(0.2		)	22.2			13.8
Net (loss) income from discontinued operations	(0.6		)	30.7			31.4
Net income	$	120.5		$	127.6		$	194.8
Income (loss) per share:
Basic:
Continuing operations	$	3.63		$	2.92		$	4.95
Discontinued operations	(0.02		)	0.92			0.95
Net income	$	3.61		$	3.84		$	5.90
Diluted:
Continuing operations	$	3.61		$	2.90		$	4.90
Discontinued operations	(0.02		)	0.91			0.94
Net income	$	3.59		$	3.81		$	5.84
Basic weighted-average common shares outstanding	33.4			33.2			33.0
Effect of dilutive securities:
Stock options and units	0.2			0.2			0.3
Diluted weighted-average common shares outstanding	33.6			33.4			33.3

See accompanying notes to the Consolidated Financial Statements.

ANIXTER INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015
(In millions)
Net income	$	120.5		$	127.6		$	194.8
Other comprehensive loss :
Foreign currency translation	(11.9		)	(82.9		)	(59.5		)
Changes in unrealized pension cost, net of tax	(8.5		)	(9.5		)	(51.8		)
Changes in fair market value of derivatives, net of tax	—			(0.1		)	(0.1		)
Other comprehensive loss	(20.4		)	(92.5		)	(111.4		)
Comprehensive income	$	100.1		$	35.1		$	83.4

See accompanying notes to the Consolidated Financial Statements.

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ANIXTER INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS



	December 30, 2016			January 1, 2016
(In millions, except share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	115.1		$	151.3
Accounts receivable, net	1,353.2			1,326.4
Inventories	1,178.3			1,182.6
Other current assets	41.9			67.5
Total current assets	2,688.5			2,727.8
Property and equipment, at cost	343.4			346.4
Accumulated depreciation	(203.1		)	(214.6		)
Property and equipment, net	140.3			131.8
Goodwill	764.6			756.5
Intangible assets, net	415.4			453.8
Other assets	84.8			72.1
Total assets	$	4,093.6		$	4,142.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,006.0		$	905.6
Accrued expenses	257.9			250.6
Total current liabilities	1,263.9			1,156.2
Long-term debt	1,378.8			1,642.9
Other liabilities	158.7			163.5
Total liabilities	2,801.4			2,962.6
Stockholders’ equity:
Common stock - $1.00 par value, 100,000,000 shares authorized, 33,437,882 and 33,278,130 shares issued and outstanding at December 30, 2016 and January 1, 2016, respectively	33.4			33.3
Capital surplus	261.8			249.2
Retained earnings	1,247.9			1,127.4
Accumulated other comprehensive loss:
Foreign currency translation	(153.9		)	(142.0		)
Unrecognized pension liability, net	(97.0		)	(88.5		)
Total accumulated other comprehensive loss	(250.9		)	(230.5		)
Total stockholders’ equity	1,292.2			1,179.4
Total liabilities and stockholders’ equity	$	4,093.6		$	4,142.0

See accompanying notes to the Consolidated Financial Statements.

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ANIXTER INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015
(In millions)
Operating activities:
Net income	$	120.5		$	127.6		$	194.8
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of business, net of tax expense of $17.3 in 2015	—			(40.0		)	—
Depreciation	27.9			23.8			24.0
Amortization of intangible assets	37.6			25.4			11.7
Stock-based compensation	16.5			14.5			13.8
Deferred income taxes	0.7			5.9			25.7
Accretion of debt discount	2.2			1.8			2.3
Amortization of deferred financing costs	2.4			2.0			—
Pension plan contributions	(29.0		)	(37.7		)	(16.8		)
Pension plan expenses	20.8			11.4			4.6
Loss on extinguishments of debt	—			0.9			—
Excess income tax benefit from employee stock plans	(0.3		)	(0.6		)	(5.8		)
Changes in current assets and liabilities, net
Accounts receivable	(32.6		)	(5.9		)	(102.9		)
Inventories	(5.8		)	(54.0		)	(49.6		)
Accounts payable	102.4			(15.3		)	54.9
Other current assets and liabilities, net	21.8			31.1			(49.0		)
Other, net	(6.3		)	1.0			(3.5		)
Net cash provided by operating activities	278.8			91.9			104.2
Investing activities:
Acquisitions of businesses, net of cash acquired	(4.7		)	(822.5		)	(418.4		)
Proceeds from sale of business	—			371.8			—
Capital expenditures, net	(32.6		)	(28.6		)	(40.3		)
Net cash used in investing activities	(37.3		)	(479.3		)	(458.7		)
Financing activities:
Proceeds from borrowings	1,136.5			1,442.6			1,550.4
Repayments of borrowings	(1,327.9		)	(1,116.5		)	(1,734.2		)
Proceeds from issuance of Notes due 2023	—			345.6			—
Proceeds from issuance of Canadian Term Loan	—			229.1			—
Repayments of Canadian term loan	(83.7		)	(45.1		)	—
Retirement of Notes due 2015	—			(200.0		)	—
Repayment of term loan	—			(198.8		)	(1.2		)
Proceeds from issuance of term loan	—			—			200.0
Proceeds from issuance of Notes due 2021	—			—			394.0
Retirement of Notes due 2014	—			—			(32.3		)
Deferred financing costs	—			(6.7		)	(2.3		)
Proceeds from stock options exercised	2.4			—			7.2
Excess income tax benefit from employee stock plans	0.3			0.6			5.8
Other, net	(0.6		)	(1.0		)	(1.7		)
Net cash (used in) provided by financing activities	(273.0		)	449.8			385.7
(Decrease) increase in cash and cash equivalents	(31.5		)	62.4			31.2
Effect of exchange rate changes on cash balances	(4.7		)	(3.1		)	3.5
Cash and cash equivalents at beginning of period	151.3			92.0			57.3
Cash and cash equivalents at end of period	$	115.1		$	151.3		$	92.0
Cash paid for interest	75.7			56.1			37.6
Cash paid for taxes	63.4			103.5			117.0

See accompanying notes to the Consolidated Financial Statements.

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ANIXTER INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY



	Common Stock			Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Loss
	Shares	Amount		Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Loss			Total
(In millions)
Balance at January 3, 2014	32.9	$	32.9	$	216.3		$	804.8	$	(26.6	)	$	1,027.4
Net income	—	—		—			194.8		—			194.8
Other comprehensive loss:
Foreign currency translation	—	—		—			—		(59.5		)	(59.5		)
Changes in unrealized pension cost, net of tax of $24.3	—	—		—			—		(51.8		)	(51.8		)
Changes in fair market value of derivatives	—	—		—			—		(0.1		)	(0.1		)
Dividend forfeited on common stock	—	—		—			0.1		—			0.1
Stock-based compensation	—	—		13.8			—		—			13.8
Issuance of common stock and related tax benefits	0.2	0.2		8.1			—		—			8.3
Balance at January 2, 2015	33.1	$	33.1	$	238.2		$	999.7	$	(138.0	)	$	1,133.0
Net income	—	—		—			127.6		—			127.6
Other comprehensive loss:
Foreign currency translation	—	—		—			—		(82.9		)	(82.9		)
Changes in unrealized pension cost, net of tax of $2.3	—	—		—			—		(9.5		)	(9.5		)
Changes in fair market value of derivatives	—	—		—			—		(0.1		)	(0.1		)
Dividend forfeited on common stock	—	—		—			0.1		—			0.1
Stock-based compensation	—	—		14.8			—		—			14.8
Issuance of common stock and related tax benefits	0.2	0.2		(3.8		)	—		—			(3.6		)
Balance at January 1, 2016	33.3	$	33.3	$	249.2		$	1,127.4	$	(230.5	)	$	1,179.4
Net income	—	—		—			120.5		—			120.5
Other comprehensive loss:
Foreign currency translation	—	—		—			—		(11.9		)	(11.9		)
Changes in unrealized pension cost, net of tax of $2.1	—	—		—			—		(8.5		)	(8.5		)
Stock-based compensation	—	—		16.5			—		—			16.5
Issuance of common stock and related tax benefits	0.1	0.1		(3.9		)	—		—			(3.8		)
Balance at December 30, 2016	33.4	$	33.4	$	261.8		$	1,247.9	$	(250.9	)	$	1,292.2

See accompanying notes to the Consolidated Financial Statements.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Anixter International Inc. and its subsidiaries (collectively referred to as "Anixter" or the "Company") and sometimes referred to in these Notes to the Consolidated Financial Statements as "we", "our", "us", or "ourselves", formerly known as Itel Corporation, which was incorporated in Delaware in 1967, is a leading distributor of enterprise cabling and security solutions, electrical and electronic wire and cable products and utility power solutions through Anixter Inc. and its subsidiaries.

Basis of presentation: The Consolidated Financial Statements include the accounts of Anixter International Inc. and its subsidiaries. Our fiscal year ends on the Friday nearest December 31 and includes 52 weeks in 2016 , 2015 and 2014. Certain prior period amounts have been reclassified to conform to the current year presentation.

In 2015, we sold the OEM Supply - Fasteners ("Fasteners") business, as described in Note 2. "Discontinued Operations" . The assets and liabilities and operating results of the Fasteners business are presented as "discontinued operations" in our Consolidated Financial Statements, and all prior periods have been revised to reflect this classification.

In the fourth quarter of 2015, in connection with the acquisition of Power Solutions, we renamed our legacy Enterprise Cabling and Security Solutions segment to Network & Security Solutions ("NSS"). The low voltage business of Power Solutions was combined into our historical Electrical and Electronic Wire and Cable ("W&C") segment to form the Electrical & Electronic Solutions ("EES") segment. The high voltage business of Power Solutions formed the Utility Power Solutions ("UPS") segment.

Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Our significant estimates include allowance for doubtful accounts, inventory obsolescence, pension obligations, goodwill and indefinite-lived intangible assets, deferred tax assets and uncertain tax positions.

Cash and cash equivalents: Cash equivalents consist of short-term, highly liquid investments that mature within three months or less. Such investments are stated at cost, which approximates fair value.

Receivables and allowance for doubtful accounts: We carry our accounts receivable at their face amounts less an allowance for doubtful accounts, which was $43.6 million and $37.5 million at the end of 2016 and 2015 , respectively. On a regular basis, we evaluate our accounts receivable and establish the allowance for doubtful accounts based on a combination of specific customer circumstances, as well as credit conditions and history of write-offs and collections. The provision for doubtful accounts was $20.1 million , $25.8 million and $11.4 million in 2016 , 2015 and 2014 , respectively. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off and deducted from the allowance account when the receivables are deemed uncollectible.

Inventories: Inventories, consisting primarily of purchased finished goods, are stated at the lower of cost or market. Cost is determined using the average-cost method. We have agreements with some of our vendors that provide a right to return products. This right is typically limited to a small percentage of our total purchases from that vendor. Such rights provide that we can return slow-moving product and the vendor will replace it with faster-moving product chosen by us. Some vendor agreements contain price protection provisions that require the manufacturer to issue a credit in an amount sufficient to reduce our current inventory carrying cost down to the manufacturer’s current price. We consider these agreements in determining our reserve for obsolescence.


•	Return or rotation privileges with vendors


•	Price protection from vendors


•	Expected future usage


•	Whether or not a customer is obligated by contract to purchase the inventory


•	Current market pricing


•	Historical consumption experience


•	Risk of obsolescence

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

If circumstances related to the above factors change, there could be a material impact on the net realizable value of the inventories.

Property and equipment: At December 30, 2016 , net property and equipment consisted of $101.9 million of equipment and computer software, $36.0 million of buildings and leasehold improvements and $2.4 million of land. At January 1, 2016 , net property and equipment consisted of $90.4 million of equipment and computer software, $40.6 million of buildings and leasehold improvements and $0.8 million of land. Equipment and computer software are recorded at cost and depreciated by applying the straight-line method over their estimated useful lives, which range from 3 to 20 years. Buildings are recorded at cost and depreciated by applying the straight-line method over their estimated useful lives, which range from 7 to 40 years. Leasehold improvements are depreciated over the useful life or over the term of the related lease, whichever is shorter. Upon sale or retirement, the cost and related depreciation are removed from the respective accounts and any gain or loss is included in income. Maintenance and repair costs are expensed as incurred. Depreciation expense charged to continuing operations, including an immaterial amount of capital lease depreciation, was $27.9 million , $22.2 million and $20.0 million in 2016 , 2015 and 2014 , respectively.

We continually evaluate whether events or circumstances have occurred that would indicate the remaining useful lives of our property and equipment warrant revision or that the remaining balance of such assets may not be recoverable. In order to measure an impairment loss of property and equipment, we estimate the fair value by using an orderly liquidation valuation. An orderly liquidation value is the amount that could be realized from a liquidation sale, given a reasonable period of time to find a purchaser (or purchasers), with the seller being compelled to sell the asset in the existing condition where it is located, as of a specific date, assuming the highest and best use of the asset by market participants. The valuation method also considers that it is physically possible, legally permissible and financially feasible to use the asset at the measurement date. The inputs used for the valuation include significant unobservable inputs, or Level 3 inputs, as described in the accounting fair value hierarchy, based on our assumptions about the assumptions market participants would use. A second step of the analysis is performed by comparing the orderly liquidation value to the carrying amount of that asset. The orderly liquidation values are applied against the original cost of the assets and the impairment loss measured as the difference between the liquidation value of the assets and the net book value of the assets.

Costs for software developed for internal use are capitalized when the preliminary project stage is complete and we have committed funding for projects that are likely to be completed . Costs that are incurred during the preliminary project stage are expensed as incurred. Once the capitalization criteria has been met, external direct costs of materials and services consumed in developing internal-use computer software, payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use computer software project (to the extent of their time spent directly on the project) and interest costs incurred when developing computer software for internal use are capitalized. At December 30, 2016 and January 1, 2016 , capitalized costs, net of accumulated amortization, for software developed for internal use were approximately $57.7 million and $49.5 million , respectively. Amortization expense charged to continuing operations for capitalized costs was $3.7 million , $2.8 million and $2.5 million in 2016, 2015 and 2014, respectively. Interest expense incurred in connection with the development of internal use software is capitalized based on the amounts of accumulated expenditures and the weighted-average cost of borrowings for the period. Interest costs capitalized for fiscal 2016 , 2015 and 2014 were $0.7 million , $1.2 million and $0.8 million , respectively.

Goodwill: We evaluate goodwill for impairment annually at the beginning of the third quarter and when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. We assess goodwill for impairment by first performing a qualitative assessment, which considers specific factors, based on the weight of evidence, and the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount using the qualitative assessment, we perform the two-step impairment test. From time to time, we may also bypass the qualitative assessment and proceed directly to the two-step impairment test. The first step of the impairment test is to identify a potential impairment by comparing the fair value of a reporting unit with its carrying amount. The estimates of fair value of a reporting unit are determined using the income approach and/or the market approach as described below. If step one of the test indicates a carrying value above the estimated fair value, the second step of the goodwill impairment test is performed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied residual value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination.

As a result of the reclassification of net sales of various product categories between our segments during the first half of 2016 , we reassigned the carrying amount of goodwill based on the relative fair value of our reporting units. We then performed the quantitative two-step impairment test of goodwill for all reporting units before and after the change in composition of our segments utilizing a combination of the income and market approaches, both of which are broadly defined below. We concluded that no impairment of goodwill existed and the carrying amount of goodwill to be fully recoverable.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In connection with our annual assessment of goodwill at the beginning of the third quarter of 2016 , we bypassed the qualitative assessment and performed a quantitative test for all reporting units and utilized a combination of the income and market approaches, both of which are broadly defined below. As a result of this assessment, we concluded that no impairment existed and the carrying amount of goodwill to be fully recoverable.

During the fourth quarter, we performed an interim goodwill impairment assessment for our NSS, EES and UPS reporting units. Although all of our reporting units have fair values that currently exceed the underlying carrying values, the margin of fair value over carrying value of our NSS and UPS reporting units were greater than 10%, while the fair value of our EES reporting unit was less than 10% over its carrying value due to the combined effects of the weaker industrial economy and lower commodity prices on a year over year basis. As a result, this unit is more susceptible to impairment risk from further adverse macroeconomic conditions. Any such adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges relating to the EES reporting unit.

Intangible assets: As of December 30, 2016 and January 1, 2016 , our intangible asset balances are as follows:



		December 30, 2016					January 1, 2016
(In millions)	Average useful life (in years)	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
Customer relationships	6-20	$	458.5	$	(80.1	)	$	461.4	$	(48.4	)
Exclusive supplier agreement	21	22.1		(2.4		)	22.0		(1.6		)
Trade names	3-10	12.6		(7.5		)	13.3		(5.8		)
Trade names	Indefinite	10.6		—			10.6		—
Non-compete agreements	1-5	6.2		(4.6		)	4.5		(2.2		)
Total		$	510.0	$	(94.6	)	$	511.8	$	(58.0	)

We continually evaluate whether events or circumstances have occurred that would indicate the remaining estimated useful lives of our intangible assets warrant revision or that the remaining balance of such assets may not be recoverable. For definite-lived intangible assets, we use an estimate of the related undiscounted cash flows over the remaining life of the asset in measuring whether the asset is recoverable. Trade names that have been identified to have indefinite lives are not being amortized based on our expectation that the trade name products will generate future cash flows for us for the foreseeable future. We expect to maintain use of these trade names on existing products.

Our definite-lived intangible assets are primarily related to customer relationships. In order to measure an impairment loss of customer relationships, we estimate the fair value by using an excess earnings model, a form of the income approach. The analysis requires us to make various judgmental assumptions, including assumptions about future cash flows based on projected growth rates of revenue and expense, expectations of rates of customer attrition and working capital needs. The assumptions about future cash flows and growth rates are based on management’s forecast of the asset group. The key inputs utilized in determining the fair value of customer relationships include significant unobservable inputs, or Level 3 inputs, as described in the accounting fair value hierarchy. Inputs included discount rates derived from an estimated weighted-average cost of capital, which reflected the overall level of inherent risk of the asset group and the rate of return a market participant would expect to earn, as well as customer attrition rates.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Intangible amortization expense is expected to average $31.8 million per year for the next five years , of which $16.2 million and $11.9 million relate to intangible assets recorded for the Power Solutions and Tri-Ed acquisitions, respectively. See Note 3. "Business Combinations" for further details. Our definite lived intangible assets are amortized over a straight line basis as it approximates the customer attrition patterns and best estimates the use pattern of the assets.

Other, net: The following represents the components of "Other, net" as reflected in the Consolidated Statements of Income:



	Twelve Months Ended
(In millions)	December 30, 2016			January 1, 2016			January 2, 2015
Other, net:
Foreign exchange	$	(10.8	)	$	(14.9	)	$	(8.2	)
Foreign exchange devaluations	—			(3.6		)	(8.0		)
Cash surrender value of life insurance policies	1.2			(0.8		)	0.8
Other	0.5			(1.8		)	(0.6		)
Total other, net	$	(9.1	)	$	(21.1	)	$	(16.0	)

In the fourth quarter of 2015, the Argentine peso was devalued by approximately 40% against the U.S. dollar ("USD") due to the loosening of currency controls. In the first quarter of 2015, the Venezuelan government changed its policy again regarding the bolivar, which required us to use the Sistema Marginal de Divisas or Marginal Exchange System ("SIMADI") a "completely free floating" rate. As a result, the Venezuelan bolivar was devalued from approximately 52.0 bolivars to one USD to approximately 200.0 bolivars to one USD in the year ended January 1, 2016 . Due to these devaluations, we recorded a foreign exchange loss of $3.6 million for the year ended January 1, 2016 . During 2016 , the Venezuelan bolivar was devalued from approximately 200.0 bolivars to one USD to approximately 673.0 bolivars to one USD, which we believe will be the rate available to us in the event we repatriate cash from Venezuela. This devaluation did not have a material impact on our Consolidated Financial Statements as we have significantly less exposure in Venezuela in 2016 .

In the first quarter of 2014, the Venezuelan government changed its policies regarding the bolivar, which required us to use the Complementary System for the Administration of Foreign Currency ("SICAD") rate of 49.0 bolivars to one USD to repatriate cash from Venezuela. In the first quarter of 2014, the Argentine peso was also devalued from 6.5 pesos to one USD to approximately 8.0 pesos to one USD after the central bank scaled back its intervention in a bid to preserve USD cash reserves. As a result of these devaluations, we recorded foreign exchange losses in these two countries of $8.0 million in the first quarter of 2014.

Several of our subsidiaries conduct business in a currency other than the legal entity’s functional currency. Transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. The increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that is included in "Other, net" in the Consolidated Statements of Income.

We purchase foreign currency forward contracts to minimize the effect of fluctuating foreign currency-denominated accounts on our reported income. The foreign currency forward contracts are not designated as hedges for accounting purposes. Our strategy is to negotiate terms for our derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative perfectly offsets the impact of the underlying hedged item (e.g., various foreign currency-denominated accounts). Our counterparties to foreign currency forward contracts have investment-grade credit ratings. We expect the creditworthiness of our counterparties to remain intact through the term of the transactions. We regularly monitor the creditworthiness of our counterparties to ensure no issues exist which could affect the value of the derivatives.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We do not hedge 100% of our foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing the foreign currency forward contracts versus the movement of the currencies as well as the fluctuations in the account balances throughout each reporting period. The fair value of the foreign currency forward contracts is based on the difference between the contract rate and the current exchange rate. The fair value of the foreign currency forward contracts is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. At December 30, 2016 and January 1, 2016 , foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in "Other, net" in the Consolidated Statements of Income offsetting the transaction gain/loss recorded on the foreign currency-denominated accounts. At December 30, 2016 and January 1, 2016 , the gross notional amount of the foreign currency forward contracts outstanding was approximately $114.8 million and $196.1 million , respectively. At December 30, 2016 and January 1, 2016 , the net notional amount of the foreign currency forward contracts outstanding was approximately $90.9 million and $132.8 million , respectively. While all of our foreign currency forward contracts are subject to master netting arrangements with our counterparties, we present our assets and liabilities related to derivative instruments on a gross basis within the Consolidated Balance Sheets. The gross fair value of our derivative assets and liabilities are immaterial.

Fair value measurement: Our assets and liabilities measured at fair value on a recurring basis consist of foreign currency forward contracts and the assets of our defined benefit plans. The fair value of the foreign currency forward contracts is discussed above in the section titled "Other, net." The fair value of the assets of our defined benefit plans is discussed in Note 9. "Pension Plans, Post-Retirement Benefits and Other Benefits" . Fair value disclosures of debt are discussed in Note 6. "Debt" .

We measure the fair values of goodwill, intangible assets and property and equipment on a nonrecurring basis if required by impairment tests applicable to these assets. The fair value measurements of goodwill, intangible assets and property and equipment are discussed above.

The inputs used in the determination of fair values are categorized according to the fair value hierarchy as being Level 1, Level 2 or Level 3. In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Revenue recognition: Sales to customers, resellers and distributors and related cost of sales are recognized upon transfer of title, which generally occurs upon shipment of products, when the price is fixed and determinable and when collectability is reasonably assured. Revenue is recorded net of sales taxes, customer discounts, rebates and similar charges. We also establish a reserve for returns and credits provided to customers in certain instances. The reserve is established based on an analysis of historical experience and was $34.9 million and $29.1 million at December 30, 2016 and January 1, 2016 , respectively.

In connection with the sales of our products, we often provide certain supply chain services. These services are provided exclusively in connection with the sales of products, and as such, the price of such services is included in the price of the products delivered to the customer. We do not account for these services as a separate element, as the services do not have stand-alone value and cannot be separated from the product element of the arrangement. There are no significant post-delivery obligations associated with these services.

In instances where we do not have goods in stock and delivery times are critical, product is purchased from the manufacturer and drop-shipped to the customer. We generally take title to the goods when shipped by the manufacturer and then we bill the customer for the product upon transfer of the title to the customer.

Sales taxes: Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in the Consolidated Statements of Income.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Advertising and sales promotion: Advertising and sales promotion costs are expensed as incurred. Advertising and promotion costs included in operating expenses on the Consolidated Statements of Income were $12.4 million , $13.2 million and $12.6 million in 2016 , 2015 and 2014, respectively. The majority of the advertising and sales promotion costs are recouped through various cooperative advertising programs with vendors.

Shipping and handling fees and costs: We include shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with outbound freight are included in "Operating expenses" on the Consolidated Statements of Income, which were $113.9 million , $102.7 million and $99.5 million in 2016 , 2015 and 2014, respectively.

Stock-based compensation: We measure the cost of all share-based payments to employees, including grants of employee stock options, using a fair-value-based method. Compensation costs are determined based on the fair value at the grant date and amortized over the respective vesting period representing the requisite service period.

Accumulated other comprehensive loss: We accumulate unrealized gains and losses in "Accumulated other comprehensive loss" ("AOCI"). These changes are also reported in "Other comprehensive loss" on the Consolidated Statements of Comprehensive Income. These include unrealized gains and losses related to our defined benefit obligations, certain immaterial derivative transactions that have been designated as cash flow hedges and foreign currency translation. See Note 9. "Pension Plans, Post-Retirement Benefits and Other Benefits" for pension related amounts reclassified into net income.

Our investments in several subsidiaries are recorded in currencies other than the USD. As these foreign currency denominated investments are translated at the end of each period during consolidation using period-end exchange rates, fluctuations of exchange rates between the foreign currency and the USD increase or decrease the value of those investments. These fluctuations and the results of operations for foreign subsidiaries, where the functional currency is not the USD, are translated into USD using the average exchange rates during the periods reported, while the assets and liabilities are translated using period-end exchange rates. The assets and liabilities-related translation adjustments are recorded as a separate component of AOCI, "Foreign currency translation." In addition, as our subsidiaries maintain investments denominated in currencies other than local currencies, exchange rate fluctuations will occur. Borrowings are raised in certain foreign currencies to minimize the exchange rate translation adjustment risk.

Income taxes: Deferred taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting based upon enacted tax laws and rates. We maintain valuation allowances to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax asset will not be realized based on available evidence. We recognize the benefit of tax positions when a benefit is more likely than not (i.e., greater than 50% likely) to be sustained on its technical merits. Recognized tax benefits are measured at the largest amount that is more likely than not to be sustained, based on cumulative probability, in final settlement of the position.

Net income per share: Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

We had 0.2 million in 2016 and 2015 and 0.3 million in 2014, of additional shares related to stock options and stock units included in the computation of diluted earnings per share because the effect of those common stock equivalents were dilutive during these periods. We exclude antidilutive stock options and units from the calculation of weighted-average shares for diluted earnings per share. For 2016 , 2015 and 2014, the antidilutive stock options and units were immaterial.

Recently issued and adopted accounting pronouncements: In August 2016 , the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments , which makes eight targeted changes to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The update provides specific guidance on cash flow classification issues that are not currently addressed by U.S. Generally Accepted Accounting Principles and thereby reduces the current diversity in practice. The standard is effective for our financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2016-15 as of September 30, 2016 on a retrospective basis for all cash flow statement periods presented. The adoption of this standard had no impact on the Company's previously reported cash flows.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recently issued accounting pronouncements not yet adopted: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016 and May 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle, and in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, among others. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods: a full retrospective approach and a modified retrospective approach. We will adopt the new revenue recognition guidance in the first quarter of our fiscal year 2018 and anticipate utilizing the modified retrospective method of adoption. We are continuing to evaluate the impact of this guidance on our consolidated results of operations and financial condition. We have developed a multi-phase plan to assess the impact of adoption on our material revenue streams, evaluate the new disclosure requirements, and identify and implement appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new guidance. We are currently in the process of completing our initial analysis and performing detailed reviews of significant contracts to determine any adjustments necessary to existing accounting policies and to support an evaluation of the impact on our results of operations and financial condition.

In February 2016, the FASB issued ASU 2016-02, Leases , which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The guidance modifies the classification criteria and the accounting for sales-type and direct financing leases for lessors. The standard is effective for our financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of adoption of this ASU on our Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting , which changes how companies account for certain aspects of share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, allows an employer to repurchase more of an employee’s shares than previously allowed for tax withholding purposes without triggering liability accounting, allows a company to make a policy election to account for forfeitures as they occur, and eliminates the requirement that excess tax benefits be realized before companies can recognize them. The new guidance also requires excess tax benefits and tax shortfalls to be presented on the cash flow statement as an operating activity rather than as a financing activity, and clarifies that cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation are to be presented as a financing activity. The standard is effective for our financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of adoption of this ASU on our Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses , which requires the measurement of expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard is effective for our financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We are currently evaluating the impact of adoption of this ASU on our Consolidated Financial Statements.

We do not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material impact on our Consolidated Financial Statements or disclosures.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 2. DISCONTINUED OPERATIONS

On February 9, 2015, our Board of Directors approved the disposition of the OEM Supply - Fasteners ("Fasteners") business. On February 11, 2015, through our wholly-owned subsidiary Anixter Inc., we entered into a definitive asset purchase agreement with American Industrial Partners ("AIP") to sell the Fasteners business for $380.0 million in cash, subject to certain post-closing adjustments. We closed the sale of the Fasteners business to AIP, excluding certain foreign locations which we subsequently sold, on June 1, 2015 and settled all net working capital adjustments relating to these entities in the fourth quarter of 2015. We received cash of $371.8 million on the sale of the Fasteners business. Including transaction related costs of $16.4 million , the sale resulted in a pre-tax gain of $40.3 million ( $23.3 million , net of tax).

The assets and liabilities and operating results of the Fasteners business are presented as "discontinued operations" in our Consolidated Financial Statements. Current assets of discontinued operations are presented within "Other current assets" in the Consolidated Balance Sheets. Current and long-term liabilities of discontinued operations are presented within "Accrued expenses" and "Other liabilities," respectively, in the Consolidated Balance Sheets. The components of the results from discontinued operations reflected in our Consolidated Statements of Cash Flows were immaterial.

We allocated interest costs to discontinued operations as a result of the sale of the Fasteners business. There were no allocated interest costs in the year ended December 30, 2016 . The allocated interest costs were $1.1 million and $3.6 million in the twelve months ended January 1, 2016 and January 2, 2015 , respectively. This represents the amount of interest costs not directly attributable to our other operations that would not have been incurred if we had the proceeds from the sale of the Fasteners business at the beginning of the period.

In connection with the disposition of the Fasteners business, we recognized a pension curtailment gain of $5.1 million and special termination benefit costs of $0.3 million in 2015.

The following represents the components of the results from discontinued operations as reflected in our Consolidated Statements of Income:



	Twelve Months Ended
(In millions)	December 30, 2016			January 1, 2016		January 2, 2015
Net sales	$	1.7		$	405.9	$	938.5
Operating (loss) income	$	(0.2	)	$	14.2	$	50.8
(Loss) income from discontinued operations before income taxes	$	(0.1	)	$	11.9	$	45.2
(Loss) gain on sale of discontinued operations	$	(0.7	)	$	41.0	$	—
Income tax (benefit) expense from discontinued operations	$	(0.2	)	$	22.2	$	13.8
Net (loss) income from discontinued operations	$	(0.6	)	$	30.7	$	31.4

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As reflected on our Consolidated Balance Sheets as of December 30, 2016 and January 1, 2016 , the components of assets and liabilities of the Fasteners businesses classified as "discontinued operations" are as follows:



(In millions)	December 30, 2016		January 1, 2016
Assets of discontinued operations:
Accounts receivable	$	0.1	$	2.6
Inventories	—		1.2
Other current assets	0.1		—
Total assets of discontinued operations	$	0.2	$	3.8

Liabilities of discontinued operations:
Accounts payable	$	0.2	$	1.3
Accrued expenses	2.2		4.0
Other liabilities	—		1.7
Total liabilities of discontinued operations	$	2.4	$	7.0

NOTE 3. BUSINESS COMBINATIONS

Power Solutions Acquisition

On October 5, 2015, we completed the acquisition of the Power Solutions business ("Power Solutions") from HD Supply, Inc. in exchange for $829.4 million (net of cash and outstanding checks of $11.7 million ). The acquisition was financed using borrowings under new financing arrangements and cash on hand.

Power Solutions was a compelling strategic acquisition for us that significantly enhances our competitive position in the electrical wire and cable business and further strengthens our customer and supplier value proposition. In addition to transforming our existing utility business into a leading North American distributor to the utility sector, this acquisition enables us to provide a full line electrical solution to our existing customers and provides us with broader access to the mid-size electrical construction market. The high voltage business of Power Solutions forms the Utility Power Solutions ("UPS") segment within our realigned reportable segments. The low voltage business of Power Solutions was combined into our historical Electrical and Electronic Wire and Cable ("W&C") segment to form the Electrical & Electronic Solutions ("EES") segment.

The following table sets forth the final purchase price allocation, as of the acquisition date, for Power Solutions. The purchase price allocation, including the valuation of the acquired leases, intangible assets and related deferred tax liabilities was completed in the third quarter of 2016.



(In millions)
Cash	$	11.7
Current assets, net	560.1
Property and equipment, net	30.6
Goodwill	194.8
Intangible assets	280.9
Non-current assets	5.6
Current liabilities	(234.1		)
Non-current liabilities	(8.5		)
Total purchase price	$	841.1

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Power Solutions goodwill of $35.4 million and $159.4 million was recorded in the EES and UPS reportable segments, respectively. The goodwill resulting from the acquisition largely consists of our expected future product sales and synergies from combining Power Solutions products with our existing product offerings. Other than $81.0 million , the remaining goodwill is not deductible for tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of the acquisition:



(In millions)	Average useful life (in years)	Fair value
Customer relationships	14-18	$	278.5
Non-compete agreements	1	2.4
Total intangible assets		$	280.9

Tri-Ed Acquisition

On September 17, 2014, we acquired 100% of the outstanding capital stock of Tri-Northern Acquisition Holdings, Inc. ("Tri-Ed"), a leading independent distributor of security and low-voltage technology products, from Tri-NVS Holdings, LLC for $418.4 million (net of cash acquired of $11.6 million and a favorable net assets adjustment of $2.2 million ). The acquisition was financed using borrowings under the 5-year senior unsecured revolving credit agreement, the accounts receivable securitization facility, available cash and the $200.0 million term loan, as more fully described in Note 6. "Debt" . A portion of the proceeds from a subsequent issuance of $400.0 million principal amount of senior notes were used to repay certain incurred borrowings to finance the Tri-Ed acquisition.

The acquisition of Tri-Ed presents a strategic opportunity for us and our security business, consistent with our vision to create a leading global security platform and to accelerate profitable revenue growth. Through expanding our offering into highly complementary product lines, we believe our customers will benefit from a broader set of products and solutions in the areas of video, access control, fire/life safety, and intrusion detection. In addition, this transaction provides access to the residential construction end market at an attractive point in the recovery cycle as well as security integrators and dealers we do not currently service.

The following table sets forth the purchase price allocation, as of the acquisition date, for Tri-Ed. The purchase price allocation and valuation of the acquired intangible assets and related deferred tax liabilities was completed in the third quarter of 2015.



(In millions)
Cash	$	11.6
Current assets, net	203.9
Property and equipment, net	2.7
Goodwill	242.2
Intangible assets	166.8
Current liabilities	(143.3		)
Non-current liabilities	(56.1		)
Total purchase price	$	427.8

All Tri-Ed goodwill, other assets and liabilities were recorded in the NSS reportable segment. The goodwill resulting from the acquisition largely consists of our expected future product sales and synergies from combining Tri-Ed’s products with our existing product offerings. Other than $12.2 million , the remaining goodwill is not deductible for tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of the acquisition:



(In millions)	Average useful life (in years)	Fair value
Customer relationships	11-18	$	120.6
Exclusive supplier agreement	21	23.2
Trade names	Indefinite	10.6
Tri-Ed trade names	4	9.2
Non-compete agreements	4-5	3.2
Total intangible assets		$	166.8

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Since the date of acquisition, the Tri-Ed results are reflected in our Consolidated Financial Statements.

Pro Forma Information

The following unaudited pro forma information shows our results of operations as if the acquisitions of Power Solutions and Tri-Ed had been completed as of the beginning of fiscal 2014. Adjustments have been made for the pro forma effects of interest expense and deferred financing costs related to the financing for the acquisition, depreciation and amortization of tangible and intangible assets recognized as part of the business combinations, related income taxes and various other costs which would not have been incurred had we, Power Solutions and Tri-Ed operated as a combined entity (i.e., management fees paid by Power Solutions and Tri-Ed to their former owners).



	Twelve Months Ended
(In millions, except per share amounts)	January 1, 2016		January 2, 2015
Net sales	$	7,733.4	$	7,831.0
Net income from continuing operations	$	107.1	$	180.5
Income per share from continuing operations:
Basic	$	3.22	$	5.46
Diluted	$	3.20	$	5.41

NOTE 4. ACCRUED EXPENSES

Accrued expenses consisted of the following:



	December 30, 2016		January 1, 2016
(In millions)
Salaries and fringe benefits	$	105.2	$	87.5
Other accrued expenses	150.3		157.8
Total accrued expenses	$	255.5	$	245.3

NOTE 5. RESTRUCTURING CHARGES

We consider restructuring activities to be programs whereby we fundamentally change our operations, such as closing and consolidating facilities, reducing headcount and realigning operations in response to changing market conditions. The following table summarizes activity related to liabilities associated with our restructuring activities:



	Restructuring Activity
	Q2 2016 Plan						Q4 2015 Plan						Q2 2015 Plan			Q4 2012 Plan			Total
	Employee-Related Costs (a)			Facility Exit and Other Costs (b)			Employee-Related Costs (a)			Facility Exit and Other Costs (b)			Employee-Related Costs (a)			Facility Exit and Other Costs (b)			Employee-Related Costs (a)			Facility Exit and Other Costs (b)
Balance at January 2, 2015	$	—		$	—		$	—		$	—		$	—		$	0.8		$	—		$	0.8
Charges	—			—			3.2			0.2			4.8			—			8.0			0.2
Payments and other	—			—			(0.2		)	—			(3.8		)	(0.4		)	(4.0		)	(0.4		)
Balance at January 1, 2016	$	—		$	—		$	3.0		$	0.2		$	1.0		$	0.4		$	4.0		$	0.6
Charges	4.3			1.5			(0.4		)	—			—			—			3.9			1.5
Payments and other	(2.4		)	(0.3		)	(1.3		)	(0.2		)	(0.7		)	(0.2		)	(4.4		)	(0.7		)
Balance at December 30, 2016	$	1.9		$	1.2		$	1.3		$	—		$	0.3		$	0.2		$	3.5		$	1.4


(a)	Employee-related costs primarily consist of severance benefits provided to employees who have been involuntarily terminated.


(b)	Facility exit and other costs primarily consist of lease termination costs.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Q2 2016 Restructuring Plan

In the second quarter of 2016, we recorded a pre-tax charge of $2.1 million , $1.4 million , and $2.2 million in our NSS, EES, and UPS segments, respectively, and an additional $0.1 million at our corporate headquarters, primarily for severance-related expenses associated with a reduction of approximately 150 positions. The $5.8 million charge primarily reflects actions we are taking to improve efficiencies in Canada and Latin America as well with the acquisition of Power Solutions. This charge was included in "Operating expenses" in our Consolidated Statement of Comprehensive Income (Loss) in the second quarter of 2016. The majority of the remaining charge included in accrued expenses of $3.1 million as of December 30, 2016 is expected to be paid by the second quarter of 2017.

Q4 2015 Restructuring Plan

In the fourth quarter of 2015, we recorded a pre-tax charge of $1.0 million , $2.3 million and $0.1 million in our NSS, EES, and UPS segments, respectively, primarily for severance-related expenses associated with a reduction of approximately 80 positions. The $3.4 million charge primarily reflects actions we are taking to improve efficiencies in conjunction with the acquisition of Power Solutions. This charge was included in "Operating expenses" in our Consolidated Statement of Comprehensive Income (Loss) for fiscal year 2015. The majority of the remaining charge included in accrued expenses of $1.3 million as of December 30, 2016 is expected to be paid by the second quarter of 2017.

Q2 2015 Restructuring Plan

In the second quarter of 2015, we recorded a pre-tax charge of $3.0 million and $2.2 million in our NSS and EES segments, respectively, and an additional $0.1 million at our corporate headquarters for severance-related expenses associated with a reduction of approximately 100 positions. The $5.3 million charge reflects actions we took to improve efficiencies and eliminate the stranded costs in conjunction with the sale of the Fasteners business. In the fourth quarter of 2015, we reduced the charge by $0.5 million , primarily in our EES segment, due to a reduction in estimated future obligations under the plan. This charge was included in "Operating expenses" in our Consolidated Statement of Comprehensive Income (Loss) for fiscal year 2015. The majority of the remaining charge included in accrued expenses of $0.3 million as of December 30, 2016 is expected to be paid by the second quarter of 2017.

Q4 2012 Restructuring Plan

In the fourth quarter of 2012, recognizing the ongoing challenging global economic conditions, we took aggressive actions to restructure our costs across all segments and geographies, resulting in a pre-tax charge of $4.1 million and $2.8 million in our NSS and EES segments, respectively. The $6.9 million restructuring charge primarily consisted of severance-related expenses associated with a reduction of over 200 positions. This charge was included in "Operating expenses" in our Consolidated Statement of Income for fiscal year 2012. At December 30, 2016 , the majority of the remaining charge included in accrued expenses of $0.2 million is expected to be paid by the second quarter of 2017.

NOTE 6. DEBT

Debt is summarized below:



(In millions)	December 30, 2016			January 1, 2016
Long-term debt:
5.50% Senior notes due 2023	$	346.3		$	345.8
5.125% Senior notes due 2021	395.7			394.9
5.625% Senior notes due 2019	347.7			346.8
Canadian term loan	95.4			172.9
Revolving lines of credit	197.1			390.1
Other	3.5			2.6
Unamortized deferred financing costs	(6.9		)	(10.2		)
Total long-term debt	$	1,378.8		$	1,642.9

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Certain debt agreements entered into by our operating subsidiaries contain various restrictions, including restrictions on payments to us. These restrictions have not had, nor are expected to have, an adverse impact on our ability to meet cash obligations. Anixter International Inc. has guaranteed substantially all of the debt of our subsidiaries.

Aggregate annual maturities of debt before accretion of debt discount as reflected on the Consolidated Balance Sheet at December 30, 2016 are as follows: 2017 - $3.5 million , 2018 - $0.0 million , 2019 - $347.7 million , 2020 - $292.5 million , 2021 - $395.7 million and $346.3 million thereafter.

Our average borrowings outstanding were $1,649.0 million and $1,338.4 million for the fiscal years ending December 30, 2016 and January 1, 2016, respectively. Our weighted-average cost of borrowings was 4.8% for the years ended December 30, 2016 and January 1, 2016, and 4.7% for the year ended January 2, 2015. Interest paid in 2016, 2015 and 2014 was $75.7 million , $56.0 million and $37.6 million , respectively.

At the end of fiscal 2016, we had approximately $352.0 million and $132.5 million in available, committed, unused borrowings under our $600.0 million U.S. accounts receivable asset based five-year revolving credit facility and $150.0 million U.S. inventory asset based five-year revolving credit facility, respectively. All credit lines are with financial institutions with investment grade credit ratings. Borrowings under these facilities are limited based on the borrowing base criteria as described below.

We are in compliance with all of our covenant ratios and believe that there is adequate margin between the covenant ratios and the actual ratios given the current trends of the business.

Revolving Lines of Credit and Canadian Term Loan

On October 5, 2015, we, through our wholly-owned subsidiaries, Anixter Inc., Anixter Receivables Corporation ("ARC") and Anixter Canada Inc., entered into certain financing transactions in connection with the consummation of the acquisition of Power Solutions, including a U.S. accounts receivable asset based five-year revolving credit facility in an aggregate committed amount of $600.0 million ("Receivables Facility"), a U.S. inventory asset based five-year revolving credit facility in an aggregate committed amount of $150.0 million ("Inventory Facility") for a U.S. combined commitment of $750.0 million ("Combined Commitment"). Additionally, we entered into a Canadian term loan facility in Canada in an aggregate principal amount of $300.0 million Canadian dollars, the equivalent to approximately $225.0 million USD, with a five-year maturity ("Canadian Term Loan"). In connection with these financing transactions, we incurred approximately $6.7 million in financing transaction costs, of which approximately $5.4 million was capitalized as deferred financing costs and will be amortized through maturity using the straight-line method, and approximately $1.3 million was expensed as incurred. These financing arrangements are described in greater detail below.

Receivables Facility

On October 5, 2015, we, through our wholly-owned subsidiary, ARC, entered into a Receivables Facility, which is a receivables based five-year revolving credit facility in an aggregate committed amount of $600.0 million . Borrowings under the Receivables Facility are secured by a first lien on all assets of ARC and supported by an unsecured guarantee by Anixter International, Inc.

The Receivables Facility has a borrowing base of 85% of eligible receivables, subject to certain reserves.

In connection with the entry into the Receivables Facility, Anixter Inc. and ARC terminated its existing Second Amended and Restated Receivables Purchase Agreement (the "RPA").

In connection with the entry into the Receivables Facility, on October 5, 2015, Anixter Inc. and ARC entered into a Third Amended and Restated Receivables Sale Agreement (the "Amended and Restated RSA"), which amended and restated the existing Second Amended and Restated Sales Agreement. The purpose of the Amended and Restated RSA is (i) to reflect the entry into the Receivables Facility and the termination of the RPA, and (ii) to include in the receivables sold by Anixter Inc. to ARC receivables originated by Tri-Northern Holdings, Inc. and its subsidiaries (collectively, the "Tri-Ed Subsidiaries") and subsidiaries acquired in the Power Solutions acquisition (the "Power Solutions Subsidiaries").

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Inventory Facility

On October 5, 2015, we and certain of our wholly-owned subsidiaries, including the Tri-Ed Subsidiaries and Power Solutions Subsidiaries, entered into the Inventory Facility, an asset based lending five-year revolving credit facility, in an aggregate committed amount of $150.0 million . Borrowings under the Inventory Facility are secured by a first lien on Anixter Inc.'s and certain of its subsidiaries' personal property and supported by a guarantee by Anixter International Inc.

The Inventory Facility has a borrowing base, (a) with respect to appraised eligible domestic inventory, of the lesser of (i) 85% of the net orderly liquidation value of such inventory; and (ii) 75% of book value of such inventory, plus, (b) with respect to eligible domestic inventory not appraised, 40% of the net orderly liquidation value of such inventory, less (c) certain reserves.

The Receivables Facility and the Inventory Facility (collectively, the "Combined Facilities")

The Combined Facilities drawn pricing will range from LIBOR plus 125 basis points when the combined unused availability (the "Combined Availability") under the Combined Facilities is greater than $500.0 million to LIBOR plus 175 basis points when Combined Availability is less than $250.0 million . Undrawn fees will be 25 basis points if greater than/equal to 50% of the Combined Commitment is drawn and 37.5 basis points if less than 50% of the Combined Commitment is drawn.

Acquisitions and restricted payments will be permitted, subject to, among other things, (i) Combined Availability of at least $150.0 million after giving pro forma effect to any acquisition or restricted payment or (ii) (a) Combined Availability of at least $112.5 million and (b) maintenance of a minimum fixed charge coverage ratio of at least 1.1 x, after giving pro forma effect to the acquisition or restricted payment.

In connection with the new financing arrangements described above, on October 5, 2015, we terminated our $400.0 million (or the equivalent in euro) 5-year senior unsecured revolving credit agreement and repaid our borrowings under the $200.0 million term loan in connection with the new financing arrangements.

Canadian Term Loan

On October 5, 2015, we, through our wholly-owned subsidiaries, Anixter Canada Inc. and Tri-Ed ULC, entered into a $300.0 million Canadian dollars (equivalent to approximately $225.0 million USD) Canadian Term Loan. During 2016 and 2015, we repaid $83.7 million and $45.1 million , respectively, of the outstanding balance. We incurred $0.5 million and $0.3 million of additional interest expense in 2016 and 2015, respectively, due to the write-off of deferred financing costs on the early payment of debt. The Canadian Term Loan is and will be guaranteed by all present and future material Canadian subsidiaries of Anixter Canada Inc. and Tri-Ed ULC as well as Anixter Mid Holdings BV. The Canadian Term Loan is secured by a first priority security interest in all of the assets of Anixter Canada Inc. and each of its Canadian subsidiaries, which comprise the borrowing group.

The Canadian Term Loan has a five-year maturity. The drawn pricing will range from 0.375% to 1.250% over prime and 1.375% to 2.250% over the banker’s acceptance rate, depending on consolidated leverage ranging from less than or equal to 1.25 x to equal to or greater than 3.00 x. The Canadian Term Loan amortizes 5% in each of years 1 and 2, 10% in each of years 3 and 4 and 70% in year 5. Due to our prepayment of the Canadian Term Loan, no amortization is required before the loan's maturity in 2020.

The borrowing group for the Canadian Term Loan initially will be subject to a maximum leverage ratio of 4.25 x and a minimum fixed charge coverage ratio of 3.0 x.

We are in compliance with all of the covenant ratios and we believe there is adequate margin between the covenant ratios and the actual ratios given the current trends of the business.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

5.50% Senior Notes Due 2023

On August 18, 2015, our primary operating subsidiary, Anixter Inc., completed the issuance of $350.0 million principal amount of Senior notes due 2023 ("Notes due 2023"). The Notes due 2023 were issued at a price that was 98.75% of par, which resulted in a discount related to underwriting fees of $4.4 million . The discount is reported on the Consolidated Balance Sheet as a reduction to the face amount of the Notes due 2023 and is being amortized to interest expense over the term of the related debt, using the effective interest method. In addition, $1.7 million of deferred financing costs were paid, which are being amortized through maturity using the straight-line method. The Notes due 2023 pay interest semi-annually at a rate of 5.5% per annum and will mature on March 1, 2023 . In addition, Anixter Inc. may at any time redeem some or all of the Notes due 2023 at a price equal to 100% of the principal amount plus a "make whole" premium. If we experience certain kinds of changes of control, Anixter Inc. must offer to repurchase all of the Notes due 2023 outstanding at 101% of the aggregate principal amount repurchased, plus accrued and unpaid interest. The proceeds were used to partially finance the Power Solutions acquisition. Anixter International Inc. fully and unconditionally guarantees the Notes due 2023, which are unsecured obligations of Anixter Inc.

5.125% Senior Notes Due 2021

On September 23, 2014, our primary operating subsidiary, Anixter Inc., completed the issuance of $400.0 million principal amount of Senior notes due 2021 ("Notes due 2021"). The Notes due 2021 were issued at a price that was 98.50% of par, which resulted in a discount related to underwriting fees of $6.0 million . Net proceeds from this offering were approximately $393.1 million after also deducting for approximately $0.9 million of deferred financing costs paid that are being amortized through maturity using the straight-line method. The discount is reported on the Consolidated Balance Sheet as a reduction to the face amount of the Notes due 2021 and is being amortized to interest expense over the term of the related debt, using the effective interest method. The Notes due 2021 pay interest semi-annually at a rate of 5.125% per annum and will mature on October 1, 2021 . In addition, Anixter Inc. may at any time redeem some or all of the Notes due 2021 at a price equal to 100% of the principal amount plus a "make whole" premium. If Anixter Inc. and/or we experience certain kinds of changes of control, it must offer to repurchase all of the Notes due 2021 outstanding at 101% of the aggregate principal amount repurchased, plus accrued and unpaid interest. The proceeds were used by Anixter Inc. to repay amounts outstanding under the accounts receivable credit facility, to repay certain additional borrowings under the 5-year senior unsecured revolving credit agreement that had been incurred for the specific purpose of funding the Tri-Ed acquisition, to provide additional liquidity for maturing indebtedness and for general corporate purposes. Anixter International Inc. fully and unconditionally guarantees the Notes due 2021, which are unsecured obligations of Anixter Inc.

5.625% Senior Notes Due 2019

On April 30, 2012, our primary operating subsidiary, Anixter Inc., completed the issuance of $350.0 million principal amount of Senior notes due 2019 ("Notes due 2019"). The Notes due 2019 were issued at a price that was 98.25% of par, which resulted in a discount related to underwriting fees of $6.1 million . Net proceeds from this offering were approximately $342.9 million after also deducting for approximately $1.0 million of deferred financing costs paid that are being amortized through maturity using the straight-line method. The discounts are reported on the Consolidated Balance Sheet as a reduction to the face amount of the Notes due 2019 and are being amortized to interest expense over the term of the related debt, using the effective interest method. The Notes due 2019 pay interest semi-annually at a rate of 5.625% per annum and will mature on May 1, 2019 . In addition, Anixter Inc. may at any time redeem some or all of the Notes due 2019 at a price equal to 100% of the principal amount plus a "make whole" premium. If Anixter Inc. and/or we experience certain kinds of changes of control, it must offer to repurchase all of the Notes due 2019 outstanding at 101% of the aggregate principal amount repurchased, plus accrued and unpaid interest. The proceeds were used by Anixter Inc. to repay amounts outstanding under the accounts receivable securitization facility, to repay certain borrowings under the 5-year senior unsecured revolving credit agreement, to provide additional liquidity for our maturing indebtedness and for general corporate purposes. Anixter International Inc. fully and unconditionally guarantees the Notes due 2019, which are unsecured obligations of Anixter Inc.

Accounts Receivable Securitization Program

Under our prior accounts receivable securitization program, we sold, on an ongoing basis without recourse, a portion of our accounts receivables originating in the U.S. to ARC, which was considered a wholly-owned, bankruptcy-remote variable interest entity ("VIE"). We had the authority to direct the activities of the VIE and, as a result, we concluded that we maintained control of the VIE, were the primary beneficiary (as defined by accounting guidance) and, therefore, consolidated the account balances of ARC. In connection with the new financing arrangements described above, on October 5, 2015 we terminated this accounts receivable securitization facility.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Short-term borrowings

We have borrowings under other bank revolving lines of credit totaling $3.5 million and $2.6 million at the end of fiscal 2016 and 2015, respectively. Our short-term borrowings have maturity dates within the next fiscal year. However, all of the borrowings at the end of fiscal 2016 have been classified as long-term at December 30, 2016, as we have the intent and ability to refinance the debt under existing long-term financing agreements.

Retirement of Debt

In connection with the new financing arrangements described above, on October 5, 2015, we terminated our $300.0 million accounts receivable securitization facility and $400.0 million (or the equivalent in euro) 5-year senior unsecured revolving credit agreement and repaid our borrowings under the $200.0 million term loan. Upon the termination of these facilities and repayment of the $200.0 million term loan, we incurred a $0.9 million loss on the extinguishment of debt in the fourth quarter of 2015, representing a write-off of a portion of unamortized deferred financing costs. The remaining unamortized deferred financing costs are being amortized through maturity of the new financing arrangements using the straight-line method.

In the first quarter of 2015, we retired our 5.95% Senior notes due 2015 upon maturity for $200.0 million . Available borrowings under existing long-term financing agreements were used to settle the maturity value.

In March 2009, our primary operating subsidiary, Anixter Inc., issued $200.0 million in principal of 10% Senior notes due 2014 ("Notes due 2014") which were priced at a discount to par that resulted in a yield to maturity of 12% . The Notes due 2014 paid interest semiannually at a rate of 10% per annum and matured on March 15, 2014 . During the first quarter of 2014, we retired the maturity value of $32.3 million with available borrowings under existing long-term financing agreements.

The retirement of debt did not have a significant impact on our Consolidated Statements of Income.

Fair Value of Debt

The fair value of our debt instruments is measured using observable market information which would be considered Level 2 in the fair value hierarchy described in accounting guidance on fair value measurements. Our fixed-rate debt consists of the Notes due 2023, Notes due 2021 and Notes due 2019.

At December 30, 2016 , our total carrying value and estimated fair value of debt outstanding was $1,378.8 million and $1,435.6 million , respectively. This compares to a carrying value and estimated fair value of debt outstanding at January 1, 2016 of $1,642.9 million and $1,669.5 million , respectively. The decrease in the carrying value and estimated fair value is primarily due to lower outstanding borrowings under our revolving lines of credit and partial repayment of our Canadian term loan.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Substantially all of our office and warehouse facilities are leased under operating leases. A certain number of these leases are long-term operating leases containing rent escalation clauses and expire at various dates through 2027 . Most operating leases entered into contain renewal options. The gross amount of assets recorded under capital leases was immaterial as of December 30, 2016 and January 1, 2016.

Minimum lease commitments under operating leases at December 30, 2016 are as follows:



(In millions)
2017	$	64.5
2018	57.8
2019	43.3
2020	33.9
2021	27.1
2022 and thereafter	43.1
Total	$	269.7

Total rental expense was $97.8 million , $78.0 million and $70.9 million in 2016, 2015 and 2014, respectively. Aggregate future minimum rentals to be received under non-cancelable subleases at December 30, 2016 were $6.8 million .

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 30, 2016, we had $44.7 million in outstanding letters of credit and guarantees.

From time to time, we are party to legal proceedings and matters that arise in the ordinary course of business. As of December 30, 2016 , we do not believe there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, our financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

NOTE 8. INCOME TAXES

Income Before Tax Expense : Domestic income before income taxes was $162.4 million , $167.3 million and $173.0 million for 2016, 2015 and 2014, respectively. Foreign income before income taxes was $35.1 million , $15.6 million and $76.6 million for fiscal years 2016, 2015 and 2014, respectively.

Tax Provisions and Reconciliation to the Statutory Rate : The components of our tax expense from continuing operations and the reconciliation to the statutory federal rate are identified below. Income tax expense was comprised of:



(In millions)	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015
Current:
Foreign	$	18.5		$	14.1		$	22.6
State	7.0			7.2			4.7
Federal	50.2			58.8			33.2
	75.7			80.1			60.5
Deferred:
Foreign	(2.8		)	7.1			(1.0		)
State	0.2			(0.7		)	3.3
Federal	3.3			(0.5		)	23.4
	0.7			5.9			25.7
Income tax expense	$	76.4		$	86.0		$	86.2

Reconciliations of income tax expense to the statutory corporate federal tax rate of 35% were as follows:



(In millions)	Years Ended
	December 30, 2016			January 1, 2016		January 2, 2015
Statutory tax expense	$	69.1		$	64.0	$	87.4
Increase (reduction) in taxes resulting from:
State income taxes, net	4.5			4.7		5.4
Foreign tax effects	1.8			6.3		1.2
Change in valuation allowance	1.6			9.3		(9.2		)
Other, net	(0.6		)	1.7		1.4
Income tax expense	$	76.4		$	86.0	$	86.2

Tax Payments : We made net payments for income taxes in 2016, 2015 and 2014 of $63.4 million , $103.5 million and $117.0 million , respectively.

Net Operating Losses : Anixter International Inc. and its U.S. subsidiaries file a U.S. federal corporate income tax return on a consolidated basis. There are no tax credit carryforwards for U.S. federal income tax purposes as of the balance sheet date.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At December 30, 2016, various of our foreign subsidiaries had aggregate cumulative net operating losses ("NOL") carryforwards for foreign income tax purposes of approximately $95.6 million which are subject to various provisions of each respective country. Approximately $80.4 million of the NOL carryforwards may be carried forward indefinitely. The remaining NOL carryforwards expire at various times between 2017 and 2026 .

Undistributed Earnings : As a result of our Board of Directors’ approval of the disposition of the Fasteners business during February 2015, we were no longer permanently reinvested with respect to the non-U.S. earnings of the Fasteners business, because, following the disposition, we intended to repatriate to the U.S. most of the net proceeds attributable to the sale of the non-U.S. Fasteners business via intercompany debt repayment, dividend or other means. Therefore, our 2015 results included, as a component of discontinued operations, $10.0 million of expense for U.S. federal and state, and foreign income taxes and withholding taxes related to this change in our reinvestment assertion.

The remaining undistributed earnings of our foreign subsidiaries amounted to approximately $656.0 million at December 30, 2016. We consider those earnings to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes or any withholding taxes has been recorded. Upon distribution of those earnings in the form of dividends or otherwise, we may be subject to both U.S. income taxes (subject to adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. With respect to the countries that have undistributed earnings as of December 30, 2016, according to the foreign laws and treaties in place at that time, estimated U.S. federal income tax of approximately $60.2 million and various foreign jurisdiction withholding taxes of approximately $31.3 million would be payable upon the remittance of all earnings at December 30, 2016.

Deferred Income Taxes : Significant components of our deferred tax assets (liabilities) included in "Other assets" and "Other liabilities" on the Consolidated Balance Sheets were as follows:



(In millions)	December 30, 2016			January 1, 2016
Deferred compensation and other postretirement benefits	46.9			36.0
Foreign NOL carryforwards and other	27.7			24.8
Accrued expenses and other	15.2			10.4
Inventory reserves	13.4			7.7
Unrealized foreign exchange	—			5.8
Allowance for doubtful accounts	11.1			10.2
Gross deferred tax assets	114.3			94.9
Property, equipment, intangibles and other	(107.1		)	(83.7		)
Gross deferred tax liabilities	(107.1		)	(83.7		)
Deferred tax assets, net of deferred tax liabilities	7.2			11.2
Valuation allowance	(20.7		)	(24.0		)
Net deferred tax liabilities	$	(13.5	)	$	(12.8	)

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Uncertain Tax Positions and Jurisdictions Subject to Examinations : A reconciliation of the beginning and ending amount of unrecognized tax benefits for fiscal 2014, 2015 and 2016 is as follows:



(In millions)
Balance at January 3, 2014	$	3.4
Additions for tax positions of prior years	0.4
Reductions for tax positions of prior years	(0.8		)
Balance at January 2, 2015	$	3.0
Additions for tax positions of prior years	0.4
Addition for Power Solutions acquisition	2.2
Reductions for tax positions of prior years	(0.3		)
Balance at January 1, 2016	$	5.3
Additions for tax positions of prior years	0.4
Reductions for tax positions of prior years	(0.7		)
Balance at December 30, 2016	$	5.0

Interest and penalties accrued for unrecognized tax benefits were $0.2 million in 2016 and 2015, and $0.3 million in 2014. In the fourth quarter of 2015, we acquired Power Solutions and brought forward the existing uncertain tax positions in the amount of $2.9 million of which $0.7 million is related to interest and penalties. The liability of the uncertain tax positions is fully indemnified and offset by a corresponding indemnification asset recorded on the balance sheet.

Excluding the fully indemnified unrecognized tax benefit balance mentioned above, we estimate that of the unrecognized tax benefit balance of $2.8 million , all of which would affect the effective tax rate, $0.3 million may be resolved in a manner that would impact the effective rate within the next twelve months. The reserves for uncertain tax positions, including interest and penalties, of $3.5 million cover a range of issues, including intercompany charges and withholding taxes, and involve various taxing jurisdictions.

Only the returns for fiscal tax years 2012 and later have not been examined by the Internal Revenue Service ("IRS") in the U.S., which is our most significant tax jurisdiction. For most states, fiscal tax years 2012 and later remain subject to examination. In Canada, the fiscal tax years 2012 and later are still subject to examination, while in the United Kingdom, the fiscal tax years 2015 and later remain subject to examination.

NOTE 9. PENSION PLANS, POST-RETIREMENT BENEFITS AND OTHER BENEFITS

Our defined benefit pension plans are the plans in the U.S., which consist of the Anixter Inc. Pension Plan, the Executive Benefit Plan and the Supplemental Executive Retirement Plan ("SERP") (together the "Domestic Plans") and various defined benefit pension plans covering employees of foreign subsidiaries in Canada and Europe (together the "Foreign Plans"). The majority of our defined benefit pension plans are non-contributory and cover substantially all full-time domestic employees and certain employees in other countries. Retirement benefits are provided based on compensation as defined in both the Domestic Plans and the Foreign Plans. Our policy is to fund all Domestic Plans as required by the Employee Retirement Income Security Act of 1974 ("ERISA") and the IRS and all Foreign Plans as required by applicable foreign laws. The Executive Benefit Plan and SERP are the only two plans that are unfunded. Assets in the various plans consist primarily of equity securities and fixed income investments.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The measurement date for all of our plans is December 31st. Accordingly, at the end of each fiscal year, we determine the discount rate to be used to discount the plan liabilities to their present value. The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate at the end of 2016, 2015 and 2014, we reviewed rates of return on relevant market indices (i.e., the Citigroup pension liability index and the Ryan ALM Above Median yield curves). At the end of 2016, 2015 and 2014, we concluded the Ryan ALM Above Median yield curves are more consistent with observable market conditions and industry standards for developing spot rate curves. These rates are adjusted to match the duration of the liabilities associated with the pension plans.

At December 30, 2016 and January 1, 2016, we determined the consolidated weighted-average discount rate of all plans to be 3.73% and 3.98% , respectively, and used these rates to measure the projected benefit obligation ("PBO") at the end of each respective fiscal year end. Due primarily to the purchase of annuities by our U.S. and Europe plans, the PBO decreased to $481.8 million at the end of fiscal 2016 from $516.1 million at the end of fiscal 2015. Our consolidated net unfunded status was $69.1 million at the end of fiscal 2016 compared to $69.9 million at the end of 2015.

A significant element in determining our net periodic benefit cost in accordance with U.S. GAAP is the expected return on plan assets. For 2016, we had assumed that the weighted-average expected long-term rate of return on plan assets would be 5.50% . This expected return on plan assets is included in the net periodic benefit cost for the fiscal year ended 2016. As a result of the combined effect of valuation changes in both the equity and bond markets, the plan assets produced an actual gain of approximately 11.9% and a loss of 1.9% in 2016 and 2015, respectively. The fair value of plan assets is $412.7 million at the end of fiscal 2016, compared to $446.2 million at the end of fiscal 2015. The difference between the expected return and the actual return on plan assets is amortized into expense over the service lives of the plan participants. These amounts are reflected on the balance sheet through charges to "Accumulated other comprehensive loss," a component of "Stockholders’ Equity" in the Consolidated Balance Sheets.

In the fourth quarter of 2015, we commenced settlement of the liabilities of one of our Europe pension plans. At that time, we entered into a buy-in policy with an insurance carrier for that plan. In the second quarter of 2016, we terminated the buy-in policy and entered into an agreement for issuance of a buy-out policy with the insurance carrier for the pension obligation. Accumulated other comprehensive losses of approximately $9.6 million (£ 6.9 million ) were realized as a result of the buy-out policy and are reflected in our Consolidated Statements of Comprehensive Income.

In the third quarter of 2015, we took two actions related to the Anixter Inc. Pension Plan in the U.S.. First, the plan was frozen to entrants first hired or rehired on or after July 1, 2015. Anixter Inc. will make an annual contribution to the Employee Savings Plan on behalf of each active participant who is first hired or rehired on or after July 1, 2015, or is not participating in the Anixter Inc. Pension Plan. The amount of the employer annual contribution to each active participant's account will be an amount determined by multiplying the participant's salary for the Plan year by either: (1) 2% if such participant's years of service as of August 1 of the Plan year is fewer than five, or (2) 2.5% if such participant's years of service as of August 1 of the Plan year is five or greater. This contribution is in lieu of being eligible for the Anixter Inc. Pension Plan. The total expense related to the amendment was $0.8 million . Second, we amended the Anixter Inc. Pension Plan in the U.S. to allow for terminated Fasteners employees to become immediately vested, if they were hired before February 12, 2015 and are not already fully vested. Furthermore, the amendment allows for employees who were terminated in connection with the sale of the Fastener business, the one-time option to receive a cash payout of their vested benefits. This resulted in $10.2 million of additional contributions paid by us using excess cash from operations to fund $10.2 million of payments. The funding of the cash payments did not result in a settlement charge as the amount did not exceed the service and interest costs of the plan in 2015.

All non-union domestic employees hired or rehired before July 1, 2015, earn a benefit under a personal retirement account (hypothetical account balance). Each year, a participant’s account receives a credit equal to 2% of the participant’s salary ( 2.5% if the participant’s years of service at August 1 of the plan year are 5 years or more). Active participants become fully vested in their hypothetical personal retirement account after 3 years of service. Interest earned on the credited amount is not credited to the personal retirement account but is contributed to the participant’s account in the Anixter Inc. Employee Savings Plan. The interest contribution equals the interest earned on the personal retirement account balance as of January 1 ^st in the Domestic Plan and is based on the 10-year Treasury note rate as of the last business day of December.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In 2014, we adopted new U.S. mortality tables for purposes of determining our mortality assumption used in the U.S. defined benefit plans' liability calculation. The new assumptions were based on the Society of Actuaries' recent mortality experience study and reflected future mortality improvements based on the Social Security's expectations. In 2015 and 2016, the Society of Actuaries released new mortality improvement projection scales. As a result, we again updated U.S. mortality improvement assumptions in 2015 and 2016 for purposes of determining our mortality assumption used in the U.S. defined benefit plans' liability calculation. For the 2016 year end, we moved to the Society of Actuaries mortality improvement scale for improvements beyond the measurement date. The updated U.S. mortality assumptions resulted in a decrease of $0.8 million and $1.9 million to the benefit obligation as of the end of 2016 and 2015, respectively, prior to reflecting the discount rate change.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Domestic Plans’ and Foreign Plans’ asset mixes as of December 30, 2016 and January 1, 2016 and our asset allocation guidelines for such plans are summarized as follows.



	Domestic Plans
	December 30, 2016		January 1, 2016		Allocation Guidelines
	December 30, 2016		January 1, 2016		Min		Target		Max
Large capitalization U.S. stocks	22.7	%	23.0	%	17	%	22	%	27	%
Small to mid capitalization U.S. stocks	29.1		27.1		20		30		40
Emerging market equity	10.0		7.6		5		10		15
Total equity securities	61.8		57.7				62
Fixed income investments	35.0		37.9		31		38		45
Cash equivalents	3.2		4.4		—		—		10
	100.0	%	100.0	%			100	%



	Foreign Plans
	December 30, 2016		Allocation
			Guidelines
			Target
Equity securities	61	%	60	%
Fixed income investments	29		30
Other investments	10		10
	100	%	100	%



	Foreign Plans
	January 1, 2016		Allocation
			Guidelines
			Target
Equity securities	43	%	44	%
Fixed income investments	22		22
Other investments	35		34
	100	%	100	%

The pension committees meet regularly to assess investment performance and reallocate assets that fall outside of its allocation guidelines. The variations between the allocation guidelines and actual asset allocations reflect relative performance differences in asset classes. From time to time, we periodically rebalance our asset portfolios to be in line with our allocation guidelines.

For 2016 and 2015, the U.S. investment policy guidelines were as follows:


•	Each asset class is actively managed by one investment manager


•	Each asset class may be invested in a commingled fund, mutual fund, or separately managed account


•	Investment in Exchange Traded Funds (ETFs) is permissible


•	Each manager is expected to be "fully invested" with minimal cash holdings


•	The use of options and futures is limited to covered hedges only


•	Each equity asset manager has a minimum number of individual company stocks that need to be held and there are restrictions on the total market value that can be invested in any one industry and the percentage that any one company can be of the portfolio total


•	The fixed income funds are diversified by issuer and industry, with maximum limits on investment in U.S. Treasuries and U.S. Government Agencies

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The investment policies for the Foreign plans are the responsibility of the various trustees. Generally, the investment policy guidelines are as follows:


•	Make sure that the obligations to the beneficiaries of the Plan can be met


•	Maintain funds at a level to meet the minimum funding requirements


•	The investment managers are expected to provide a return, within certain tracking tolerances, close to that of the relevant market’s indices

The expected long-term rate of return on both the Domestic and Foreign Plans’ assets reflects the average rate of earnings expected on the invested assets and future assets to be invested to provide for the benefits included in the projected benefit obligation. We use historic plan asset returns combined with current market conditions to estimate the rate of return. The expected rate of return on plan assets is a long-term assumption based on an analysis of historical and forward looking returns considering the respective plan’s actual and target asset mix. The weighted-average expected rate of return on plan assets used in the determination of net periodic pension cost for 2016 is 5.50% .

The following table sets forth the changes and the end of year components of "Accumulated other comprehensive loss" for the defined benefit plans:



(In millions)	December 30, 2016			January 1, 2016
Changes to Balance:
Beginning balance	$	112.5		$	106.8
Recognized prior service cost	4.0			9.1
Recognized transition obligation	(0.9		)	—
Recognized net actuarial gain	(14.8		)	(8.3		)
Prior service credit arising in current year	(2.2		)	(29.8		)
Net actuarial loss arising in current year	20.6			34.7
Ending balance	$	119.2		$	112.5



Components of Balance:
Prior service credit	$	(21.1	)	$	(25.0	)
Net actuarial loss	140.3			137.5
	$	119.2		$	112.5

Amounts in "Accumulated other comprehensive loss" expected to be recognized as components of net period pension cost in 2017 are as follows:



(In millions)
Amortization of prior service credit	$	(4.0	)
Amortization of actuarial loss	9.2
Total amortization expected	$	5.2

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following represents a reconciliation of the funded status of our pension plans from the beginning of fiscal 2015 to the end of fiscal 2016:



	Pension Benefits
	Domestic Plans						Foreign Plans						Total
(In millions)	2016			2015			2016			2015			2016			2015
Change in projected benefit obligation:
Beginning balance	$	250.1		$	277.4		$	266.0		$	278.6		$	516.1		$	556.0
Service cost	3.2			3.9			5.8			6.6			9.0			10.5
Interest cost	11.5			11.6			7.8			9.1			19.3			20.7
Actuarial (gain) loss	13.0			(24.3		)	43.0			4.0			56.0			(20.3		)
Lump sum settlement	—			(10.2		)	—			—			—			(10.2		)
Benefits paid from plan assets	(7.6		)	(7.3		)	(16.1		)	(7.5		)	(23.7		)	(14.8		)
Benefits paid from Company assets	(0.9		)	(0.8		)	—			—			(0.9		)	(0.8		)
Plan participants contributions	—			—			0.2			0.2			0.2			0.2
Foreign currency exchange rate changes	—			—			(26.5		)	(24.3		)	(26.5		)	(24.3		)
Impact due to curtailment	—			(0.5		)	—			(0.7		)	—			(1.2		)
Impact due to annuity purchase	(10.5		)	—			(57.2		)	—			(67.7		)	—
Special termination benefits	—			0.3			—			—			—			0.3
Ending balance	$	258.8		$	250.1		$	223.0		$	266.0		$	481.8		$	516.1
Change in plan assets at fair value:
Beginning balance	$	218.1		$	229.5		$	228.1		$	232.2		$	446.2		$	461.7
Actual return on plan assets	18.8			(13.0		)	32.1			4.6			50.9			(8.4		)
Company contributions to plan assets	19.5			19.1			9.5			18.6			29.0			37.7
Benefits paid from plan assets	(7.6		)	(17.5		)	(16.1		)	(7.5		)	(23.7		)	(25.0		)
Plan participants contributions	—			—			0.2			0.2			0.2			0.2
Purchase of annuity	(10.5		)	—			(57.2		)	—			(67.7		)	—
Foreign currency exchange rate changes	—			—			(22.2		)	(20.0		)	(22.2		)	(20.0		)
Ending balance	$	238.3		$	218.1		$	174.4		$	228.1		$	412.7		$	446.2
Reconciliation of funded status:
Projected benefit obligation	$	(258.8	)	$	(250.1	)	$	(223.0	)	$	(266.0	)	$	(481.8	)	$	(516.1	)
Plan assets at fair value	238.3			218.1			174.4			228.1			412.7			446.2
Funded status	$	(20.5	)	$	(32.0	)	$	(48.6	)	$	(37.9	)	$	(69.1	)	$	(69.9	)
Included in the 2016 and 2015 funded status is accrued benefit cost of approximately $16.8 million and $16.2 million, respectively, related to two non-qualified plans, which cannot be funded pursuant to tax regulations.
Noncurrent asset	$	—		$	—		$	0.3		$	0.3		$	0.3		$	0.3
Current liability	(0.9		)	(0.9		)	—			—			(0.9		)	(0.9		)
Noncurrent liability	(19.6		)	(31.1		)	(48.9		)	(38.2		)	(68.5		)	(69.3		)
Funded status	$	(20.5	)	$	(32.0	)	$	(48.6	)	$	(37.9	)	$	(69.1	)	$	(69.9	)
Weighted-average assumptions used for measurement of the projected benefit obligation:
Discount rate	4.36		%	4.65		%	2.99		%	3.35		%	3.73		%	3.98		%
Salary growth rate	4.63		%	4.60		%	3.01		%	3.08		%	3.73		%	3.75		%

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following represents the funded components of net periodic pension cost as reflected in our Consolidated Statements of Income and the weighted-average assumptions used to measure net periodic cost for the years ended December 30, 2016, January 1, 2016 and January 2, 2015:



	Pension Benefits
	Domestic Plans									Foreign Plans									Total
(In millions)	2016			2015			2014			2016			2015			2014			2016			2015			2014
Components of net periodic cost:
Service cost	$	4.7		$	5.2		$	4.8		$	5.9		$	6.6		$	5.9		$	10.6		$	11.8		$	10.7
Interest cost	11.5			11.6			10.8			7.8			9.1			10.6			19.3			20.7			21.4
Expected return on plan assets	(14.2		)	(15.1		)	(13.9		)	(9.4		)	(10.5		)	(12.5		)	(23.6		)	(25.6		)	(26.4		)
Net amortization	2.4			1.3			(2.2		)	2.5			2.9			1.1			4.9			4.2			(1.1		)
Settlement charge	—			—			—			9.6			—			—			9.6			—			—
Net periodic cost (benefit)	$	4.4		$	3.0		$	(0.5	)	$	16.4		$	8.1		$	5.1		$	20.8		$	11.1		$	4.6



Weighted-average assumption used to measure net periodic cost:
Discount rate	4.65	%	4.14	%	4.81	%	3.35	%	3.44	%	4.49	%	3.98	%	3.79	%	4.64	%
Expected return on plan assets	6.50	%	6.50	%	6.50	%	4.54	%	4.77	%	5.67	%	5.50	%	5.63	%	6.08	%
Salary growth rate	4.60	%	4.60	%	4.63	%	3.08	%	3.12	%	3.27	%	3.75	%	3.79	%	4.04	%

In connection with the disposition of the Fasteners business, we recognized a pension curtailment gain of $5.1 million related to the Anixter pension plan in the U.S. and special termination benefit costs of $0.3 million in 2015 in discontinued operations.

Fair Value Measurements

The following presents information about the Plan’s assets measured at fair value on a recurring basis at the end of fiscal 2016, and the valuation techniques used by the Plan to determine those fair values. The inputs used in the determination of these fair values are categorized according to the fair value hierarchy as being Level 1, Level 2 or Level 3.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access. The majority of our pension assets valued by Level 1 inputs are primarily comprised of Domestic equity which are traded actively on public exchanges and valued at quoted prices at the end of the fiscal year.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. The majority of our pension assets valued by Level 2 inputs are comprised of common/collective/pool funds (i.e., mutual funds). These assets are valued at their net asset values and considered observable inputs, or Level 2.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. The only pension assets valued by Level 3 inputs relate to the buy-in policy in connection with the Fasteners disposition.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Plan’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Disclosures concerning assets measured at fair value on a recurring basis at December 30, 2016 and January 1, 2016, which have been categorized under the fair value hierarchy for the Domestic and Foreign Plans by us are as follows:



	As of December 30, 2016
	Domestic Plans								Foreign Plans								Total
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset Categories:
Cash and short-term investments	$	7.5	$	—	$	—	$	7.5	$	0.6	$	—	$	—	$	0.6	$	8.1	$	—	$	—	$	8.1
Equity securities:
Domestic	123.5		—		—		123.5		—		43.2		—		43.2		123.5		43.2		—		166.7
International ^(a)	23.7		—		—		23.7		—		63.5		—		63.5		23.7		63.5		—		87.2
Fixed income securities:
Domestic	—		5.1		—		5.1		—		41.3		—		41.3		—		46.4		—		46.4
Corporate bonds	—		78.5		—		78.5		—		9.6		—		9.6		—		88.1		—		88.1
Insurance funds	—		—		—		—		—		16.0		—		16.0		—		16.0		—		16.0
Other	—		—		—		—		—		0.2		—		0.2		—		0.2		—		0.2
Total at December 30, 2016	$	154.7	$	83.6	$	—	$	238.3	$	0.6	$	173.8	$	—	$	174.4	$	155.3	$	257.4	$	—	$	412.7


(a)	Investment in funds outside the country where the pension plan originates is considered International.



	As of January 1, 2016
	Domestic Plans								Foreign Plans								Total
(In millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset Categories:
Cash and short-term investments	$	9.7	$	—	$	—	$	9.7	$	4.2	$	—	$	—	$	4.2	$	13.9	$	—	$	—	$	13.9
Equity securities:
Domestic	109.2		—		—		109.2		—		53.7		—		53.7		109.2		53.7		—		162.9
International ^(a)	16.6		—		—		16.6		—		44.6		—		44.6		16.6		44.6		—		61.2
Fixed income securities:
Domestic	—		2.9		—		2.9		—		41.1		—		41.1		—		44.0		—		44.0
Corporate bonds	—		79.7		—		79.7		—		9.8		—		9.8		—		89.5		—		89.5
Insurance funds	—		—		—		—		—		15.6		58.9		74.5		—		15.6		58.9		74.5
Other	—		—		—		—		—		0.2		—		0.2		—		0.2		—		0.2
Total at January 1, 2016	$	135.5	$	82.6	$	—	$	218.1	$	4.2	$	165.0	$	58.9	$	228.1	$	139.7	$	247.6	$	58.9	$	446.2


(a)	Investment in funds outside the country where the pension plan originates is considered International.

We had no level 3 assets in 2016. Changes in our Level 3 plan assets, which are included in operations, for the years ended December 30, 2016 and January 1, 2016 included:



(In millions)	January 1, 2016 Balance		Net purchases, Issuances and Settlements			December 30, 2016 Balance
Asset Categories:
Insurance funds	$	58.9	$	(58.9	)	$	—
Total Level 3 investments	$	58.9	$	(58.9	)	$	—

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



(In millions)	January 2, 2015 Balance		Net purchases, Issuances and Settlements		January 1, 2016 Balance
Asset Categories:
Insurance funds	$	—	$	58.9	$	58.9
Total Level 3 investments	$	—	$	58.9	$	58.9

We estimated future benefits payments are as follows at the end of 2016:



	Estimated Future Benefit Payments
(In millions)	Domestic		Foreign		Total
2017	$	9.0	$	4.0	$	13.0
2018	9.8		4.3		14.1
2019	10.8		4.4		15.2
2020	11.6		4.5		16.1
2021	12.3		4.8		17.1
2022-2026	72.4		31.2		103.6
Total	$	125.9	$	53.2	$	179.1

The accumulated benefit obligation in 2016 and 2015 was $256.4 million and $248.1 million , respectively, for the Domestic Plans and $192.9 million and $235.7 million , respectively, for the Foreign Plans. We had 10 plans in 2016 and 2015 where the accumulated benefit obligation was in excess of the fair value of plan assets. For pension plans with accumulated benefit obligations in excess of plan assets the aggregate pension accumulated benefit obligation was $390.2 million and $368.7 million for 2016 and 2015, respectively, and aggregate fair value of plan assets was $347.1 million and $324.7 million for 2016 and 2015, respectively.

We currently estimate that we will make contributions of approximately $9.0 million to our Domestic Plans and $7.5 million to our Foreign Plans in 2017. In addition, we estimate that we will make $0.9 million of benefit payments directly to participants of our two domestic unfunded non-qualified pension plans.

Defined Contribution Plan

Anixter Inc. adopted the Anixter Inc. Employee Savings Plan effective January 1, 1994. The Plan is a defined-contribution plan covering all of our non-union domestic employees. Participants are eligible and encouraged to enroll in the tax-deferred plan on their date of hire and are automatically enrolled approximately 60 days after their date of hire unless they opt out. The savings plan is subject to the provisions of ERISA.

In the third quarter of 2015, Anixter Inc. amended the Anixter Inc. Pension Plan in the U.S. whereby employees first hired or rehired on or after July 1, 2015 are no longer eligible to participate in the Anixter Inc. Pension Plan. Anixter Inc. will make an annual contribution to the Employee Savings Plan on behalf of each active participant who is first hired or rehired on or after July 1, 2015, or is not participating in the Anixter Inc. Pension Plan. The amount of the employer annual contribution to each active participant's account will be an amount determined by multiplying the participant's salary for the Plan year by either: (1) 2% if such participant's years of service as of August 1 of the Plan year is fewer than five , or (2) 2.5% if such participant's years of service as of August 1 of the Plan year is five years or greater. This contribution is in lieu of being eligible for the Anixter Inc. Pension Plan.

Effective January 1, 2014, we began matching contributions to equal 50% of a participant's contribution up to 5% of the participant's compensation. We also have certain foreign defined contribution plans. Our contributions to these plans are based upon various levels of employee participation and legal requirements. The total expense from continuing operations related to defined contribution plans was $12.2 million , $9.3 million and $9.2 million in 2016, 2015 and 2014, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Deferred Compensation Plan

A non-qualified deferred compensation plan was implemented on January 1, 1995. The plan permits selected employees to make pre-tax deferrals of salary and bonus. Interest is accrued monthly on the deferred compensation balances based on the average ten -year Treasury note rate for the previous three months times a factor of 1.4 , and the rate is further adjusted if certain of our financial goals are achieved. The plan provides for benefit payments upon retirement, death, disability, termination or other scheduled dates determined by the participant. At December 30, 2016, the deferred compensation liability included in "Accrued expenses" and "Other liabilities" on the Consolidated Balance Sheet was $4.9 million and $40.7 million , respectively. At January 1, 2016, the deferred compensation liability included in "Accrued expenses" and "Other liabilities" on the Consolidated Balance Sheet was $3.5 million and $42.9 million , respectively.

Concurrent with the implementation of the deferred compensation plan, we purchased variable, separate account life insurance policies on the plan participants with benefits accruing to us. To provide for the liabilities associated with the deferred compensation plan and an executive non-qualified defined benefit plan, fixed general account "increasing whole life" insurance policies were purchased on the lives of certain participants. Prior to 2006, we paid annual premiums on the above company-owned policies. The last premium was paid in 2005. Policy proceeds are payable to us upon the insured participant’s death. At December 30, 2016 and January 1, 2016, the cash surrender value of $35.9 million and $34.3 million , respectively, was recorded under this program and reflected in "Other assets" on the Consolidated Balance Sheets.

We have no other post-retirement benefits other than the pension and savings plans described herein.

NOTE 10. STOCKHOLDERS' EQUITY

Preferred Stock

We have the authority to issue 15.0 million shares of preferred stock, par value $1.00 per share, none of which were outstanding at the end of fiscal 2016 and 2015.

Common Stock

We have the authority to issue 100.0 million shares of common stock, par value $1.00 per share, of which 33.4 million shares and 33.3 million shares were outstanding at the end of fiscal 2016 and 2015, respectively.

Share Repurchases

We did not repurchase any shares during any of the periods presented in these Consolidated Financial Statements.

Stock-Based Compensation

At December 30, 2016, there were 1.2 million shares reserved for issuance under all incentive plans.

Restricted Stock Units and Performance Units

The grant-date value of the stock units is amortized and converted to outstanding shares of common stock on a one-for-one basis over a three , four or six -year vesting period from the date of grant based on the specific terms of the grant. Compensation expense, net of the reversal of costs associated with forfeitures, associated with the stock units was $13.7 million , $11.3 million and $10.2 million in 2016, 2015 and 2014, respectively.

During the first quarter of 2016, we initiated a performance-based restricted stock unit ("performance units") program that will vest in one-third tranches to be evaluated on the anniversary of the first, second and third performance cycles. Each evaluation period will be based on the achievement of our total shareholder return ("TSR") relative to the TSR of the S&P Mid Cap 400 index. The issuance of the vested shares will be on the final vesting date of year three. The granted units will be adjusted based on the specific payout percentage of the grant agreement. The fair value of each tranche related to the performance units were estimated at the grant date using the Monte Carlo Simulation pricing model.

Under the current stock incentive plans, we pay our non-employee directors annual retainer fees and, at their election, meeting fees in the form of stock units. Currently, these units are granted quarterly and vest immediately. Therefore, we include these units in our common stock outstanding on the date of vesting as the conditions for conversion are met. However, the actual issuance of shares related to all director units are deferred until a pre-arranged time selected by each director. Compensation expense associated with the director stock units was $2.3 million , $2.0 million and $1.9 million in 2016, 2015 and 2014, respectively.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The total fair value of stock units that vested was $12.0 million , $13.4 million and $11.7 million in 2016, 2015 and 2014, respectively.

The following table summarizes the activity under the director and employee stock unit plans:



(units in thousands)	Director Stock Units (a)		Weighted Average Grant Date Fair Value (b)		Employee Stock Units (c)		Weighted Average Grant Date Fair Value (b)
Outstanding balance at January 3, 2014	302.5		$	47.81	453.3		$	65.64
Granted	20.3		93.26		126.8		106.90
Converted	(39.5	)	45.82		(163.1	)	59.92
Canceled	—		—		(11.9	)	72.53
Outstanding balance at January 2, 2015	283.3		51.42		405.1		80.65
Granted	32.2		63.99		217.0		75.53
Converted	(7.7	)	59.56		(157.6	)	71.71
Canceled	—		—		(28.4	)	77.15
Outstanding balance at January 1, 2016	307.8		52.53		436.1		81.56
Granted	33.3		56.34		491.5		39.93
Converted	—		—		(125.2	)	80.58
Canceled	—		—		(75.0	)	55.89
Outstanding balance at December 30, 2016	341.1		$	52.90	727.4		$	56.25


(a)	All director units are considered convertible although each individual has elected to defer conversion until a pre-arranged time. This is because all stock units, including director units, are included in our common stock outstanding on the date of vesting as the conditions for conversion have been met.


(b)	Director and employee stock units are granted at no cost to the participants.


(c)	All employee stock units outstanding are not vested at year end and are expected to vest.

The weighted-average remaining contractual term for outstanding employee units is 2.3 years .

The aggregate intrinsic value of units converted into stock represents the total pre-tax intrinsic value (calculated using our stock price on the date of conversion multiplied by the number of units converted) that was received by unit holders. The aggregate intrinsic value of units converted into stock for 2016, 2015 and 2014 was $5.4 million , $12.8 million and $21.0 million , respectively.

The aggregate intrinsic value of units outstanding represents the total pre-tax intrinsic value (calculated using our closing stock price on the last trading day of the fiscal year multiplied by the number of units outstanding) that will be received by the unit recipients upon vesting. The aggregate intrinsic value of units outstanding for 2016, 2015 and 2014 was $79.9 million , $44.9 million and $60.7 million , respectively.

The aggregate intrinsic value of units convertible represents the total pre-tax intrinsic value (calculated using our closing stock price on the last trading day of the fiscal year multiplied by the number of units convertible) that would have been received by the unit holders. The aggregate intrinsic value of units convertible for 2016, 2015 and 2014 was $27.6 million , $18.6 million and $25.0 million , respectively.

Stock Options

Options previously granted under these plans have been granted with exercise prices at the fair market value of the common stock on the date of grant. All options expire ten years after the date of grant. These options were granted with vesting periods of four years representing the requisite service period based on the specific terms of the grant. We generally issue new shares to satisfy stock option exercises as opposed to adjusting treasury shares. The fair value of stock option grants is amortized over the respective vesting period representing the requisite service period. We did not grant any stock options to employees during 2016, 2015 or 2014.

Our compensation expense associated with the stock options in 2016, 2015 and 2014 was $0.5 million , $0.9 million and $1.3 million , respectively. The total fair value of stock options that vested was $1.0 million , $1.7 million and $1.7 million in 2016, 2015 and 2014, respectively.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table summarizes the activity under the employee option plans:



(options in thousands)	Employee Options		Weighted Average Exercise Price
Balance at January 3, 2014	695.4		$	47.93
Exercised	(162.4	)	44.40
Balance at January 2, 2015	533.0		$	49.00
Exercised	—		—
Balance at January 1, 2016	533.0		$	49.00
Exercised	(44.8	)	52.55
Balance at December 30, 2016	488.2		$	48.68
Options exercisable at year-end:
2014	405.6		$	44.65
2015	472.5		$	47.15
2016	468.4		$	48.00

The weighted-average remaining contractual term for options outstanding for 2016 was 4.2 years . The weighted-average remaining contractual term for options exercisable for 2016 was 4.1 years .

The aggregate intrinsic value of options exercised represents the total pre-tax intrinsic value (calculated as the difference between our stock price on the date of exercise and the exercise price, multiplied by the number of options exercised) that was received by the option holders. For 2015, there were no option exercises. The aggregate intrinsic value of options exercised for 2016 and 2014 was $1.0 million and $7.9 million , respectively.

The aggregate intrinsic value of options outstanding represents the total pre-tax intrinsic value (calculated as the difference between our closing stock price on the last trading day of each fiscal year and the weighted-average exercise price, multiplied by the number of options outstanding at the end of the fiscal year) that could be received by the option holders if such option holders exercised all options outstanding at fiscal year-end. The aggregate intrinsic value of options outstanding for 2016, 2015 and 2014 was $15.8 million , $ 19.6 million and $20.9 million respectively.

The aggregate intrinsic value of options exercisable represents the total pre-tax intrinsic value (calculated as the difference between our closing stock price on the last trading day of each fiscal year and the weighted-average exercise price, multiplied by the number of options exercisable at the end of the fiscal year) that would have been received by the option holders had all option holders elected to exercise the options at fiscal year-end. The aggregate intrinsic value of options exercisable for 2016, 2015 and 2014 was $15.5 million , $15.9 million and $17.7 million , respectively.

Summary of Non-Vested Shares

The following table summarizes the changes to the unvested shares:



(shares in thousands)	Non-vested Option Shares (a)		Weighted-average Grant Date Fair Value		Non-vested Performance Shares (a)		Weighted-average Grant Date Fair Value
Balance at January 1, 2016	60.5		$	26.18	—		—
Granted	—		—		85.8		$	21.53
Vested	(40.7	)	$	25.80	—		—
Canceled	—		—		(3.0	)	$	21.53
Balance at December 30, 2016	19.8		$	26.95	82.8		$	21.53


(a)	All non-vested stock options and performance units are expected to vest.

As of December 30, 2016, there was $17.4 million and $0.1 million of total unrecognized compensation cost related to non-vested stock units and options granted to employees, respectively, which is expected to be recognized over a weighted-average period of 1.5 years and 1.0 year , respectively.

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 11. BUSINESS SEGMENTS

We are a leading distributor of enterprise cabling and security solutions, electrical and electronic wire and cable products and utility power solutions. We have identified Network & Security Solutions ("NSS"), Electrical and Electronic Solutions ("EES") and Utility Power Solutions ("UPS") as reportable segments.

We incur corporate expenses to obtain and coordinate financing, tax, information technology, legal and other related services, certain of which were rebilled to subsidiaries. These corporate expenses were historically allocated to our business segments based primarily on projected sales and estimated use of time. A portion of these corporate expenses were reported in corporate as they historically had been allocated to the Fasteners segment but were not considered directly related to the discontinued operations. Beginning in the first quarter of 2016, we no longer allocate corporate expenses to our business segments. We also have various corporate assets which are reported in corporate. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets as such allocation is made for internal reporting. Interest expense and other non-operating items are not allocated to the segments or reviewed on a segment basis, except as previously discussed in Note 2. "Discontinued Operations." Intercompany transactions are not significant. No customer accounted for more than 2% of sales in 2016.

The categorization of net sales by end market is determined using a variety of data points including the technical characteristic of the product, the "sold to" customer information, the "ship to" customer information and the end customer product or application into which our product will be incorporated. We also have largely specialized our sales organization by segment. As data systems for capturing and tracking this data evolve and improve, the categorization of products by end market can vary over time. When this occurs, we reclassify net sales by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.

Segment Financial Information

Segment information for 2016, 2015 and 2014 are as follows:



2016	NSS		EES		UPS		Corporate (a)			Total
Net Sales	$	4,083.8	$	2,103.2	$	1,435.8	$	—		$	7,622.8
Operating income	275.8		97.5		56.7		(144.7		)	285.3
Depreciation	3.2		2.7		4.2		17.8			27.9
Amortization of intangible assets	14.1		8.5		15.0		—			37.6
Total assets	1,974.0		983.6		821.9		313.9			4,093.4
Capital expenditures	3.4		2.9		2.5		23.8			32.6



2015 (As revised)	NSS		EES (b)		UPS (b)		Corporate (a)			Total
Net Sales	$	3,968.2	$	1,816.5	$	405.8	$	—		$	6,190.5
Operating income	258.2		121.1		22.4		(133.9		)	267.8
Depreciation	3.6		1.4		1.2		16.0			22.2
Amortization of intangible assets	14.7		6.3		3.9		—			24.9
Total assets	1,902.8		1,071.4		813.4		350.6			4,138.2
Capital expenditures	3.0		1.0		0.8		21.9			26.7

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)



2014 (As revised)	NSS (c)		EES		UPS		Corporate (a)			Total
Net Sales	$	3,526.0	$	1,911.1	$	69.9	$	—		$	5,507.0
Operating income	261.1		162.5		10.9		(124.4		)	310.1
Depreciation	3.0		1.2		—		15.8			20.0
Amortization of intangible assets	4.9		5.7		—		—			10.6
Total assets	1,863.7		972.4		—		337.8			3,173.9
Capital expenditures	2.6		1.3		—		30.3			34.2


(a)	Corporate "Total assets" primarily consists of cash and cash equivalents, deferred tax assets, and corporate fixed assets.


(b)	At the beginning of the fourth quarter of 2015, we acquired Power Solutions which is reported in both the EES and UPS business segments. For further information, see Note 3. "Business Combinations" .


(c)	At the end of the third quarter of 2014, we acquired Tri-Ed which is reported in the NSS business segments. For further information, see Note 3. "Business Combinations" .

Net sales and operating income included in the tables above in our UPS segment were previously reported in our EES segment prior to the Power Solutions acquisition on October 5, 2015. Operating results were restated for the years ended January 1, 2016 and January 2, 2015 due to change in composition of our reportable segments in the first quarter of 2016.

The items impacting operating income by segment in 2016, 2015 and 2014 are reflected in the tables below. All other items impacted consolidated results only and were not allocated to segments.



	Year Ended December 30, 2016
(In millions)	NSS			EES			UPS			Corporate			Total
Amortization of intangible assets	$	(14.1	)	$	(8.5	)	$	(15.0	)	$	—		$	(37.6	)
UK pension settlement	—			—			—			(9.6		)	(9.6		)
Restructuring charge	(1.7		)	(1.3		)	(2.1		)	(0.3		)	(5.4		)
Acquisition and integration costs	—			—			(0.3		)	(4.8		)	(5.1		)
Latin America bad debt provision	(3.9		)	(3.7		)	—			—			(7.6		)
Total of items impacting operating income	$	(19.7	)	$	(13.5	)	$	(17.4	)	$	(14.7	)	$	(65.3	)



	Year Ended January 1, 2016
(In millions)	NSS			EES			UPS			Corporate			Total
Amortization of intangible assets	$	(14.7	)	$	(6.3	)	$	(3.9	)	$	—		$	(24.9	)
UK pension settlement	—			—			—			(0.4		)	(0.4		)
Restructuring charge	(2.4		)	(3.2		)	(0.1		)	(2.5		)	(8.2		)
Acquisition and integration costs	—			—			(0.2		)	(13.0		)	(13.2		)
Write-off of capitalized software	—			—			—			(3.1		)	(3.1		)
Latin America bad debt provision	(10.7		)	(1.0		)	—			—			(11.7		)
Dilapidation provision	—			—			—			(1.7		)	(1.7		)
Total of items impacting operating income	$	(27.8	)	$	(10.5	)	$	(4.2	)	$	(20.7	)	$	(63.2	)



	Year Ended January 2, 2015
(In millions)	NSS			EES			UPS		Corporate		Total
Amortization of intangible assets	$	(4.9	)	$	(5.7	)	$	—	$	—	$	(10.6	)
Acquisition and integration costs	(7.0		)	(0.2		)	—		—		(7.2		)
Total of items impacting operating income	$	(11.9	)	$	(5.9	)	$	—	$	—	$	(17.8	)

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Geographic Information

We attribute foreign sales based on the location of the customer purchasing the product. In North America (U.S. and Canada), sales in the U.S. were $5,613.6 million , $4,137.9 million and $3,287.4 million in 2016, 2015 and 2014, respectively. Canadian sales were $771.0 million , $691.3 million and $751.8 million in 2016, 2015 and 2014, respectively. No other individual foreign country’s net sales within EMEA (Europe, Middle East and Africa) or the Emerging Markets (Asia Pacific and Latin America) were material in 2016, 2015 and 2014. Our tangible long-lived assets primarily consist of $121.0 million of property and equipment in the U.S. No other individual foreign country’s tangible long-lived assets are material to us.

The following table summarizes net sales, total assets and property and equipment by geographic areas for the years ended December 30, 2016, January 1, 2016 and January 2, 2015:



	Years Ended
(In millions)	December 30, 2016				January 1, 2016				January 2, 2015
Sales	Net Sales		% of Total Net Sales		Net Sales		% of Total Net Sales		Net Sales		% of Total Net Sales
North America	$	6,384.6	83.8	%	$	4,829.2	78.0	%	$	4,039.2	73.3	%
EMEA	570.1		7.4	%	601.9		9.7	%	648.5		11.8	%
Emerging Markets	668.1		8.8	%	759.4		12.3	%	819.3		14.9	%
Net sales	$	7,622.8	100.0	%	$	6,190.5	100.0	%	$	5,507.0	100.0	%



(In millions)	December 30, 2016		January 1, 2016
Total assets
North America	$	3,376.8	$	3,371.2
EMEA	224.9		252.9
Emerging Markets	491.7		514.1
Total assets	$	4,093.4	$	4,138.2



(In millions)	December 30, 2016		January 1, 2016
Net property and equipment
North America	$	126.0	$	115.7
EMEA	8.1		9.9
Emerging Markets	6.2		6.2
Net property and equipment	$	140.3	$	131.8

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Goodwill Assigned to Segments

The following table presents the changes in goodwill allocated to our reporting units from January 2, 2015 to December 30, 2016 :



(In millions)	NSS			EES			UPS			Total
Balance as of January 2, 2015	$	403.4		$	178.9		$	—		$	582.3
Acquisition related ^(a)	(1.3		)	34.7			155.3			$	188.7
Foreign currency translation	(8.8		)	(1.7		)	(4.0		)	$	(14.5	)
Balance as of January 1, 2016	$	393.3		$	211.9		$	151.3		$	756.5
Acquisition related ^(b)	(0.5		)	0.7			4.3			4.5
Reassignment of goodwill	11.2			(31.8		)	20.6			—
Foreign currency translation	1.0			0.2			2.4			3.6
Balance as of December 30, 2016	$	405.0		$	181.0		$	178.6		$	764.6


(a)	At the beginning of the fourth quarter of 2015, we acquired the equity interest of certain subsidiaries of HD Supply, Inc. and certain assets that comprise Power Solutions in exchange for $829.4 million (net of cash and outstanding checks of $11.7 million ).


(b)	In the first, second and third quarters of 2016, we recorded an immaterial increase in goodwill primarily related to determining the fair value of inventory and fixed assets relating to the Power Solutions acquisition.

NOTE 12. SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC.

Anixter International Inc. guarantees, fully and unconditionally, substantially all of the debt of our subsidiaries, which include Anixter Inc., our 100% owned primary operating subsidiary. We have no independent assets or operations and all subsidiaries other than Anixter Inc. are minor. The following summarizes the financial information for Anixter Inc.:

ANIXTER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



(In millions)	December 30, 2016		January 1, 2016
Assets:
Current assets	$	2,688.3	$	2,727.2
Property, equipment and capital leases, net	148.4		141.1
Goodwill	764.6		756.5
Intangible assets, net	415.4		453.8
Other assets	84.8		72.1
	$	4,101.5	$	4,150.7
Liabilities and Stockholders' Equity:
Current liabilities	$	1,264.9	$	1,156.8
Subordinated notes payable to parent	0.7		—
Long-term debt	1,390.1		1,655.6
Other liabilities	156.8		161.1
Stockholder’s equity	1,289.0		1,177.2
	$	4,101.5	$	4,150.7

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ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

ANIXTER INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Twelve Months Ended
(In millions)	December 30, 2016			January 1, 2016		January 2, 2015
Net sales	$	7,622.8		$	6,190.5	$	5,507.0
Operating income	$	291.6		$	273.8	$	316.0
Income from continuing operations before income taxes	$	202.6		$	187.9	$	254.3
Net (loss) income from discontinued operations	$	(0.6	)	$	30.7	$	31.4
Net income	$	123.8		$	130.7	$	197.7
Comprehensive income	$	103.4		$	38.2	$	86.3

NOTE 13. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a summary of the unaudited interim results of operations and the price range of the common stock composite for each quarter in the years ended December 30, 2016 and January 1, 2016 . On June 1, 2015, we closed the sale of the Fasteners business, as described in Note 2. "Discontinued Operations" . The operating results of the Fasteners business for fiscal year 2015 are presented as "discontinued operations" in our Consolidated Financial Statements. We have never paid ordinary cash dividends on our common stock. As of February 15, 2017 , we had 1,761 shareholders of record.



(In millions, except per share amounts)
Year ended December 30, 2016	First Quarter ^(a)			Second Quarter ^(b)			Third Quarter ^(c)		Fourth Quarter ^(d)
Net sales	$	1,816.2		$	1,955.7		$	1,956.3	$	1,894.6
Cost of goods sold	1,445.4			1,562.3			1,559.6		1,507.5
Operating income	60.3			56.7			87.3		81.0
Income from continuing operations before income taxes	37.4			36.1			65.4		58.6
Net income from continuing operations	23.2			20.8			40.3		36.8
Net (loss) income from discontinued operations	(0.4		)	(0.3		)	0.1		—
Net income	$	22.8		$	20.5		$	40.4	$	36.8
Income per share:
Basic:
Continuing operations	$	0.70		$	0.62		$	1.21	$	1.10
Discontinued operations	$	(0.01	)	$	(0.01	)	$	—	$	—
Net income	$	0.69		$	0.61		$	1.21	$	1.10
Diluted:
Continuing operations	$	0.70		$	0.62		$	1.20	$	1.09
Discontinued operations	$	(0.02	)	$	(0.01	)	$	0.01	$	—
Net income	$	0.68		$	0.61		$	1.21	$	1.09
Common stock price (NYSE symbol: AXE):
High	$	60.10		$	63.49		$	65.96	$	84.05
Low	$	37.60		$	49.29		$	51.50	$	58.99
Close	$	52.48		$	54.09		$	64.50	$	81.05


(a)	In the first quarter of 2016, "Operating income" includes $9.7 million of intangible asset amortization expense and $2.2 million of acquisition and integration costs.


(b)	In the second quarter of 2016, "Operating income" includes $9.5 million of intangible asset amortization expense, $9.6 million related to a settlement of pension obligations in the UK, $7.6 million of Latin America bad debt provision, $5.6 million of restructuring charges, and $1.4 million of acquisition and integration costs.


(c)	In the third quarter of 2016, "Operating income" includes $9.4 million of intangible asset amortization expense, $0.7 million of acquisition and integration costs, and a restructuring charge reversal of $0.2 million .

Table of Contents

ANIXTER INTERNATIONAL INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


(d)	In the fourth quarter of 2016, "Operating income" includes $9.0 million of intangible asset amortization expense and $0.8 million of acquisition and integration costs.



(In millions, except per share amounts)
Year ended January 1, 2016	First Quarter ^(a)			Second Quarter ^(b)		Third Quarter ^(c)			Fourth Quarter ^(d)
Net sales	$	1,385.1		$	1,480.4	$	1,489.2		$	1,835.8
Cost of goods sold	1,075.8			1,151.5		1,158.3			1,464.4
Operating income	59.3			64.5		78.2			65.8
Income from continuing operations before income taxes	41.1			48.3		56.9			36.6
Net income from continuing operations	26.5			29.5		35.4			5.5
Net (loss) income from discontinued operations	(7.4		)	41.9		(2.9		)	(0.9		)
Net income	$	19.1		$	71.4	$	32.5		$	4.6
Income (loss) per share:
Basic:
Continuing operations	$	0.80		$	0.89	$	1.06		$	0.17
Discontinued operations	$	(0.22	)	$	1.26	$	(0.09	)	$	(0.03	)
Net income	$	0.58		$	2.15	$	0.97		$	0.14
Diluted:
Continuing operations	$	0.79		$	0.88	$	1.06		$	0.17
Discontinued operations	$	(0.22	)	$	1.26	$	(0.09	)	$	(0.03	)
Net income	$	0.57		$	2.14	$	0.97		$	0.14
Common stock price (NYSE symbol: AXE):
High	$	88.11		$	78.68	$	69.15		$	70.29
Low	$	73.34		$	63.91	$	55.71		$	57.74
Close	$	76.75		$	64.16	$	57.73		$	60.39


(a)	In the first quarter of 2015, we recorded intangible asset amortization expense of $5.1 million and foreign exchange losses due to the devaluation of the Venezuelan bolivar of $0.7 million .

(b)

In the second quarter of 2015, "Operating income" includes $19.3 million of expense, which includes $5.2 million of intangible asset amortization expense, $5.3 million of restructuring charges, a write-off of capitalized software of $3.1 million that has no ongoing economic benefit to continuing operations, $2.6 million of assets write-off in Latin America, a $1.7 million dilapidation provision related to our leasehold properties, acquisition and integration costs of $1.0 million and $0.4 million related to pension divestiture costs.


(c)	In the third quarter of 2015, "Operating income" includes $5.0 million of intangible asset amortization expense and $8.1 million of acquisition and integration costs related to the Power Solutions acquisition. For further information, see Note 3. "Business Combinations" .

(d)

In the fourth quarter of 2015, "Operating income" includes $9.6 million of intangible asset amortization expense, $9.1 million of assets write-off in Latin America, $2.9 million of restructuring charges, and $4.1 million of acquisition and integration costs related to the Power Solutions acquisition. For further information, see Note 3. "Business Combinations" . "Income from continuing operations before income taxes" includes foreign exchange losses of $2.9 million due to the devaluation of the Argentine peso, a $0.9 million loss on the extinguishment of debt and $0.3 million of additional interest expense due to the write-off of deferred financing costs on the early payment of debt, as described in Note 6. "Debt" .

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of December 30, 2016 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based on this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the evaluation under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 30, 2016 .

Ernst & Young LLP, an independent registered public accounting firm, has audited our Consolidated Financial Statements and our internal control over financial reporting. The Ernst & Young LLP reports are included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of Anixter International Inc.:

We have audited Anixter International Inc.’s (the Company) internal control over financial reporting as of December 30, 2016 , based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Anixter International Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We 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 effective 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 effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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 effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Anixter International Inc. maintained, in all material respects, effective internal control over financial reporting as of December 30, 2016 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Anixter International Inc. as of December 30, 2016 and January 1, 2016 , and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 30, 2016 , and our report dated February 23, 2017 , expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP

Chicago, Illinois
February 23, 2017

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

See Registrant’s Proxy Statement for the 2017 Annual Meeting of Stockholders — "Election of Directors," "Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance." Our Global Business Ethics and Conduct Policy and changes or waivers, if any, related thereto are located on our website at http://www.anixter.com/ethics.

Information regarding executive officers is included as a supplemental item at the end of Part I of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

See Registrant’s Proxy Statement for the 2017 Annual Meeting of Stockholders — "Report of the Compensation Committee," "Compensation Discussion and Analysis," "Executive Compensation" and "Non-Employee Director Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

See Registrant’s Proxy Statement for the 2017 Annual Meeting of Stockholders — "Security Ownership of Management," "Security Ownership of Principal Stockholders" and "Equity Compensation Plan Information."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

See Registrant’s Proxy Statement for the 2017 Annual Meeting of the Stockholders — "Certain Relationships and Related Transactions" and "Corporate Governance."

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

See Registrant’s Proxy Statement for the 2017 Annual Meeting of Stockholders — "Independent Registered Public Accounting Firm and their Fees."

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Index to Consolidated Financial Statements, Financial Statement Schedules and Exhibits.

(1) Financial Statements.

The following Consolidated Financial Statements of Anixter International Inc. and Report of Independent Registered Public Accounting Firm are filed as part of this report.



		Page
Report of Independent Registered Public Accounting Firm		37
Consolidated Statements of Income for the years ended December 30, 2016, January 1, 2016 and January 2, 2015		38
Consolidated Statements of Comprehensive Income for the years ended December 30, 2016, January 1, 2016 and January 2, 2015		39
Consolidated Balance Sheets at December 30, 2016 and January 1, 2016		40
Consolidated Statements of Cash Flows for the years ended December 30, 2016, January 1, 2016 and January 2, 2015		41
Consolidated Statements of Stockholders’ Equity for the years ended December 30, 2016, January 1, 2016 and January 2, 2015		42
Notes to the Consolidated Financial Statements		43

(2) Financial Statement Schedules.

The following financial statement schedules of Anixter International Inc. are filed as part of this report and should be read in conjunction with the Consolidated Financial Statements of Anixter International Inc.:



		Page
I. Condensed financial information of registrant		89
II. Valuation and qualifying accounts and reserves		93

All other schedules are omitted because they are not required, are not applicable, or the required information is shown in the Consolidated Financial Statements or notes thereto.

(3) Exhibit List.

Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*).



Exhibit No.		Description of Exhibit
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession.

2.1		Purchase Agreement, dated July 15, 2015, by and among HD Supply, Inc., HD Supply Holdings, LLC, HD Supply GP & Management, Inc., HD Supply Power Solutions Group, Inc., Brafasco Holdings II, Inc. and Anixter Inc. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on July 17, 2015, Exhibit 2.1).

(3) Articles of Incorporation and by-laws.

3.1		Restated Certificate of Incorporation of Anixter International Inc., filed with the Secretary of the State of Delaware on September 29, 1987 and Certificate of Amendment thereof, filed with the Secretary of Delaware on August 31, 1995 (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 3.1).



Exhibit No.		Description of Exhibit
3.2		Amended and Restated By-laws of Anixter International Inc. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on February 24, 2012, Exhibit 3.1).

(4) Instruments defining the rights of security holders, including indentures.

4.1		Indenture by and among Anixter Inc., Anixter International Inc. and Wells Fargo Bank, National Association, as Trustee, dated as of April 30, 2012, with respect to Debt Securities and Guarantees. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on April 30, 2012, Exhibit 4.1).

4.2		First Supplemental Indenture by and among Anixter Inc., Anixter International Inc. and Wells Fargo Bank, National Association, as Trustee, dated as of April 30, 2012, with respect to 5.625% Senior Notes due 2019. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on April 30, 2012, Exhibit 4.2).

4.3		Second Supplemental Indenture by and among Anixter Inc., Anixter International Inc. and Wells Fargo Bank, National Association, as Trustee, dated as of September 23, 2014, with respect to 5.125% Senior Notes due 2021. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on September 23, 2014, Exhibit 4.1).

4.4		Indenture by and among Anixter Inc., Anixter International Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, with respect to Debt Securities and Guarantees dated September 6, 1996. (Incorporated by reference to Exhibit 4.1 to the Anixter International Inc. Registration Statement on Form S-3, file number 333-121428).

4.5		First Supplemental Indenture by and among Anixter Inc., Anixter International Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, with respect to Debt Securities and Guarantees dated as of February 24, 2005. (Incorporated by reference to Exhibit 99.3 to the Anixter International Inc. Current Report on Form 8-K filed February 25, 2005, file number 001-10212).

4.6		Indenture by and among Anixter Inc., Anixter International Inc. and Wells Fargo Bank, National Association, as Trustee, dated as of August 18, 2015, with respect to 5.50% Senior Notes due 2023 (including Form of Note). (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on August 18, 2015, Exhibit 4.1).

4.7		Registration Rights Agreement by and among Anixter International Inc., Anixter Inc., and Wells Fargo Securities, LLC, dated August 18, 2015. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed August 28, 2015, Exhibit 4.2)

(10) Material contracts.

10.1		Purchase Agreement between Mesirow Realty Sale-Leaseback, Inc. ("Buyer") and Anixter-Real Estate, Inc., a subsidiary of the Company ("Seller"). (Incorporated by reference from Anixter International Inc., Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2004, Exhibit 10.1).

10.2*		Anixter International Inc. 1989 Employee Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Registration Statement on Form S-8, file number 33-38364).

10.3*		Anixter International Inc. 1998 Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Registration Statement on Form S-8, file number 333-56935, Exhibit 4a).

10.4*		Company’s Key Executive Equity Plan, as amended and restated July 16, 1992. (Incorporated by reference from Itel Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit 10.8).

10.5*		Company’s Director Stock Option Plan. (Incorporated by reference from Itel Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991, Exhibit 10.24).



Exhibit No.		Description of Exhibit
10.6*		Form of Stock Option Agreement. (Incorporated by reference from Itel Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Exhibit 10.24).

10.7*		Form of Anixter International Inc. Stock Option Agreement (Revised for grants made to certain employees on or after March 1, 2010). (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2010, Exhibit 10.1).

10.8*		Form of Indemnity Agreement with all directors and officers. (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2009, Exhibit 10.2).

10.9*		Anixter International Inc. 1996 Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.26).

10.10*		Stock Option Terms. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.27).

10.11*		Stock Option Terms. (Effective February 17, 2010). (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended January 1, 2010, Exhibit 10.12).

10.12*		Anixter Inc. Amended and Restated Excess Benefit Plan, effective January 1, 2014. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended January 2, 2015, Exhibit 10.12).

10.13*		Forms of Anixter Stock Option, Stockholder Agreement and Stock Option Plan. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 1995, Exhibit 10.29).

10.14*		Anixter Inc. Deferred Compensation Plan, 2015 Restatement, effective July 1, 2015.

10.15*		(a) Anixter International Inc. 2006 Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Form 10-Q for the quarterly period ended June 30, 2006, Exhibit 10.1).

		(b) First Amendment to the Anixter International Inc. 2006 Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on September 10, 2014, Exhibit 10.1).

10.16*		(a) Anixter International Inc. 2010 Stock Incentive Plan. (Incorporated by reference to pages A-1 through A-3 of the Company’s Proxy Statement filed on April 8, 2010).

		(b) First Amendment to the Anixter International Inc. 2010 Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on September 10, 2014, Exhibit 10.2).

		(c) Second Amendment to the Anixter International Inc. 2010 Stock Plan. (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q filed on July 28, 2015, Exhibit 10.1).

10.17*		Anixter International Inc. Management Incentive Plan effective May 20, 2004. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 2004, Exhibit 10.15).



Exhibit No.		Description of Exhibit
10.18*		(a) Anixter International Inc. 2001 Stock Incentive Plan. (Incorporated by reference from Anixter International Inc. Registration Statement on Form S-8, file number 333-103270, Exhibit 4a).

		(b) First Amendment to the Anixter International Inc. 2001 Stock Incentive Plan effective May 20, 2004. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended December 31, 2004, Exhibit 10.18).

10.19*		Form of Anixter International Inc. Restricted Stock Unit Grant Agreement. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended January 2, 2009, Exhibit 10.19).

10.20*		Form of Anixter International Inc. Restricted Stock Unit Grant Agreement. (Revised for grants made to certain employees on or after March 1, 2010). (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2010, Exhibit 10.2).

10.21*		Anixter Inc. Amended and Restated Supplemental Executive Retirement Plan with Robert W. Grubbs and Dennis J. Letham, dated January 1, 2009. (Incorporated by reference from Anixter International Inc. Annual Report on Form 10-K for the year ended January 2, 2009, Exhibit 10.20).

10.22*		Employment Agreement with Robert W. Grubbs, dated January 1, 2006. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on January 5, 2006, Exhibit 10.1).

10.23*		Separation Agreement with Robert W. Grubbs, Jr., dated May 13, 2008. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on May 19, 2008, Exhibit 10.1).

10.24		(a) Five-Year Revolving Credit Agreement dated April 8, 2011 among Anixter Inc., Wells Fargo Bank, National Association, as Administrative Agent, and other banks named therein. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on April 14, 2011, Exhibit 10.1).

		(b) First Amendment, dated as of November 7, 2013, to its Five-Year Revolving Credit Agreement, dated as of April 8, 2011, among Anixter Inc., the Borrowing Subsidiaries party thereto, the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on November 8, 2013, Exhibit 10.1).

		(c) Second Amendment and Incremental Facility Agreement dated August 27, 2014 to Five-Year Revolving Credit Agreement dated April 8, 2011, among Anixter Inc., Wells Fargo Bank, National Association, as Administrative Agent, and other banks named therein. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on August 28, 2014, Exhibit 10.1).

		(d) Fourth Amendment, dated as of August 4, 2015, to the Five-Year Revolving Credit Agreement, dated as of April 8, 2011, among Anixter Inc., the Borrowing Subsidiaries party thereto, the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on August 6, 2015, Exhibit 10.3).

10.25		(a) Second Amended and Restated Receivable Sale Agreement dated May 31, 2011 between Anixter Inc., as Seller, and Anixter Receivables Corporation, as Buyer. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on June 2, 2011, Exhibit 10.1).

		(b) Amendment No. 1 to Second Amended and Restated Receivable Sale Agreement dated May 31, 2012 between Anixter Inc., as Originator and Anixter Receivables Corporation, as Buyer. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on June 1, 2012, Exhibit 10.1).

10.26		Third Amended And Restated Receivables Sale Agreement dated as of October 5, 2015 between Anixter Inc., as the Seller, and Anixter Receivables Corporation, as the Buyer. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on October 8, 2015, Exhibit 10.2).



Exhibit No.		Description of Exhibit
10.27		(a) Second Amended and Restated Receivable Purchase Agreement dated May 31, 2011 among Anixter Receivables Corporation, as Seller, Anixter Inc., as Servicer, Falcon Asset Securitization Company LLC and Three Pillars Funding LLC, as Conduits, the Financial Institution party thereto, JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., as Managing Agents and JPMorgan Chase, N.A., as Agent. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on June 2, 2011, Exhibit 10.2).

		(b) Amendment No. 1 to Second Amended and Restated Receivable Purchase Agreement dated May 31, 2012 among Anixter Receivables Corporation, as Seller, Anixter Inc., as the initial Servicer, each financial institution party thereto as a Financial Institution, Chariot Funding LLC (successor by merger to Falcon Asset Securitization Company LLC) and Three Pillars Funding LLC, as Conduits, SunTrust Robinson Humphrey, Inc. and JPMorgan Chase Bank, N.A. ("J.P. Morgan"), as Managing Agents, and J.P. Morgan, as Agent for the Purchasers. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on June 1, 2012, Exhibit 10.2).

		(c) Amendment No. 2 to Second Amended and Restated Receivables Purchase Agreement, dated as of May 30, 2014, among Anixter Receivables Corporation, as Seller, Anixter Inc., as the initial Servicer, each financial institution party thereto as a Financial Institution, Chariot Funding LLC (successor by merger to Falcon Asset Securitization Company LLC), as a conduit, SunTrust Robinson Humphrey, Inc. and JPMorgan Chase Bank, N.A. ("J.P. Morgan"), as managing agents, and J.P. Morgan, as agent for the Purchasers. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on June 5, 2014, Exhibit 10.1).

		(d) Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement, dated as of August 27, 2014, among Anixter Receivables Corporation, as Seller, Anixter Inc., as the initial Servicer, each financial institution party thereto as a Financial Institution, Chariot Funding LLC (successor by merger to Falcon Asset Securitization Company LLC), as a conduit, SunTrust Robinson Humphrey, Inc. and JPMorgan Chase Bank, N.A. ("J.P. Morgan"), as managing agents, and J.P. Morgan, as agent for the Purchasers. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on August 28, 2014, Exhibit 10.2).

		(e) Amendment No. 5, dated as of August 4, 2015, to the Second Amended and Restated Receivables Purchase Agreement, among Anixter Receivables Corporation, as Seller, Anixter Inc., as Servicer, the Financial Institutions party thereto, Chariot Funding LLC (successor by merger to Falcon Asset Securitization Company LLC), as a conduit, SunTrust Robinson Humphrey, Inc. and JPMorgan Chase Bank, N.A. (“J.P. Morgan”), as Managing Agents, and J.P. Morgan, as Agent for the Purchasers. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on August 6, 2015, Exhibit 10.2).

10.28*		Anixter International Inc. 2014 Management Incentive Plan. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on May 29, 2014, Exhibit 10.1).

10.29*		Anixter International Inc. Change in Control Severance Agreement. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on September 10, 2014, Exhibit 10.3).

10.30		Stock Purchase Agreement by and among Tri-NVS Holdings, LLC, Tri-Northern Acquisitions Holdings, LLC and Anixter Inc. (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q for the quarterly period ended October 3, 2014, Exhibit 10.1).

10.31		(a) Asset Purchase Agreement, by and between AIP/Fasteners LLC and Anixter Inc., dated February 11, 2015. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on February 13, 2015, Exhibit 10.1).

		(b) Amendment No. 1 to Asset Purchase Agreement, by and between AIP/Fasteners LLC and Anixter Inc., dated February 11, 2015. (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q filed on April 28, 2015, Exhibit 10.1).

		(c) Amendment No. 2 to Asset Purchase Agreement, by and between Optimas OE Solutions, LLC (formerly AIP/Fasteners LLC) and Anixter Inc., dated June 1, 2015. (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q filed on October 27, 2015, Exhibit 10.1).



Exhibit No.		Description of Exhibit
		(d) Amendment No. 3 to Asset Purchase Agreement, by and between Optimas OE Solutions, LLC (formerly AIP/Fasteners LLC) and Anixter Inc., dated August 21, 2015. (Incorporated by reference from Anixter International Inc. Quarterly Report on Form 10-Q filed on October 27, 2015, Exhibit 10.2)

10.32		Consulting agreement dated June 11, 2015 between Anixter Inc. and Giulio Berardesca. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on June 15, 2015, Exhibit 10.1).

10.33		Purchase Agreement among Anixter Inc., Anixter International Inc. and Wells Fargo Securities, LLC, dated August 4, 2015. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on August 6, 2015, Exhibit 10.1).

10.34		(a) Credit Agreement (Receivables Facility), dated as of October 5, 2015, by and among Anixter Inc. and the other borrowers party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on October 8, 2015, Exhibit 10.1).

		(b) Waiver and First Amendment to Receivables Facility Loan Documents, dated as of September 19, 2016, by and among Anixter Receivables Corporation, Anixter Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.

10.35		(a) Credit Agreement (Inventory Facility), dated as of October 5, 2015, by and among Anixter Inc. and the other borrowers party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on October 8, 2015, Exhibit 10.3).

		(b) First Amendment to Inventory Facility Loan Documents, dated as of September 19, 2016, by and among Anixter Inc. and the other borrowers party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto.

10.36		Credit Agreement, dated as of October 5, 2015, by and among Anixter Canada, Inc. and Tri-Ed ULC, as borrowers, Anixter Mid Holdings B.V., as guarantor, The Bank of Nova Scotia, as Administrative Agent, and The Bank of Nova Scotia and Bank of America, N.A., Canada Branch, as lenders. (Incorporated by reference from Anixter International Inc. Current Report on Form 8-K filed on October 8, 2015, Exhibit 10.4).

10.37		Form of Anixter International Inc. Performance Unit Grant Agreement. (Incorporated by reference from Anixter International Inc. Current Report on Form 10-Q filed on April 26, 2016, Exhibit 10.1)

(21) Subsidiaries of the Registrant.

21.1		List of Subsidiaries of the Registrant.

(23) Consents of experts and counsel.

23.1		Consent of Independent Registered Public Accounting Firm.

(24) Power of attorney.

24.1		Power of Attorney executed by Lord James Blyth, Frederic F. Brace, Linda Walker Bynoe, Robert J. Eck, Robert W. Grubbs, F. Philip Handy, Melvyn N. Klein, George Muñoz, Stuart M. Sloan, Scott R. Peppet and Samuel Zell.



Exhibit No.		Description of Exhibit
(31) Rule 13a — 14(a) /15d — 14(a) Certifications.

31.1		Robert J. Eck, President and Chief Executive Officer, Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Theodore A. Dosch, Executive Vice President-Finance and Chief Financial Officer, Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32) Section 1350 Certifications.

32.1		Robert J. Eck, President and Chief Executive Officer, Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



32.2		Theodore A. Dosch, Executive Vice President-Finance and Chief Financial Officer, Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(101) Extensible Business Reporting Language.

101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

** Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income for fiscal years ended December 30, 2016 , January 1, 2016 and January 2, 2015 , (ii) the Consolidated Balance Sheets at December 30, 2016 and January 1, 2016 , (iii) the Consolidated Statements of Cash Flows for fiscal years ended December 30, 2016 , January 1, 2016 and January 2, 2015 , (iv) the Consolidated Statements of Stockholders’ Equity for fiscal years ended December 30, 2016 , January 1, 2016 and January 2, 2015 , and (v) Notes to Consolidated Financial Statements for fiscal year ended December 30, 2016 .

Copies of other instruments defining the rights of holders of our long-term debt and our subsidiaries not filed pursuant to Item 601(b)(4)(iii) of Regulation S-K and omitted copies of attachments to plans and material contracts will be furnished to the Securities and Exchange Commission upon request.

References made to Anixter International Inc. and Itel Corporation filings can be found at Commission File Number 001-10212.

ANIXTER INTERNATIONAL INC.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ANIXTER INTERNATIONAL INC. (PARENT COMPANY)

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Years Ended
(In millions)	December 30, 2016			January 1, 2016			January 2, 2015
Operating loss	$	(5.0	)	$	(4.8	)	$	(4.4	)
Other income:
Interest income, including intercompany	5.7			5.0			4.8
Income before income taxes and equity in earnings of subsidiaries	0.7			0.2			0.4
Income tax expense	0.2			0.2			0.1
Income before equity in earnings of subsidiaries	0.5			—			0.3
Equity in earnings of subsidiaries	120.0			127.6			194.5
Net income	$	120.5		$	127.6		$	194.8
Comprehensive income	$	100.1		$	35.1		$	83.4

See accompanying note to the condensed financial information of registrant.

ANIXTER INTERNATIONAL INC.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ANIXTER INTERNATIONAL INC. (PARENT COMPANY)

BALANCE SHEETS



(In millions)	December 30, 2016			January 1, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	0.2		$	0.1
Other assets	0.1			0.6
Total current assets	0.3			0.7
Other assets (primarily investment in and advances to subsidiaries)	1,294.2			1,181.8
	$	1,294.5		$	1,182.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses, due currently	$	0.5		$	0.7
Other non-current liabilities	1.8			2.4
Total liabilities	2.3			3.1
Stockholders’ equity:
Common stock	33.4			33.3
Capital surplus	261.8			249.2
Retained earnings	1,247.9			1,127.4
Accumulated other comprehensive loss	(250.9		)	(230.5		)
Total stockholders’ equity	1,292.2			1,179.4
	$	1,294.5		$	1,182.5

See accompanying note to the condensed financial information of registrant.

ANIXTER INTERNATIONAL INC.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

ANIXTER INTERNATIONAL INC. (PARENT COMPANY)

STATEMENTS OF CASH FLOWS



	Years Ended
	December 30, 2016			January 1, 2016			January 2, 2015
(In millions)
Operating activities:
Net income	$	120.5		$	127.6		$	194.8
Adjustments to reconcile net income to net cash used in operating activities:
Equity in earnings of subsidiaries	(120.0		)	(127.6		)	(194.5		)
Dividend from subsidiary	4.8			6.9			2.4
Stock-based compensation	2.3			2.0			1.9
Income tax expense	0.2			0.2			0.1
Intercompany transactions	(9.3		)	(9.3		)	(9.8		)
Changes in assets and liabilities, net	0.5			(0.1		)	—
Net cash used in operating activities	(1.0		)	(0.3		)	(5.1		)
Investing activities:	—			—			—
Financing activities:
Proceeds from stock options exercised	2.4			—			7.2
Loans from (to) subsidiaries, net	(0.7		)	1.5			(0.5		)
Other, net	(0.6		)	(1.1		)	(1.7		)
Net cash provided by financing activities	1.1			0.4			5.0
Increase (decrease) in cash and cash equivalents	0.1			0.1			(0.1		)
Cash and cash equivalents at beginning of period	0.1			—			0.1
Cash and cash equivalents at end of period	$	0.2		$	0.1		$	—

See accompanying note to the condensed financial information of registrant.

Note A — Basis of Presentation

In the parent company condensed financial statements, our investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. Our share of net income of our unconsolidated subsidiaries is included in consolidated income using the equity method. The parent company financial statements should be read in conjunction with our Consolidated Financial Statements. See Note 6. "Debt" in the notes to the Consolidated Financial Statements for details on dividend restrictions from Anixter Inc. to the parent company.

ANIXTER INTERNATIONAL INC.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Years ended December 30, 2016 , January 1, 2016 and January 2, 2015



(In millions)	Balance at beginning of the period		Charged to income			Charged to other accounts			Deductions			Balance at end of the period
Description
Year ended December 30, 2016:
Allowance for doubtful accounts	$	37.5	$	20.1		$	(3.8	)	$	(10.2	)	$	43.6
Allowance for deferred tax asset	$	24.0	$	1.6		$	(4.9	)	$	—		$	20.7
Year ended January 1, 2016:
Allowance for doubtful accounts	$	27.0	$	25.8		$	(5.1	)	$	(10.2	)	$	37.5
Allowance for deferred tax asset	$	11.9	$	12.9		$	(0.8	)	$	—		$	24.0
Year ended January 2, 2015:
Allowance for doubtful accounts	$	16.3	$	11.4		$	12.2		$	(12.9	)	$	27.0
Allowance for deferred tax asset	$	21.9	$	(9.2	)	$	(0.8	)	$	—		$	11.9

Table of Contents

ANIXTER INTERNATIONAL INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glenview, State of Illinois, on February 23, 2017 .



	ANIXTER INTERNATIONAL INC.
	By:	/s/ Theodore A. Dosch
		Theodore A. Dosch
		Executive Vice President-Finance and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



/s/ Robert J. Eck	President and Chief Executive Officer (Principal Executive Officer)	February 23, 2017
Robert J. Eck		February 23, 2017

/s/ Theodore A. Dosch	Executive Vice President — Finance (Principal Financial Officer)	February 23, 2017
Theodore A. Dosch		February 23, 2017

/s/ Ilaria Mocciaro	Senior Vice President — Controller (Principal Accounting Officer)	February 23, 2017
Ilaria Mocciaro		February 23, 2017

/s/ Lord James Blyth*	Director	February 23, 2017
Lord James Blyth	Director	February 23, 2017

/s/ Frederic F. Brace*	Director	February 23, 2017
Frederic F. Brace	Director	February 23, 2017

/s/ Linda Walker Bynoe*	Director	February 23, 2017
Linda Walker Bynoe	Director	February 23, 2017

/s/ Robert J. Eck	Director	February 23, 2017
Robert J. Eck	Director	February 23, 2017

/s/ Robert W. Grubbs*	Director	February 23, 2017
Robert W. Grubbs	Director	February 23, 2017

/s/ F. Philip Handy*	Director	February 23, 2017
F. Philip Handy	Director	February 23, 2017

/s/ Melvyn N. Klein*	Director	February 23, 2017
Melvyn N. Klein	Director	February 23, 2017

/s/ George Muñoz*	Director	February 23, 2017
George Muñoz	Director	February 23, 2017

/s/ Scott R. Peppet*	Director	February 23, 2017
Scott R. Peppet	Director	February 23, 2017

/s/ Valarie L. Sheppard*	Director	February 23, 2017
Valarie L. Sheppard	Director	February 23, 2017

/s/ Stuart M. Sloan*	Director	February 23, 2017
Stuart M. Sloan	Director	February 23, 2017

/s/ Samuel Zell*	Director	February 23, 2017
Samuel Zell	Director	February 23, 2017



*By	/s/ Theodore A. Dosch
	Theodore A. Dosch (Attorney in fact) Theodore A. Dosch, as attorney in fact for each person indicated

Exhibit 10.14

ANIXTER INC.

DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE JULY 1, 2015

Table of Contents

Page



ARTICLE 1	PURPOSE; EFFECTIVE DATE	1
1.1	Purpose	1
1.2	Effective Date	1
ARTICLE 2	DEFINITIONS	1
2.1	Account	1
2.2	Affiliate	1
2.3	Beneficiary	1
2.4	Board	1
2.5	Bonus	1
2.6	Code	2
2.7	Committee	2
2.8	Company	2
2.9	Compensation	2
2.10	Deferral Commitment	2
2.11	Deferral Period	2
2.12	Determination Date	2
2.13	Disability	2
2.14	Earnings	3
2.15	Earnings Rate	3
2.16	ERISA	3
2.17	Financial Hardship	3
2.18	Key Employee	3
2.19	Participant	3
2.20	Participating Employer	3
2.21	Participation Agreement	4
2.22	Performance-Based Enhancement	4
2.23	Person	4
2.24	Plan	4
2.25	Qualified 401(k) Plan	4
2.26	Retirement	4
2.27	Salary	4
2.28	Settlement Date	4
2.29	Separation from Service	4
2.30	Supplemental Matching Contribution	5
2.31	Supplemental Personal Retirement Contribution	5
2.32	Supplemental Transition Contribution	5
2.33	Valuation Date	5
ARTICLE 3	ELIGIBILITY AND DEFERRAL COMMITMENTS	5
3.1	Eligibility and Participation	5
3.2	Deferral Commitment	5
3.3	Modification of Deferral Commitment	6

Table of Contents

Page



ARTICLE 4	DEFERRED COMPENSATION ACCOUNTS	6
4.1	Accounts	6
4.2	Supplemental Matching Contribution	7
4.3	Supplemental Transition Contribution	7
4.4	Supplemental Personal Retirement Contribution	7
4.5	Determination of Accounts	7
4.6	Vesting of Accounts	8
4.7	Tax Withholding	8
4.8	Statement of Account	8
ARTICLE 5	PLAN BENEFITS	9
5.1	Payments to Key Employees	9
5.2	Retirement Benefit	9
5.3	Disability Benefit	11
5.4	Separation from Service Prior to Retirement Benefit	12
5.5	Death Benefit	13
5.6	Small Accounts	14
5.7	Withholding on Benefit Payments	15
5.8	Payment to Guardian	15
ARTICLE 6	OTHER DISTRIBUTIONS	15
6.1	Early Withdrawals	15
6.2	Financial Hardship Distributions	16
6.3	Accelerated Distribution	16
ARTICLE 7	BENEFICIARY DESIGNATION	17
7.1	Beneficiary Designation	17
7.2	Changing Beneficiary	17
7.3	No Beneficiary Designation	17
7.4	Effect of Payment	18
ARTICLE 8	ADMINISTRATION	18
8.1	Committee; Duties	18
8.2	Agents	18
8.3	Binding Effect of Decisions	18
8.4	Indemnity of Committee	18
ARTICLE 9	CLAIMS PROCEDURE	18
9.1	Claim	18
9.2	Initial Claim Review	18
9.3	Review of Claim	19
ARTICLE 10	AMENDMENT AND TERMINATION OF THE PLAN	20
10.1	Amendment	20
10.2	Participating Employer’s Right to Withdraw	20
10.3	Plan Termination	20

Table of Contents

Page



ARTICLE 11	MISCELLANEOUS	22
11.1	Unfunded Plan	22
11.2	Unsecured General Creditor	22
11.3	Trust Fund	23
11.4	Nonassignability	23
11.5	Compliance with Internal Revenue Code Section 409A	23
11.6	Not a Contract of Employment	23
11.7	Protective Provisions	23
11.8	Governing Law	23
11.9	Validity	24
11.1	Notice	24
11.1	Successors	24

ANIXTER INC.

DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED EFFECTIVE JULY 1, 2015

ARTICLE 1

PURPOSE; EFFECTIVE DATE

1.1 Purpose . Anixter Inc. (the “Company”) has adopted this Deferred Compensation Plan (the “Plan”) to provide, in a tax-efficient manner, supplemental funds for retirement or death for certain employees of the Company and Participating Employers. It is intended that the Plan will aid in attracting and retaining employees of exceptional ability by providing them with this benefit.

1.2 Effective Date . The Plan, effective as of January 1, 1995, was previously amended and restated effective January 1, 1999, January 1, 2005 and January 1, 2014 and is now further amended and restated effective July 1, 2015. The Plan benefits of any Participant whose employment terminated prior to July 1, 2015 shall be governed by the terms of the Plan in effect on the date of such termination.

ARTICLE 2

DEFINITIONS

Whenever used in this document, the following terms shall have the meanings indicated, unless a contrary or different meaning is expressly provided:

2.1 Account . “Account” means the record or records maintained by a Participating Employer for each Participant in accordance with Article 4 with respect to any deferral of Compensation and other contributions made pursuant to this Plan.

2.2 Affiliate . “Affiliate” means with respect to any Person, any entity controlled by, under the control of, under common control with such Person within the meaning of the Securities Exchange Act of 1934.

2.3 Beneficiary . “Beneficiary” means the Person entitled under Article 7 to receive any Plan benefits payable after a Participant’s death.

2.4 Board . “Board” means the Board of Directors of the Company.

2.5 Bonus . “Bonus” means the remuneration earned by a Participant for the performance of services for a Participating Employer during a Deferral Period, including amounts thereof deferred under an agreement entered into pursuant to either Code Section 125 or Code Section 401(k), regular performance bonus amounts (including commissions), but excluding base and overtime pay, car allowances, cost of living allowances, other extraordinary payments and any amounts received under a stock option, phantom stock option or similar long-term incentive plan.

2.6 Code . “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations and other guidance promulgated thereunder.

2.7 Committee . “Committee” means the Anixter Inc. Employee Benefits Administrative Committee which is appointed by the Board to administer the Plan pursuant to Article 8.

2.8 Company . “Company” means Anixter Inc., a Delaware corporation, and its successors and assigns.

2.9 Compensation . “Compensation” means the Salary and Bonuses payable by a Participating Employer to the Participant for the performance of services, determined before reduction for amounts deferred under this Plan.

2.10 Deferral Commitment . “Deferral Commitment” means an election to defer Compensation and the corresponding distribution election, made by a Participant pursuant to Articles 3, 5 and 6, and for which a Participation Agreement has been submitted by the Participant to the Committee.

2.11 Deferral Period . “Deferral Period” means the calendar year in which Compensation is earned by a Participant.

2.12 Determination Date . “Determination Date” means the last day of each calendar month.

2.13 Disability . With respect to Accounts that are accrued and vested as of December 31, 2004, including Earnings thereon after such date, “Disability” and/or “Disabled” means a physical or mental condition which, in the opinion of the Committee, prevents the Participant from satisfactorily performing the Participant’s usual duties for a Participating Employer. The Committee shall determine the existence of the Disability and may rely on advice from a medical examiner, medical reports, and other evidence satisfactory to the Committee in making the determination.

With respect to Accounts accrued or vested after December 31, 2004, including Earnings thereon after that date, “Disability” and/or “Disabled” means the Participant is:

(a) Unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(b) By reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participating Employer; or

2.14 Earnings . “Earnings” means the amount of growth that is credited to an Account on each Determination Date in a calendar year based on the Earnings Rate. Earnings shall be calculated as set forth in Appendix A.

2.15 Earnings Rate . “Earnings Rate” means a rate equal to the nominal annual yield of the average of the 10 year Treasury Note yield for the three months of the previous quarter, as published by the Federal Reserve Board (or any substantially similar index selected by the Board), times 140%.

2.16 ERISA . “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.17 Financial Hardship . “Financial Hardship” means a severe financial hardship to the Participant or the Beneficiary resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or of a dependent of the Participant or Beneficiary, loss of the Participant’s or Beneficiary’s property due to casualty, or other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary. Financial Hardship shall be determined by the Committee on the basis of information supplied by the Participant or Beneficiary in accordance with the standards set forth by the Committee.

2.18 Key Employee . “Key Employee” means an individual who was one of the 50 highest-paid management employees of the Company (which for this purpose shall include Participating Employers) on the basis of compensation recorded in Box 5 of the individual’s Form W-2 for the Plan year ending prior to the date of determination.

2.19 Participant . “Participant” means an eligible employee under Article 3 who (a) has elected to defer Compensation for a Deferral Period under this Plan or (b) if not described in (a), (I) is a Participant in the Qualified 401(k) Plan entitled to receive a one-time Transition Contribution in 2014 pursuant to Section 4.3(c) of the Qualified 401(k) Plan and had Salary for 2013 (as defined in Section 1.38(a) of the Anixter Inc. Pension Plan) in excess of $255,000 or (II) is a Participant in the Qualified 401(k) Plan and entitled to receive a Personal Retirement Contribution pursuant to Section 4.3(d) of the Qualified 401(k) Plan for a Plan Year or portion thereof. An eligible employee described in (b)(I) shall become a Participant only for purposes of the Supplemental Transition Contribution described in Section 4.3 of the Plan, and an eligible employee described in (b)(II) shall become a Participant only for purposes of the Supplemental Personal Retirement Contribution described in Section 4.4 of the Plan.

2.20 Participating Employer . “Participating Employer” means the Company and any subsidiary or Affiliate of the Company designated by the Board as a Participating Employer under the Plan, as long as such designation has become effective and continues in effect. The designation as a Participating Employer shall become effective only upon the acceptance of such designation and the formal adoption of the Plan by a Participating Employer. A Participating Employer may revoke its acceptance of designation as a Participating Employer at any time, but until it makes such revocation, all of the provisions of this Plan and any amendments thereto shall apply to the Participants and Beneficiaries of the Participating Employer.

2.21 Participation Agreement . “Participation Agreement” means the agreement, whether in writing or electronically transmitted, submitted by a Participant to the Committee pursuant to Article 3 prior to the beginning of a Deferral Period for which a Deferral Commitment is made.

2.22 Performance-Based Enhancement . “Performance-Based Enhancement” means up to two percentage points per year in additional Earnings if the Company attains certain quarterly performance goals, which goals and the amount of additional Earnings to be credited for the achievement thereof, shall be established by the Board from time to time and credited at the end of each calendar quarter. A Participant must be employed by a Participating Employer for at least one-half of the quarter to be eligible to receive a Performance-Based Enhancement for that quarter. Performance-Based Enhancement shall be calculated as set forth in Appendix A.

2.23 Person . “Person” means any individual or any trust, corporation, partnership, limited liability company, limited liability partnership, or other entity.

2.24 Plan . “Plan” means this Anixter Inc. Deferred Compensation Plan as amended from time to time.

2.25 Qualified 401(k) Plan . “Qualified 401(k) Plan” means the Anixter Inc. Employee Savings Plan, or any successor defined contribution plan maintained by the Company that qualifies under Code Section 401(a).

2.26 Retirement . “Retirement” means a Participant’s Separation from Service on or after the Participant’s attainment of age 55.

2.27 Salary . “Salary” means except as described in Sections 4.3 and 4.4 of the Plan, the base remuneration and overtime earned by a Participant for the performance of services for a Participating Employer during a Deferral Period, including amounts thereof deferred under an agreement entered into pursuant to Code Section 125 or Code Section 401(k), but excluding regular performance bonus amounts (including commissions), car allowances, cost of living allowances, other extraordinary payments and any amounts received under a stock option, phantom stock option or similar long-term incentive plan.

2.28 Settlement Date . “Settlement Date” means the first day of a month in which a lump-sum payment and/or the first of a series of installment payments is made with respect to a Participant’s Plan Account.

2.29 Separation from Service . “Separation from Service” means the Participant’s “termination of employment” with all Participating Employers and any affiliated or subsidiary entity of such Participating Employers that is considered to be part of a controlled group with the Company pursuant to Code Section 414(b) or (c), except that in applying Code Section 1563 “fifty percent” shall be substituted for “eighty percent” (herein referred to as the “controlled group”). Whether a “termination of employment” has occurred is determined based on whether the facts and circumstances indicate that the Participating Employer and the Participant reasonably anticipate that no further services will be performed for any member of the controlled group after a certain date or that the level of bona fide services the Participant will perform after such date (whether as

an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36 months (or the full period of services to all members of the controlled group if the Participant has been providing services to the Participating Employer for less than 36 months).

2.30 Supplemental Matching Contribution . “Supplemental Matching Contribution” means the contribution described in Section 4.2 of the Plan.

2.31 Supplemental Personal Retirement Contribution . “Supplemental Personal Retirement Contribution” means the contribution described in Section 4.4 of the Plan.

2.32 Supplemental Transition Contribution . “Supplemental Transition Contribution” means the contribution described in Section 4.3 of the Plan.

2.33 Valuation Date . “Valuation Date” means the last day of the month coincident with or following the date of a Participant’s Separation from Service, Disability or death.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Qualified 401(k) Plan.

ARTICLE 3

ELIGIBILITY AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation . Each employee designated by a Participating Employer as an eligible employee and approved by the Board shall be entitled to participate in the Plan. The Participating Employer may designate, and the Board may approve, an employee as eligible to participate in the Plan only with respect to certain Plan contributions. If a designated employee is eligible only for the Supplemental Transition Contribution described in Section 4.3 or the Supplemental Personal Retirement Contribution described in Section 4.4, Plan references to eligible employee and Participant that are not in connection with the Supplemental Transition Contribution or Supplemental Personal Retirement Contribution, as applicable, shall not extend to any such designated employee.

3.2 Deferral Commitment .

(a) Participation . An eligible employee may elect to participate in the Plan and make a Deferral Commitment with respect to any Deferral Period by submitting a Participation Agreement to the Committee by the last day of the taxable year immediately preceding the Deferral Period for which the Deferral Commitment is made.

(b) Part-Year Participation . If an employee first becomes eligible to participate after the commencement of a Deferral Period, a Participation Agreement may be submitted to the Committee within 30 days following the date he becomes eligible to participate in the Plan. The Participation Agreement shall be effective only with regard to Compensation earned following such submission. If an employee who ceased to be eligible to participate in the Plan subsequently becomes eligible

to again participate in the Plan, the employee cannot make a Deferral Commitment or execute a Participation Agreement until his period of ineligibility is at least 24 months. An employee who has satisfied this period of ineligibility may submit a Participation Agreement to the Committee within 30 days following the date he again becomes eligible to participate in the Plan. The Participation Agreement shall be effective only with regard to Compensation earned following such submission.

(c) Election by Participant . A Participant may make a Deferral Commitment of a certain percentage, not to exceed 50%, of Salary and/or a certain percentage, not to exceed 100%, of any Bonus earned during a Deferral Period. An election may also be stated as a specified dollar amount of Salary and/or Bonus. If at the time a Participant makes a Deferral Commitment he is a party to a repayment arrangement with the Company pursuant to which amounts are withheld from Salary and/or Bonus, the amount of his Deferral Commitment shall be based on Salary or Bonus as adjusted pursuant to such arrangement, and if a Participant becomes a party to such an arrangement after he makes a Deferral Commitment, the amount of his Deferral Commitment shall be based on Salary or Bonus prior to adjustment pursuant to such arrangement. The Deferral Commitment shall also include an election as to the form and/or time of payment as described in Section 5.2(c) and Section 5.3(b) and (c).

(d) Minimum Deferral Election . Effective January 1, 2017, the minimum Deferral Commitment with respect to Salary and/or Bonus shall be $5,200 if the Participant elects a stated dollar amount, or five percent if a percent of Salary and/or Bonus is elected, per Deferral Period. These minimums apply separately to each of the Salary and Bonus elections. Prior to January 1, 2017, the minimum Deferral Commitment with respect to Salary and/or Bonus was $2,400 or three percent per Deferral Period.

(e) Termination of Deferral Commitment . Upon a Participant’s Separation from Service, all Deferral Commitments for the current Deferral Period shall be null and void and no further Compensation shall be credited to the Participant’s Account.

3.3 Modification of Deferral Commitment . A Deferral Commitment shall be irrevocable except that a Participant’s Deferral Commitment may be cancelled by the Committee, in its sole discretion, only in the event a Participant suffers a Financial Hardship. The Participant shall not be eligible to make another Deferral Commitment until the Deferral Period that commences at least 12 months after the date the Deferral Commitment is modified.

ARTICLE 4

DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts . For record-keeping purposes only, the Participating Employer shall maintain an Account for each Participant who makes a Deferral Commitment in any Deferral Period. Amounts credited in each Deferral Period shall be maintained in separate accounts. The combined values of the separate accounts for each Participant shall constitute an Account.

4.2 Supplemental Matching Contribution . If a Participant defers into the Qualified 401(k) Plan the maximum elective percentage that the Participating Employer matches under Code Section 401(m) in each payroll period during a Deferral Period and is employed by any Participating Employer on December 31 of such Deferral Period, the Participating Employer shall credit a Supplemental Matching Contribution as of the January 1 following such Deferral Period to the Participant’s Account equal to any Matching Contribution that would have been credited to the Participant’s Qualified 401(k) Plan but for the Participant’s participation in this Plan.

4.3 Supplemental Transition Contribution . If a Participant received a one-time Transition Contribution in 2014 pursuant to Section 4.3(c) of the Qualified 401(k) Plan, the Participating Employer credited such Participant’s Account with a Supplemental Transition Contribution as of the date the Transition Contribution was made to the Qualified 401(k) Plan, in an amount equal to (a) minus (b):

(a) The Transition Contribution that would have been made under the Qualified 401(k) Plan if the Participant’s Salary (as defined in Section 1.38(a) of the Anixter Inc. Pension Plan) did not reflect any reduction for the limit set forth in Code Section 401(a)(17).

(b) The Transition Contribution actually made for the Participant under the Qualified 401(k) Plan.

4.4 Supplemental Personal Retirement Contribution . If for any Plan Year beginning on or after January 1, 2015 a Participant receives a Personal Retirement Contribution pursuant to Section 4.3(d) of the Qualified 401(k) Plan, the Participating Employer shall credit such Participant’s Account with a Supplemental Personal Retirement Contribution as of the date the Personal Retirement Contribution is made to the Qualified 401(k) Plan, in an amount equal to (a) minus (b):

(a) The Personal Retirement Contribution that would have been made under the Qualified Plan if the Participant’s Salary (as defined in Section 1.38(a) of the Anixter Inc. Pension Plan) did not reflect any reduction for the limit set forth in Code Section 401(a)(17);

(b) The Personal Retirement Contribution actually made for the Participant under the Qualified 401(k) Plan.

4.5 Determination of Accounts . Each Account shall be adjusted as of each Determination Date and shall consist of:

(a) The balance of the Account as of the immediately preceding Determination Date;

(b) Any Compensation credited to the Account since the immediately preceding Determination Date. Compensation shall be credited to the Account as of the date it would otherwise have been paid but for the Deferral Commitment;

(d) Earnings creditable since the immediately preceding Determination Date;

(e) Supplemental Matching Contributions not previously credited;

(f) Supplemental Transition Contributions not previously credited;

(g) Supplemental Personal Retirement Contributions not previously credited;

(h) Less any distributions from the Account since the immediately preceding Determination Date.

4.6 Vesting of Accounts .

(a) Each Participant shall be 100% vested at all times in all deferred Compensation, Supplemental Matching Contributions and any Supplemental Transition Contribution credited to the Participant’s Account and all Earnings thereon;

(b) Each Participant shall vest in the Participant’s Supplemental Personal Retirement Contributions credited to the Participant’s Account and all Earnings thereon when he is credited with three years of Service under the Qualified 401(k) Plan; provided that a Participant shall become 100% vested in such amount if prior to a Separation from Service he attains age 65, dies or suffers a Disability.

4.7 Tax Withholding . Any withholding of taxes or other amounts with respect to deferred Compensation that is required by state, federal, or local law shall be withheld from the Participant’s corresponding nondeferred Compensation to the maximum extent possible and any remaining amount required to be withheld shall reduce the amount credited to the Participant’s Account.

4.8 Statement of Account . A statement shall be issued on a quarterly basis by the Participating Employer to each Participant setting forth the Participant’s Account balance under the Plan as of the immediately preceding Determination Date.

ARTICLE 5

PLAN BENEFITS

5.1 Payments to Key Employees .

(a) Accounts Affected . This paragraph 5.1 shall only apply to Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date.

(b) Six-Month Delay . Notwithstanding anything herein to the contrary, if, on a Participant’s date of Separation from Service not due to death or Disability, such Participant is a Key Employee, and payment of his benefit would be paid within six months of such Separation from Service, payment of his benefit shall be delayed until the first day of the month that is six months after the Participant’s date of Separation from Service. Notwithstanding the foregoing, if the Participant dies during this six month period, his benefit shall be paid beginning on the first day of the month immediately following his death pursuant to Section 5.5.

(c) Installment Payments . If a Key Employee’s benefits are to be paid in a series of monthly installments, the benefit shall be determined as if payments commenced as originally provided under the Plan and the first payment to the Participant shall include an amount equal to the sum of the periodic payments which would have been paid to such Participant but for the delay described in (b) above.

5.2 Retirement Benefit .

(a) Benefit Amount . Upon Retirement, the Participating Employer shall pay to the Participant a benefit equal to the vested balance in the Participant’s Account as of the Valuation Date. The unvested portion of the Account shall be forfeited to the Company. After the Valuation Date, Earnings shall continue to accrue on the portion of the Participant’s vested Account at the Earnings Rate until all payments have been made under this Section 5.2.

(b) Commencement .

(i) The Settlement Date for the vested portion of the Participant’s Account attributable to Supplemental Personal Retirement Contributions (including Earnings thereon) shall be the first day of the month that is six months after the Participant’s Retirement.

(ii) The Settlement Date for the remaining portion of the Participant’s Account shall be no more than 55 days after the Valuation Date, or in the case of a Participant subject to Section 5.1, the first day of the month that is six months after the Participant’s Retirement.

(i) The portion of the Participant’s Account that is not attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) shall be paid in one of the following forms, as elected by the Participant at the time he makes the Deferral Commitment covering the applicable portion of the Account:

(A) A lump sum payment;

(B) With respect to Account balances accrued and vested as of December 31, 2004, including Earnings thereon after such date, in monthly installments not to exceed 120, and with respect to Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date, in monthly installments not to exceed 180; or

Notwithstanding the foregoing, a Participant whose home country is not the U.S. may not elect installments. If no election is made by the Participant, the benefit shall be paid in a lump sum.

(ii) The vested portion of the Participant’s Account attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) shall be paid in a lump sum payment.

(d) Change in Form of Payment . Notwithstanding subsection (c) above, with respect to the portion of the Account that is not attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon), a Participant may elect to change the form of payment for any one or more Deferral Periods by filing a new election form with the Committee. The new election shall supersede the prior form of payment designation provided:

(i) With respect to Account balances accrued and vested as of December 31, 2004, including Earnings thereon after such date, it is filed with the Committee at least two calendar years prior to the year of Retirement; and

(ii) With respect to Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date, it is filed with the Committee at least 12 months prior to the date any amounts are to be distributed, the time or schedule of any payment is not accelerated except in accordance with Code Section 409A(a)(3), and the payment of such balances does not occur or commence until a date that is at least five years later than the date the payment(s) would otherwise have been made or begun. If a Participant elects to change the form of Retirement payment for any one or more Deferral Periods, any distribution due as a result of Separation from Service for any reason other than Disability or death shall not commence until the date that is five years later than the date the payment(s) would otherwise have been made or begun for the applicable Account balances affected by such change.

(e) Installments . If payments are made in monthly installments, the amount of the installments shall be redetermined each January 1 based upon the remaining Account balance, the remaining number of installments and the Earnings Rate. The entitlement to a series of installment payments shall be deemed an entitlement to a single payment.

5.3 Disability Benefit .

(a) Benefit Amount . If a Participant is determined to be Disabled, the Participating Employer shall pay to the Participant a benefit equal to the balance in the Participant’s Account as of the Valuation Date. After the Valuation Date, Earnings shall continue to accrue on the Participant’s Account until all payments have been made under this Section 5.3, but shall be determined based on the Earnings Rate without the 140% multiplier, except that a Participant who is not employed for at least one-half of the month in which Disability occurs shall not receive the 140% multiplier on the Earnings Rate to the end of such month.

(b) Commencement of Benefits .

(i) The Settlement Date shall be no more than 55 days after the Valuation Date unless the Participant has elected a later Settlement Date pursuant to subparagraph (ii) herein.

(ii) A Participant whose latest Settlement Date pursuant to subparagraph (i) above occurs prior to the Participant’s attainment of age 55 may elect to defer receipt of the portion of his Account not attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) by specifying in his Deferral Commitment an alternate

Settlement Date; provided that the alternate Settlement Date shall be no later than the Participant’s attainment of age 55.

(i) A Participant may elect to have the portion of his Account not attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) paid in any manner described in Section 5.2(c) of the Plan. If the Participant does not make an election, the benefit shall be paid in a single lump sum. A Participant may elect to receive Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date, in a manner that is different from his election with respect to Account balances that were accrued and vested as of December 31, 2004, including Earnings thereon after such date.

(d) Change in Form and Time of Payment . Notwithstanding subsections (b) and (c) above, a Participant may elect to change the form and time of payment of the portion of the Account not attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) by filing a new election form with the Committee. The new election shall supersede the Participant’s prior elections, provided:

(e) Installments . If payments are made in monthly installments, the amount of the installments shall be redetermined each January 1 based upon the remaining Account balance, the remaining number of installments and the Earnings Rate, without the 140% multiplier. The entitlement to a series of installment payments shall be deemed an entitlement to a single payment.

5.4 Separation from Service Prior to Retirement Benefit .

(a) Benefit Amount . If a Participant has a Separation from Service (voluntarily or involuntarily) for any reason other than Retirement, Disability or death, the Participating Employer shall pay to the Participant a benefit equal to the vested balance in the Participant’s Account as of the Valuation Date pursuant to this Section 5.4. The unvested portion of the Account shall be forfeited to the Company. After the Valuation Date, Earnings shall continue to accrue on the portion of the Participant’s vested Account until all payments have been made under this Section 5.4, based

on the Earnings Rate without the 140% multiplier, except that a Participant who is not employed for at least one-half of the month in which Separation from Service occurs shall not receive the 140% multiplier on the Earnings Rate to the end of such month.

(b) Commencement .

(i) With respect to Account balances accrued and vested as of December 31, 2004, including Earnings thereon after such date, the Settlement Date shall be the first day in January of the calendar year two years following the year of Separation from Service.

(ii) With respect to Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date:

(A) The Settlement Date with respect to the portion of the Account that is not attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) shall be the first day in January of the calendar year two years following the year of Separation from Service. However, no benefit shall be paid with respect to a Deferral Period until the fifth anniversary of the commencement of the year in which the Deferral Period amount is credited to such Participant’s Account.

(B) The Settlement Date with respect to the vested portion of the Account attributable to the Supplemental Transition Contribution (including Earnings thereon) shall be no more than 55 days after the Valuation Date, or in the case of a Participant subject to Section 5.1, the first day of the month that is six months after the Participant’s Separation from Service.

(C) The Settlement Date with respect to the vested portion of the Account attributable to the Supplemental Personal Retirement Contributions (including Earnings thereon), shall be the first day of the month that is six months after the Participant’s Separation from Service.

(d) Delay in Time of Payment . If a Participant receives a benefit pursuant to this Section 5.4, any previous elections made pursuant to Section 5.2(c) or (d) or Section 5.3(b), (c), or (d) shall be cancelled, and in the case of an election pursuant to Section 5.2(d)(ii), any distribution of the portion of the benefit covered by the cancelled election shall not commence until the date that is five years later than the date the payments(s) would otherwise have been made or begun.

5.5 Death Benefit .

(a) Solely with respect to Account balances accrued and vested as of December 31, 2004, including Earnings thereon after such date, the following provisions shall apply:

(i) Preretirement . If a Participant has a Separation from Service due to death, or if a Participant dies following the Participant’s Separation from Service but prior to receiving all of the amounts payable under this Plan, the Participating Employer shall pay to the Beneficiary a benefit equal to the balance in the Participant’s Account as of the Valuation Date. After the Valuation Date,

Earnings shall continue to accrue at the Earnings Rate in effect at the date of Separation from Service to the Settlement Date. The benefit shall be paid in a single lump sum within 55 days after the Valuation Date.

(ii) Postretirement . If a Participant dies following his Retirement, but prior to receiving all amounts payable under this Plan, the Participating Employer shall continue to pay benefits to the Beneficiary in the form previously elected by the Participant for Retirement benefits. Earnings shall continue to accrue at the Earnings Rate in effect at the date of Separation from Service until all payments have been made under this Section 5.5. If payments are made in monthly installments, the amount of the installments shall be redetermined each January 1 based upon the remaining Account balance, the remaining number of installments and the Earnings Rate.

(b) Solely with respect to Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date, the following provisions shall apply:

(i) Death prior to age 55 . If a Participant dies prior to attaining age 55, the Participating Employer shall pay to the Beneficiary the Participant’s Account balance in a lump sum within 55 days after the Valuation Date. Earnings shall continue to accrue at the Earnings Rate in effect at the date of Separation from Service to the Settlement Date.

(ii) Death on or after age 55 . If a Participant dies on or after attaining age 55, the Participating Employer shall pay to the Beneficiary:

(A) The portion of the Participant’s Account attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon) in a lump sum within 55 days after the Valuation Date; and

(B) The Participant’s remaining Account balance in the form previously elected by the Participant for payments upon Retirement. Earnings shall continue to accrue at the Earnings Rate in effect at the date of Separation from Service until all payments have been made under this Section 5.5. If payments are made in monthly installments, the amount of the installments shall be redetermined each January 1 based upon the remaining Account balance, the remaining number of installments and the Earnings Rate.

5.6 Small Accounts .

Notwithstanding anything herein to the contrary:

(a) Solely with respect to Account balances accrued and vested as of December 31, 2004, including Earnings thereon after such date, if on the Valuation Date the Participant’s Account balance is less than the Participant’s Salary rate in effect at the Participant’s Retirement, the benefit may, at the Participating Employer’s option, be paid in a lump sum as soon as administratively feasible but not more than 90 days after the date of Retirement.

(b) Provided the Participant is not a Key Employee, if the lump sum amount of the vested Account balance on the Valuation Date (less any amount distributed pursuant to Section 5.6(a)) is

less than the limit set forth in Code Section 402(g)(1)(B) for the month in which the Valuation Date occurs, the Committee shall direct that a lump sum payment be made as soon as is administratively feasible but not more than 55 days after the Valuation Date. If the Participant is a Key Employee, payment of the benefit shall be made pursuant to Section 5.1(b).

(c) Any payment under Section 5.6(b) of Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date, must result in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Code Section 409A.

5.7 Withholding on Benefit Payments . The Participating Employer shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law.

5.8 Payment to Guardian . If a Plan benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge the Committee and the Participating Employer from all liability with respect to such benefit.

ARTICLE 6

OTHER DISTRIBUTIONS

6.1 Early Withdrawals . A Participant may elect to have all or a portion of his Account (other than the portion attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon)) distributed before Separation from Service, death or Disability as follows:

(a) Early Withdrawal Election . A Participant may elect in a Participation Agreement to withdraw all or any portion of the amount deferred with respect to a Deferral Period plus Earnings thereon as of a date specified in the election. Such date shall not be sooner than the fifth anniversary of the commencement of the year in which the Deferral Period amount is credited to such Participant’s Account and shall be the first day of the month.

(b) Form of Payment . Early withdrawals shall be paid in a lump sum and shall be charged to the Participant’s Account as a distribution.

(c) Change to Early Withdrawal Election . A Participant who has made an Early Withdrawal Election pursuant to (a) above, may file a new election form with the Committee, specifying a new date on which to receive such Early Withdrawal, or to cancel an existing Early Withdrawal Election. In addition, solely with respect to Account balances accrued and vested as of

December 31, 2004, including Earnings thereon after such date, a Participant who did not make an Early Withdrawal Election on a Participation Agreement may subsequently make such an election subject to the requirements herein.

Any election made pursuant to this subsection (c) shall supersede any prior election provided:

(ii) With respect to Account balances accrued or vested after December 31, 2004, including Earnings thereon after that date, it is filed with the Committee at least 12 months prior to the date any amount is currently scheduled to be distributed and the new specified date of withdrawal is at least five years later than the date the amount would have been distributed absent the new election.

(d) If a Participant has a Separation from Service, dies or becomes Disabled prior to the designated Early Withdrawal date, the Participating Employer shall disregard such Early Withdrawal date and pay the Participant or the Beneficiary the benefit due pursuant to Article 5.

6.2 Financial Hardship Distributions . Notwithstanding any other provision of the Plan, payment from the Participant’s Account (other than the portion attributable to the Supplemental Transition Contribution or Supplemental Personal Retirement Contributions (including Earnings thereon)) may be made to the Participant or the Beneficiary, in the sole discretion of the Committee, by reason of Financial Hardship. Such payment shall not exceed the amount necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s or Beneficiary’s assets, to the extent such liquidation would not itself cause severe financial hardship. If such a distribution is made, the Participant’s Deferral Commitment for the Deferral Period in which the distribution is made shall be void and such Participant shall not be eligible to make another Deferral Commitment until the Deferral Period that commences at least 12 months after such distribution. The Settlement Date shall be no later than 55 days after the date the Financial Hardship is approved. Earnings on the amount to be distributed shall continue to accrue at the Earnings Rate in effect at the time such Financial Hardship is claimed to the Settlement Date.

6.3 Accelerated Distribution . Solely with respect to Account balances accrued and vested as of December 31, 2004, including Earnings thereon after such date, and notwithstanding any other provision of the Plan, a Participant may request an accelerated distribution as follows:

(a) A Participant, at any time, shall be entitled to receive, upon written request to the Committee, a lump-sum distribution equal to 90% of the Account balance as of the Determination Date immediately preceding the date on which the Committee receives notice pursuant to Section 11.10. The remaining balance of 10% shall be forfeited by the Participant. A Participant who receives a distribution under this section shall not be eligible to make another Deferral Commitment until

the Deferral Period that commences at least 12 months after such distribution. The current Deferral Commitment, if any, is irrevocable.

(b) The amount payable under this section shall be paid in a lump sum within 65 days following the Committee’s receipt of notice by the Participant. Following the death of a Participant, the Beneficiary may, at any time, request an accelerated distribution under this section.

ARTICLE 7

BENEFICIARY DESIGNATION

7.1 Beneficiary Designation . Each Participant shall have the right, at any time, to designate a Beneficiary (both primary as well as contingent) to whom benefits under this Plan shall be paid in the event of a Participant’s death prior to complete distribution to the Participant of the benefits due under the Plan. Each Beneficiary designation shall be in a written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s lifetime. In the case of a married Participant, the Beneficiary shall be the Participant’s spouse unless the Participant designates another Beneficiary, and the spouse gives written consent to the designation of such specific nonspousal Beneficiary.

7.2 Changing Beneficiary . Any Beneficiary designation may be changed by a Participant without the consent of the previously named Beneficiary, by the filing of a new designation with the Committee, provided that the Participant’s spouse gives written consent to the designation of any such specific nonspousal Beneficiary. The proper filing of a new Beneficiary designation shall cancel all designations previously filed.

7.3 No Beneficiary Designation . If any Participant fails to designate a Beneficiary in the manner provided above, if the designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s benefits, the Participant’s Beneficiary shall be the Person in the first of the following classes in which there is a survivor:

(a) The Participant’s surviving spouse;

(b) The Participant’s children in equal shares, except that if any of the children predeceases the Participant but leave issue surviving, then such issue shall take by right of representation the share the parent would have taken if living;

7.4 Effect of Payment . Payment to the Beneficiary shall completely discharge the Participating Employer’s obligations under this Plan.

ARTICLE 8

ADMINISTRATION

8.1 Committee; Duties . This Plan shall be administered by the Committee. The Committee shall have such powers and duties as may be necessary to discharge its responsibilities. These powers shall include, but not be limited to, interpreting the Plan provisions; determining amounts due to any Participant, the rights of any Participant or Beneficiary under this Plan and the amounts credited to a Participant’s Account and the Earnings thereon; enforcing the right to require any necessary information from any Participant; and any other activities deemed necessary or helpful. Members of the Committee may be Participants under the Plan.

8.2 Agents . The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

8.3 Binding Effect of Decisions . The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all Persons having any interest in the Plan.

8.4 Indemnity of Committee . To the extent permitted by applicable law, the Participating Employer shall indemnify, hold harmless and defend the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan on account of such member’s service on the Committee.

ARTICLE 9

CLAIMS PROCEDURE

9.1 Claim . Any Person claiming a benefit (“Claimant”) under the Plan shall present the request in writing to the Committee.

9.2 Initial Claim Review . If the claim is wholly or partially denied, the Committee will, within a reasonable period of time, and within 90 days of the receipt of such claim, or if the claim is a claim on account of Disability, within 45 days of the receipt of such claim, provide the Claimant with written notice of the denial setting forth in a manner calculated to be understood by the Claimant:

(a) The specific reason or reasons for which the claim was denied;

(b) Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;

(c) A description of any additional material or information that the Claimant may file to perfect the claim and an explanation of why this material or information is necessary;

(d) An explanation of the Plan’s claims review procedure and the time limits applicable to such procedure and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination upon review; and

(e) In the case of an adverse determination of a claim on account of Disability, the information to the Claimant shall include, to the extent necessary, the information set forth in Department of Labor Regulation Section 2560.503-1(g)(1)(v).

If special circumstances require the extension of the 45 day or 90 day period described above, the Claimant will be notified before the end of the initial period of the circumstances requiring the extension and the date by which the Committee expects to reach a decision. Any extension for deciding a claim will not be for more than an additional 90 day period, or if the claim is on account of Disability, for not more than two additional 30 day periods.

9.3 Review of Claim . If a claim for benefits is denied, in whole or in part, the Claimant may request to have the claim reviewed. The Claimant will have 180 days in which to request a review of a claim regarding Disability, and will have 60 days in which to request a review of all other claims. The request must be in writing and delivered to the Committee. If no such review is requested, the initial decision of the Committee will be considered final and binding.

The Committee’s decision on review shall be sent to the Claimant in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal. The Committee shall consider all information submitted by the Claimant, regardless of whether the information was part of the original claim. The decision shall also include a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

The Committee’s decision on review shall be made not later than 60 days (45 days in the case of a claim on account of Disability) after its receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days (90 days in the case of a claim on account of Disability) after receipt of the request for review. This notice to the Claimant shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the Claimant prior to the expiration of the initial 45 day or 60 day period.

Notwithstanding the foregoing, in the case of a claim on account of Disability: (i) the review of the denied claim shall be conducted by a named fiduciary who is neither the individual who made the benefit determination nor a subordinate of such person; and (ii) no deference shall be given to the initial benefit determination. For issues involving medical judgment, the named fiduciary must consult with an independent health care professional who may not be the health care professional who decided the initial claim.

To the extent permitted by law, the decision of the claims official (if no review is properly requested) or the decision of the review official on review, as the case may be, shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the Claimant has exhausted such Claimant’s remedies under this Article 9.

ARTICLE 10

AMENDMENT AND TERMINATION OF THE PLAN

10.1 Amendment . The Board may, at any time, amend the Plan in whole or in part provided, however, that no amendment shall be effective to decrease or restrict the amount credited to any Account maintained under the Plan as of the date of amendment, nor shall any amendment be effective to decrease the Earnings Rate at which amounts are credited to any Account balance existing as of the date of amendment. Changes in the definition of “Earnings Rate” shall not become effective before the first day of the calendar year which follows the adoption of the amendment and at least 30 days written notice of the amendment has been given to each Participant.

10.2 Participating Employer’s Right to Withdraw . The board of directors of each Participating Employer may at any time withdraw from participating in the Plan if, in its judgment, the tax, accounting, or other effects of continued participation would not be in the best interests of the Participating Employer by instructing the Committee not to accept any additional Deferral Commitments from its Participants. If such a withdrawal occurs, the Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such withdrawal.

10.3 Plan Termination . The Board may terminate the Plan and accelerate the time and form of a payment to Participants and Beneficiaries provided the acceleration of the payment is made pursuant to a termination and liquidation of the Plan in accordance with one of the following:

(a) The termination and liquidation of the Plan within 12 months of a corporate dissolution taxed under Code Section 331 with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(i) The calendar year in which the Plan termination and liquidation occurs.

(ii) The first calendar year in which the amount is no longer subject to a substantial risk of forfeiture.

(iii) The first calendar year in which the payment is administratively practicable.

(b) The termination and liquidation of the Plan pursuant to irrevocable action taken by the Board within the 30 days preceding or the 12 months following a change in control event (as defined in Treas. Reg. Section 1.409A-3(i)(5)(i)), provided that this paragraph will only apply to a payment under a Plan if all agreements, methods, programs, and other arrangements sponsored by the Company or any Participating Employer immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Code Section 409A are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the

terminated agreements, methods, programs, and other arrangements within 12 months of the date the Board or the board of a Participating Employer irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements. Solely for purposes of this paragraph, the applicable Participating Employer with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the Participating Employer that is primarily liable immediately after the transaction for the payment of the deferred compensation.

(i) The termination and liquidation does not occur proximate to a downturn in the financial health of the Participating Employer, as applicable;

(ii) The Participating Employer and the Company, if applicable, terminates and liquidates all agreements, methods, programs, and other arrangements sponsored by the Participating Employer or Company that would be aggregated with any terminated and liquidated agreements, methods, programs, and other arrangements under Code Section 409A if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

(iii) No payments in liquidation of the Plan are made within 12 months of the date the Participating Employer or Company take all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;

(iv) All payments are made within 24 months of the date the Participating Employer or Company take all necessary action to irrevocably terminate and liquidate the Plan; and

(v) The Participating Employer or Company do not adopt a new plan that would be aggregated with any terminated and liquidated plan under Code Section 409A if the same Participant participated in both plans, at any time within three years following the date the Participating Employer or Company take all necessary action to irrevocably terminate and liquidate the Plan.

(d) Such other events and conditions as the Commissioner may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.

(e) Delayed Distribution . If the termination of the Plan does not meet one of the requirements described in subparagraphs (a), (b), (c), or (d) above, distributions after the termination of the Plan shall occur at the same time and in the same manner as if the Plan had not been terminated.

(f) Participants shall continue to accrue Earnings on their Account to the Settlement Date as if the Plan had not been terminated.

ARTICLE 11

MISCELLANEOUS

11.1 Unfunded Plan . This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Board may terminate the Plan and no further benefits shall accrue hereunder, or the Board may remove certain employees as Participants, if it is determined by the United States Department of Labor, a court of competent jurisdiction or an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter amended) which is not so exempt. If the Plan is terminated under this Section 11.1, all ongoing Deferral Commitments shall terminate, no additional Deferral Commitments will be accepted by the Committee, and the amount of each Participant’s Account balance shall be distributed to such Participant at such time and in such manner as the Committee, in its sole discretion, determines, subject to Section 10.3(d).

11.2 Unsecured General Creditor . Participants and their Beneficiaries, heirs, successors and assigns shall have no secured legal or equitable rights, interest or claims in any property or assets of a Participating Employer, nor shall they be Beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by a Participating Employer. Except as may be provided in Section 11.3, such policies, annuity contracts or other assets of a Participating Employer shall not be held under any trust for the benefit of the Participants, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of a Participating Employer under this Plan. Any and all of a Participating Employer’s assets and policies shall be and remain unrestricted by this Plan. A Participating Employer’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future.

11.3 Trust Fund . Each Participating Employer shall be responsible for the payment of all benefits provided under the Plan to Participants in its employ. At its discretion, the Participating Employer may establish one or more trusts, with such trustees as the Participating Employer may approve, for the purpose of providing for the payment of such benefits. Although such trust or trusts may be irrevocable, the assets thereof shall be subject to the claims of all the Participating Employer’s creditors in the event of insolvency. To the extent any benefits provided under the Plan are paid from any such trust, the Participating Employer shall have no further obligation to pay such benefits. If not paid from a trust, any benefits provided under the Plan shall remain the obligation of, and shall be paid by, the Participating Employer.

11.4 Nonassignability . Neither a Participant nor any other Person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, hereby expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other Person, nor be transferable by operation of law in the event of a Participant’s or any other Person’s bankruptcy or insolvency; provided, however, that a Participating Employer may make distributions from the Plan to someone other than the Participant

if such payment is necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), involving the Participant.

11.5 Compliance with Internal Revenue Code Section 409A . All provisions in this document shall be interpreted, to the extent possible, to be compliant with Code Section 409A. However, in the event any provision of this Plan is determined to not be in compliance with Code Section 409A and any regulations or other guidance promulgated thereunder, such provision shall be null and void to the extent of such noncompliance.

11.6 Not a Contract of Employment . The terms and conditions of this Plan shall not constitute a contract of employment between the Participating Employer and the Participant, and the Participant (or the Participant’s Beneficiary) shall have no rights against the Participating Employer except as may otherwise be specifically provided herein. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of a Participating Employer or to interfere with the absolute and unrestricted right of a Participating Employer to discipline or discharge a Participant at any time.

11.7 Protective Provisions . A Participant will cooperate with the Participating Employer by furnishing any and all information requested by the Participating Employer in order to facilitate the payment of benefits hereunder, by taking such physical examinations as the Participating Employer may deem necessary and by taking such other actions as may be requested by such Participating Employer.

11.8 Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the State of Illinois, without reference to its conflicts of laws provisions, except as preempted by federal law.

11.9 Validity . If any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

11.10 Notice . Any notice or filing required or permitted under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company’s corporate headquarters address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Participating Employer’s records.

11.11 Successors . The provisions of this Plan shall bind and inure to the benefit of each Participating Employer and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of a Participating Employer, and successors of any such corporation or other business entity.

ANIXTER INC.

By: /s/ Ted A. Dosch

Ted A. Dosch

Its: Executive Vice President and CFO

Dated: 1/26/17

APPENDIX A—CALCULATION OF EARNINGS AND PERFORMANCE-BASED
ENHANCEMENT




Average Daily Balance (ADB) Factor*	=		[Days in Month – Day of Month + 1] Days in Month

			(Round to 10 Decimal Places)

Earnings Factor	=		Earnings Rate ÷ 12

			(Round to 10 Decimal Places)

Earnings	=		Earnings Factor x

			[Account Balance at Beginning of Month + Transaction 1 x ADB Factor 1 (Rounded to 2 Decimal Places)

			+ Transaction 2 x ADB Factor 2 (Rounded to 2 Decimal Places)

			+ Transaction 3 x ADB Factor 3 (Rounded to 2 Decimal Places)]

			(Round to 2 Decimal Places)

Account Balance at End of Month		=	Account Balance at Beginning of Month + Deferrals and Contributions During Month + Earnings – Distributions
Performance-Based Enhancement (Credited at End of Each Quarter)		=	+

NOTE

*Separate ADB Factor for each transaction. The term “transaction” includes Participant deferrals, Employer contributions, benefit payments, withdrawals, and any other type of distribution.

APPENDIX A—CALCULATION OF EARNINGS USING AVERAGE DAILY BALANCE

EXAMPLE

ASSUMPTIONS



March 31 Account Balance April 14 Deferral April Earnings Rate	$10,000 $1,000 8%

Step 1. Calculate the monthly Earnings factor: Earnings Rate ÷ 12

.08 ÷ 12 = .0066666667

Step 2. Calculate Earnings during April

A. Calculate the average daily balance (ADB) for the Deferral

[Deferral x ( Days in the month – Deferral date + 1 )]

Days in the month

$1,000 x ( 30 – 14 + 1 ) = $566.67
30

B. Calculate the total ADB (beginning balance plus the ADB for each Deferral)

$10,000 + $566.67 = $10,566.67

C. Calculate the Earnings for the month (Total ADB x Earnings factor)

$10,566.67 x 0.0066666667 = $70.44

Step 3. Calculate the Account balance as of April 30 (prior balance + Deferrals and Contributions + Earnings)

$10,000 + $1,000 + $70.44 = $11,070.44

CH2\16773494.5

Exhibit 10.34B

WAIVER AND FIRST AMENDMENT TO

RECEIVABLES FACILITY LOAN DOCUMENTS

THIS WAIVER AND FIRST AMENDMENT TO RECEIVABLES FACILITY LOAN DOCUMENTS, dated as of September 29, 2016 (this “ Amendment ”), is made by and among ANIXTER RECEIVABLES CORPORATION, a Delaware corporation (the “ Borrower ”), ANIXTER INC., a Delaware corporation, (the “ Servicer ”), the Lenders (as defined in the Credit Agreement, defined herein) party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “ Administrative Agent ”).

R E C I T A L S:

WHEREAS, reference is made to that certain Credit Agreement, dated as of October 5, 2015, by and among the Borrower, the Servicer, the Lenders (as defined therein) and the Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”); and that certain Security Agreement, dated as of October 5, 2015, by and between the Borrower and the Administrative Agent, on behalf of the Lenders;

WHEREAS, the Borrower has requested that the Lenders waive a certain Amortization Event as hereinafter provided, and, subject to the terms and conditions hereof, the Required Lenders are willing to do so; and

WHEREAS, the parties hereto desire to amend certain terms of the Credit Agreement and the Security Agreement as hereinafter provided and the Administrative Agent and the Required Lenders are willing to make such modifications, subject to the terms and conditions of this Amendment;

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions . Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement and the rules of construction set forth in Section 1.03 of the Credit Agreement shall apply to this Amendment.

2. Waiver . Pursuant to Section 6.01(d) of the Credit Agreement, within forty-five (45) days after the end of each Fiscal Year, the Borrower shall deliver to the Administrative Agent a Perfection Certification or a supplement to the Perfection Certificate. For the Fiscal Year ending December 31, 2015, the Borrower failed to make such delivery, which failure constitutes an Amortization Event under Article IX(d) of the Credit Agreement. The Required Lenders hereby waive the aforementioned Amortization Event. The foregoing waiver is limited to the aforementioned Amortization Event and does not constitute a waiver of any other Amortization Event or indicate an agreement on the part of the Required Lenders to grant any such waiver in the future.

3. Amendment of Credit Agreement .

(a) Each reference to “ Chase ” and “ Chase Parties ” in the Credit Agreement is hereby deleted in its entirety and replaced with “ JPMCB ” and “ JPMCB Parties ”, respectively.

(b) The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

(i) “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.

(ii) Last paragraph in the definition of “ Applicable Rate ”: “For purposes of the foregoing, the Applicable Rate shall be redetermined by the Administrative Agent as of the first day of each Fiscal Quarter.”

(iii) clause (ee) of the definition of “ Eligible Receivables ”: “(ee) if it was acquired in an acquisition permitted by Section 7.04(a)(v), until the completion of a field examination of such Receivable reasonably satisfactory to the Administrative Agent (which field examination may be conducted prior to the closing of such acquisition); or”

(iv) “ Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

(v) “ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the OFAC, the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

(i) “ Communication Cables Account ” means account no. 4427668403 maintained at Bank of America, N.A.

(ii) “ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

(iii) “ NYFRB ” means the Federal Reserve Bank of New York.

(iv) “ NYFRB Rate ” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Banking Day, for the immediately preceding Banking Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it provided , further , that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

(v) “ Overnight Bank Funding Rate ” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

(d) Section 6.01(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(d) commencing with the 2016 calendar year and thereafter, in the event that there the aggregate value of the Collateral described in a Perfection Certificate or supplement thereto has changed in an amount of $1,000,000 or more for a Fiscal Year, as soon as available but in any event within forty-five (45) days after the end of such Fiscal Year and at such other times as may be reasonably requested by the Administrative Agent, a Perfection Certificate or a supplement to the Perfection Certificate;”

(e) The last sentence of Section 6.06 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“For the avoidance of doubt, in no event shall the Borrower or any member of the Consolidated Group be liable for any costs or expenses relating to any matter referred to in this Section other than those matters for which it is expressly provided that such matters are at the Borrower’s “sole cost and expense”, provided that the cost and expense of any field examination described in clause (ee) of the definition of “Eligible Receivables” shall also be included as a cost and expense of the Borrower covered under this Section 6.06.”

(f) Section 6.08(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) The Borrower will not request any Borrowing or Letter of Credit, and none of the Borrower and Anixter and its Subsidiaries shall use, and the Borrower and Anixter shall procure that the Borrower and Anixter and its Subsidiaries and its and their respective directors, officers, employees and

agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent that such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or the European Union, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.”

(g) Section 6.20 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The Borrower will cause (a) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (b) each Lock-Box and, with the exception of the Communication Cables Account, each Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to the Receivables are remitted directly to the Borrower or any Affiliate of the Borrower, the Borrower will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, the Borrower will hold (or will cause such payments to be held) in trust for the exclusive benefit of the Administrative Agent and the Lenders, subject to the Servicer’s rights under Section 8.02. The Servicer shall maintain exclusive ownership, dominion and control (subject to the terms of this Agreement and the applicable Collection Account Agreement) of each Lock-Box and each Collection Account pursuant to the Receivables Facility Transactions and shall ensure that no right to take dominion and control of any Lock-Box or Collection Account is granted at a future time or upon the occurrence of a future event to any Person except to the Administrative Agent as contemplated by this Agreement and the Related Transactions Documents.”

4. Amendment of Security Agreement . The Security Agreement is hereby amended as follows:

(a) Section 3.5 of the Security Agreement is hereby amended and restated in its entirety to read as follows:

“3.5 Collection Accounts . All of the Grantor’s Collection Accounts are listed on Exhibit B . So long as no Potential Amortization Event or Amortization Event has occurred and is continuing, the Grantor may amend Exhibit B to add or replace a Collection Bank or Collection Account and shall upon such addition or replacement provide to the Administrative Agent an amended Exhibit B , which such revised Exhibit B the Administrative Agent shall in its reasonable discretion determine whether or not is satisfactory, provided , however , that (A) such prospective Collection Bank shall be reasonably satisfactory to the Administrative Agent, and (B) prior to the time of the opening of such Collection Account, the Grantor and such prospective Collection Bank shall have executed and delivered to the Administrative Agent a Collection Account Agreement. The Grantor shall close any of its Collection Accounts (and establish replacement Collection Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from the Administrative Agent that the operating performance, funds transfer,

or availability procedures or performance of the Collection Bank with respect to Collection Accounts or the Administrative Agent’s liability under any Collection Account Agreement with such Collection Account Bank is no longer acceptable in the Administrative Agent’s reasonable judgment.”

(b) The first sentence of Section 7.1(a) of the Security Agreement is hereby amended and restated in its entirety to read as follows:

“Except as set forth on Schedule 6.22 of the Credit Agreement, on or before the Closing Date, the Grantor shall (i) execute and deliver to the Administrative Agent Collection Account Agreements for each Collection Account (other than the Communication Cables Account) maintained by the Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited, which Collection Accounts are identified as such on Exhibit B , and (ii) establish Lock-Boxes with the bank(s) set forth on Exhibit B , which Lock-Boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock-Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the related Collection Account (each, a “ Lock-Box Agreement ”).”

5. Representations and Warranties . Each of the Borrower and the Servicer, by executing this Amendment, hereby certifies and confirms that as of the date hereof and after giving effect to this Amendment: (a) the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith (i) have been authorized by all requisite action on the part of the Borrower and the Servicer, (ii) will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or (iii) conflict with or violate the Borrower’s Organization Documents; (b) the representations and warranties of the Borrower and the Servicer contained in the Credit Agreement and the Security Agreement (each as amended by this Amendment) and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the specific dates or times referred to therein); (c) no Amortization Event or Potential Amortization Event under the Credit Agreement shall have occurred and be continuing or shall exist which will not be cured by the execution and effectiveness of this Amendment; and (d) the Credit Agreement and the Security Agreement (each as amended by this Amendment) and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof.

6. Conditions of Effectiveness of the Amendment . The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:

(a) Fees and Expenses . The Borrower shall pay to the Administrative Agent the costs and expenses of the Administrative Agent, including reasonable fees of the Administrative Agent’s counsel in connection with this Amendment.

(b) Execution and Delivery . The Borrower, the Servicer and the Required Lenders shall have executed and delivered to the Administrative Agent counterparts to this Amendment and all agreements, documents and certificates executed and delivered in connection herewith and therewith.

(c) Inventory Facility Amendment . The parties to that certain First Amendment to Inventory Facility Loan Documents of even date herewith with respect to the Inventory Facility Credit Agreement shall have delivered executed counterparts thereto to the Inventory Facility Administrative Agent and all conditions to effectiveness thereto shall have been met to the satisfaction of the Inventory Facility Administrative Agent.

7. Force and Effect . The Borrower and the Servicer each reconfirms, restates, and ratifies each of Loan Documents to which it is a party and except as amended by this Amendment, each of the Borrower and the Servicer confirms that all such Loan Documents to which it is party remain in full force and effect since the date of their execution.

8. Governing Law . This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.

9. Counterparts . This Amendment may be signed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and delivery of executed signature pages hereof by telecopy or other electronic transmission from one party to another shall constitute effective and binding execution and delivery of this Amendment by such party.

10. Release; Indemnification .

(a) Release . In further consideration of the Administrative Agent’s and Required Lenders’ execution of this Amendment, the Borrower and the Servicer each individually and on behalf of its respective successors (including any trustees acting on behalf of such party, and any debtor-in-possession with respect to such party) assigns, subsidiaries and affiliates, hereby forever releases the Lenders and the Administrative Agent and their successors, assigns, parents, subsidiaries, and affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the “ Releasees ”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that the Borrower or the Servicer has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof (including with respect to the Obligations, any Collateral and any third parties liable in whole or in part for the Obligations). This provision shall survive and continue in

full force and effect whether or not the Borrower and the Servicer shall satisfy all other provisions of the Credit Agreement (as amended by this Amendment) or the other Loan Documents.

(b) Related Indemnity . The Borrower or the Servicer hereby agrees that its release of the Releasees set forth in Section 10(a) shall include an obligation to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including officers, directors, agents, trustees, creditors, partners or shareholders of the Borrower or the Servicer or any parent, subsidiary or affiliate of the Borrower or the Servicer, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided , that neither the Borrower nor the Servicer shall be liable for any indemnification to a Releasee to the extent that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from the applicable Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of the Credit Agreement (as amended by this Amendment) and the other Loan Documents.

11. Amendment as Loan Document . The parties hereto acknowledge and agree that this Amendment constitutes a Loan Document.

[SIGNATURES BEGIN ON NEXT PAGE]

IN WITNESS WHEREOF and intending to be legally bound hereby, the parties hereto have executed this Amendment as of the date first above written.

BORROWER :

ANIXTER RECEIVABLES CORPORATION

By: /s/ W. David Johnson

Name: W. David Johnson

Title: Assistant Treasurer

INITIAL SERVICER :

ANIXTER INC.

By: /s/ Rodney A. Shoemaker

Name: Rodney A. Shoemaker

Title: Senior Vice President – Treasurer

Acknowledged and Agreed:

ANIXTER INTERNATIONAL INC.

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

By: /s/ Rodney A. Shoemaker

Name: Rodney A. Shoemaker

Title: Senior Vice President – Treasurer

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

JPMORGAN CHASE BANK, N.A. , individually as a Lender, as Administrative Agent, Issuing Bank and Swingline Lender

By: /s/ Stephanie A. Lis

Name: Stephanie A. Lis

Title: Authorized Officer

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

WELLS FARGO BANK, NATIONAL ASSOCIATION , individually as a Lender and as an Issuing Bank

By: /s/ Keith Contole

Name: Keith Contole

Title: Vice President

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

BANK OF AMERICA, N.A. , as a Lender

By: /s/ Andrew Finemore

Name: Andrew Finemore

Title: Assistant Vice President

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

SUNTRUST BANK , as a Lender

By: /s/ Douglas M. Sherlag

Name: Douglas M. Sherlag

Title: Director

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

PNC BANK, NATIONAL ASSOCIATION , as a Lender

By: /s/ Jenna Mahler

Name: Jenna Mahler

Title: Assistant Vice President

[SIGNATURE PAGE TO WAIVER AND FIRST AMENDMENT TO
RECEIVABLES FACILITY LOAN DOCUMENTS]

SCHEDULE 6.22

(RECEIVABLES FACILITY)

Post-Closing Security Perfection



No.	Document	Due Date
a.	Deposit Account Control Agreement pursuant to Section 5.01(m) of the Credit Agreement, including:
	(%2) Deposit Account Control Agreement among ARC (Anixter as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 3751592291 Lockbox account no(s).: 847428	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among ARC (Anixter as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 3751592314 Lockbox account no(s).: 847481	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among ARC (Anixter as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 8666600206 Lockbox account no(s).: 98908; 99132; 16960	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among ARC (Anixter as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 8666000209 Lockbox account no(s).: N/A	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Accu-Tech (ARC as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 3750905180 Lockbox account no(s).: 840781	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Accu-Tech (ARC as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 3750777981 Lockbox account no(s).: N/A	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Accu-Tech (ARC as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 3750777965 Lockbox account no(s).: N/A	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Accu-Tech (ARC as Servicer), Bank of America and the Agent for the following accounts: Account no(s).: 3750186815 Lockbox account no(s).: N/A	60 days from the Closing Date



No.	Document	Due Date
	(%2) Deposit Account Control Agreement among HDS Power Solutions/HDS PS [Electrical], Wells Fargo and the Agent for the following accounts: Account no(s).: 2000042903079 Lockbox account no(s).: N/A	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among HDS Power Solutions/HDS PS [Utilities], Bank of America and the Agent for the following accounts: Account no(s).: 4426593210 Lockbox account no(s).: N/A	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Tri-Ed Distribution, Bank of America and the Agent for the following accounts: Account no(s).: 3752212127 Lockbox account no(s).: 402433 (Atlanta); 840506 (Dallas); 50148 (Los Angeles)	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Northern Video, Bank of America and the Agent for the following accounts: Account no(s).: 4426846954 Lockbox account no(s).: N/A	60 days from the Closing Date
	(%2) Deposit Account Control Agreement among Communication Cables, Bank of America and the Agent for the following accounts: Account no(s).: 4427725391 Lockbox account no(s).: N/A	60 days from the Closing Date

76567558_8

Exhibit 10.35B

FIRST AMENDMENT TO

INVENTORY FACILITY LOAN DOCUMENTS

THIS FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS, dated as of September 29, 2016 (this “ Amendment ”), is made by and among ANIXTER INC., a Delaware corporation, (“ Anixter ”), the other parties listed on the signature pages hereof as a “Loan Party” (together with Anixter, each, a “ Loan Party ” and collectively, the “ Loan Parties ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“ Wells Fargo ”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “ Administrative Agent ”) and the Lenders (as defined in the Credit Agreement) party hereto.

R E C I T A L S:

WHEREAS, reference is made to that certain Credit Agreement, dated as of October 5, 2015, by and among the Borrowers (as defined therein), the Lenders and the Administrative Agent (as amended, restated or otherwise modified, the “ Credit Agreement ”) and that certain Guaranty and Security Agreement, dated as of October 5, 2015, by and among the Loan Parties and the Administrative Agent, on behalf of the Lenders (as amended, restated or otherwise modified, the “ GSA ”); and

WHEREAS, the parties hereto desire to amend certain terms of the GSA as hereinafter provided and the Administrative Agent, with the approval of the Required Lenders, is willing to make such modifications, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions . Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement and the rules of construction set forth in Section 1.04 of the Credit Agreement shall apply to this Amendment.

2. Amendment of Credit Agreement . The Credit Agreement is hereby amended as follows:

(a) Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“6.15 Inventory with Bailees . Each Borrower will not, and will not permit any other Loan Party to, store its Inventory at any time with a bailee, warehouseman, consignee, or similar party, unless either (i) the applicable Loan Party has provided Administrative Agent a Collateral Access Agreement with respect thereto or (ii) if the applicable Loan Party does not so provide Administrative Agent a Collateral Access Agreement with respect thereto, Administrative Agent has the option, in its discretion, to institute a reserve for rent in accordance with Section 2.1(c) hereof. ”

78236901_5

3. Amendment of GSA . The GSA is hereby amended as follows:

(a) Section 7(k)(iv) of the GSA is hereby amended and restated in its entirety to read as follows:

“(iv) Subject to Section 5.16 of the Credit Agreement, other than (A) an aggregate amount of not more than $1,000,000 at any one time, in the case of Grantors and the other Loan Parties, (B) subject to Section 6.1(a)(xv) of the Credit Agreement, amounts in Deposit Accounts with Bank Mendes Gans N.V. (or any successor thereto), (C) amounts in account no. 4427668403 in the name of Communication Cables, LLC maintained at Bank of America, N.A. so long as substantially all amounts in such account are routinely swept to a Deposit Account of ARC, and (D) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes. and other employee wage and benefit payments to or for Grantors’ or their Subsidiaries’ employees, no Grantor will, and no Grantor will permit any other Loan Party to, make, acquire, or permit to exist Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless the applicable Grantor or the applicable Loan Party, as applicable, and the applicable bank or securities intermediary have entered into control agreements with Administrative Agent governing such Investments in order to perfect (and further establish) Administrative Agent’s Liens in such Investments.”

4. Representations and Warranties . Each of the Loan Parties, by executing this Amendment, hereby certifies and confirms that as of the date hereof and after giving effect to this Amendment: (a) the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith (i) have been authorized by all requisite action on the part of the Loan Parties, (ii) will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or (iii) conflict with or violate any of the Loan Parties’ respective Organization Documents ; (b) the representations and warranties of the Loan Parties contained in the Credit Agreement and GSA (as amended by this Amendment) and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the specific dates or times referred to therein); (c) no Event of Default or Default under the Credit Agreement shall have occurred and be continuing or shall exist which will not be cured by the execution and effectiveness of this Amendment; and (d) the Credit Agreement and GSA (as amended by this Amendment) and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof.

5. Conditions of Effectiveness of the Amendment . The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:

78236901_5

(a) Fees and Expenses . The Loan Parties shall pay to the Administrative Agent the costs and expenses of the Administrative Agent, including reasonable fees of the Administrative Agent’s counsel in connection with this Amendment.

(b) Execution and Delivery . The Loan Parties and the Required Lenders shall have executed and delivered to the Administrative Agent counterparts to this Amendment.

(c) Receivables Facility Amendment . The parties to that certain Waiver and First Amendment to Receivables Facility Loan Documents of even date herewith with respect to the Receivables Facility Credit Agreement shall have delivered executed counterparts thereto to the Receivables Facility Administrative Agent and all conditions to effectiveness thereto shall have been met to the satisfaction of the Receivables Facility Administrative Agent.

6. Force and Effect . Each Loan Party reconfirms, restates, and ratifies each of Loan Documents to which it is a party and except as amended by this Amendment each Loan Party confirms that all such Loan Documents to which it is party remain in full force and effect since the date of their execution.

7. Governing Law . This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.

8. Counterparts . This Amendment may be signed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and delivery of executed signature pages hereof by telecopy or other electronic transmission from one party to another shall constitute effective and binding execution and delivery of this Amendment by such party.

78236901_5

9. Release; Indemnification .

(a) Release . In further consideration of the Administrative Agent’s and Required Lenders’ execution of this Amendment, each Loan Party, individually and on behalf of its respective successors (including any trustees acting on behalf of such party, and any debtor-in-possession with respect to such party), assigns, subsidiaries and affiliates, hereby forever releases the Lenders and the Administrative Agent and their successors, assigns, parents, subsidiaries, and affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the “ Releasees ”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that any Loan Party has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof (including with respect to the Obligations, any Collateral and any third parties liable in whole or in part for the Obligations). This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the Credit Agreement (as amended by this Amendment) or the other Loan Documents.

(b) Related Indemnity . Each Loan Party hereby agrees that its release of the Releasees set forth in Section 9(a) shall include an obligation to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including officers, directors, agents, trustees, creditors, partners or shareholders of any such Loan Party or any parent, subsidiary or affiliate of any such Loan Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided , that no any such Loan Party shall be liable for any indemnification to a Releasee to the extent that any such liability, obligation, loss, penalty, action, judgment, suit, cost, expense or disbursement results from the applicable Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of the Credit Agreement and the other Loan Documents.

10. Amendment as Loan Document . The parties hereto acknowledge and agree that this Amendment constitutes a Loan Document.

[SIGNATURES BEGIN ON NEXT PAGE]

78236901_5

IN WITNESS WHEREOF and intending to be legally bound hereby, the parties hereto have executed this Amendment as of the date first above written.

LOAN PARTIES :

ANIXTER INC .,
a Delaware corporation

By:     /s/ Rodney A. Shoemaker
Name:    Rodney A. Shoemaker
Title:    Senior Vice President – Treasurer

ANIXTER INTERNATIONAL INC. ,

a Delaware corporation

By:     /s/ Rodney A. Shoemaker
Name:    Rodney A. Shoemaker
Title:    Senior Vice President – Treasurer

ACCU-TECH CORPORATION ,
a Georgia corporation

By:     /s/ Rodney A. Shoemaker
Name:    Rodney A. Shoemaker
Title:    Senior Vice President – Treasurer

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

TRI-NORTHERN HOLDINGS, INC. , a Delaware corporation,

TRI-NORTHERN ACQUISITION INC. , a Delaware corporation,

NORTHERN VIDEO SYSTEMS, INC. , a California corporation,

SR DISTRIBUTION, INC. , a Delaware corporation,

TRI-ED DISTRIBUTION INC. , a California corporation

COMMUNICATION CABLES, LLC , a Delaware limited liability company,
ANIXTER POWER SOLUTIONS INC. , a Michigan corporation,

ANIXTER POWER SOLUTIONS, LLC , a Florida limited liability company

By: /s/ W. David Johnson
Name: W. David Johnson

Title: Assistant Treasurer

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Lender and as Administrative Agent

By: /s/ Keith D. Contole

Name: Keith D. Contole

Title: Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

Acknowledged and Agreed:

JPMORGAN CHASE BANK, N.A. , as a Lender

By: /Stephanie A. Lis

Name: Stephanie A. Lis

Title: Authorized Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

Acknowledged and Agreed:

BANK OF AMERICA, N.A. , as a Lender

By: /s/ Andrew Finemore

Name: Andrew Finemore

Title: Assistant Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

Acknowledged and Agreed:

SUNTRUST BANK , as a Lender

By: /s/ Douglas M. Sherlag

Name: Douglas M. Sherlag

Title: Director

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

Acknowledged and Agreed:

PNC BANK, NATIONAL ASSOCIATION , as a Lender

By: /s/ Jenna Mahler

Name: Jenna Mahler

Title: Assistant Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS]

EXHIBIT 21.1

Anixter International Inc.

List of Subsidiaries as of December 30, 2016



Company Name	Jurisdiction of Incorporation
Anixter Inc.	Delaware
Accu-Tech Corporation	Georgia
Anixter (Barbados) SRL	Barbados
Anixter Cables y Manufacturas, S.A. de C.V.	Mexico
Anixter Chile S.A.	Chile
Anixter Colombia S.A.S.	Colombia
Anixter Costa Rica S.A.	Costa Rica
Anixter Dominicana, SRL	Dominican Republic
Anixter Information Systems Corporation	Illinois
Anixter Jamaica Limited	Jamaica
Anixter New Zealand Limited	New Zealand
Anixter Panama, S.A.	Panama
Anixter Peru, S.A.C.	Peru
Anixter Philippines Inc.	Delaware
Anixter Power Solutions Inc.	Michigan
Anixter Procurement Corporation	Illinois
Anixter Puerto Rico, Inc.	Delaware
Anixter Real-Estate Inc.	Illinois
Anixter Receivables Corporation	Delaware
Anixter Venezuela Inc.	Delaware
Anixter Financial Inc.	Delaware
Anixter Communications (Malaysia) Sdn Bhd	Malaysia
Anixter India Private Limited	India
Anixter Japan KK	Japan
Anixter Singapore Pte. Ltd.	Singapore
Anixter Thailand Inc.	Delaware
Anixter Hong Kong Limited	Hong Kong
Anixter Communications (Shanghai) Co. Limited	China
Anixter Holdings, Inc.	Delaware
Anixter Argentina S.A.	Argentina
Servicios Anixter, S.A. de C.V.	Mexico
XpressConnect Supply Inc.	Delaware
Anixter (CIS) LLC	Russia
Anixter U.S. LLC	Delaware
Anixter Total Holdings C.V.	The Netherlands
Anixter Mid Holdings B.V.	The Netherlands
AXE Distribution Solutions Trinidad, Ltd.	Trinidad
Anixter Sub Holdings B.V	The Netherlands
Anixter do Brasil Ltda	Brazil
Anixter Logistica do Brasil LTDA	Brazil
Anixter Australia Pty. Ltd.	Australia
ALLNET Technologies Pty. Ltd.	Australia
Anixter Canada Inc.	Canada
Anixter Canadian Holdings ULC	Canada



WireXpress Ltd.	Canada
Anixter Holdings Mexico LLC	Delaware
Anixter de Mexico, S.A. de C.V.	Mexico
Anixter Fasteners de Mexico, S de RL de CV	Mexico
Anixter Logistica y Servicios S.A. de C.V.	Mexico
Anixter Guatemala y Compañia Limitada	Guatemala
XpressConnect Supply Mexico, S.A. de C.V.	Mexico
Anixter Distribuidor de Soluciones Empresariales e Industriales S.A.	Uruguay
Anixter Jorvex S.A.C.	Peru
Eurinvest Cooperatief U.A.	The Netherlands
Eurinvest B.V.	The Netherlands
Anixter Asia Holdings Limited	Hong Kong
Anixter Belgium B.V.B.A.	Belgium
Anixter España S.L.	Spain
Anixter Fasteners Deutschland GmbH	Germany
Anixter Bulgaria EOOD	Bulgaria
Anixter France SARL	France
GU-GE Xing Fasteners Trade Co., Ltd. Shanghai	China
Anixter Italia S.r.l.	Italy
Anixter Morocco SARL AU	Morocco
Anixter Nederland B.V.	The Netherlands
Anixter Switzerland Sàrl	Switzerland
XpressConnect Holdings B.V.	The Netherlands
XpressConnect International B.V.	The Netherlands
XpressConnect Supply do Brasil Ltda	Brazil
XpressConnect Supply B.V.B.A.	Belgium
XpressConnect Supply Colombia S.A.S.	Colombia
Xpress Connect Supply Hong Kong Limited	Hong Kong
Anixter International Limited	United Kingdom
Anixter Limited	United Kingdom
Infast Group Limited	United Kingdom
Haden Drysys S.A.	Spain
Anixter Distribution Ireland Limited	Ireland
Anixter Pension Trustees Limited	United Kingdom
Anixter Pension Scheme Trustees Limited	United Kingdom
Anixter (U.K.) Limited	United Kingdom
Anixter Saudi Arabia Limited	Saudi Arabia
Anixter Middle East FZE	United Arab Emirates
HMH Pension Trustees Limited	United Kingdom
9112855 Canada Inc.	Canada
Tri-Ed ULC (formerly Tri-Ed Ltd)	British Columbia
Pro Canadian Holdings I, ULC	Nova Scotia
Anixter Power Solutions Canada Inc. (formerly HD Supply Canada Inc.)	Ontario
B.E.L. Corporation	Delaware
Anixter Eurotwo Holdings B.V.	The Netherlands
Anixter Danmark A/S	Denmark
Anixter Deutschland GmbH	Germany
Anixter Hungary Ltd.	Hungary
Anixter Iletisim Sistemleri Pazarlama ve Ticaret A.S.	Turkey
Anixter Greece Network Systems One Shareholder L.L.C.	Greece



Anixter Norge A.N.S.	Norway
Anixter Poland Sp.z.o.o.	Poland
Anixter Portugal S.A.	Portugal
Anixter Sverige AB	Sweden
Anixter Austria GmbH	Austria
Anixter Czech a.s.	Czech Republic
Anixter Slovakia s.r.o.	Slovak Republic
PT Anixter Indonesia	Indonesia
Tri-Ed Distribution Inc.	California
Communication Cables, LLC	Delaware
Tri-Ed Puerto Rico Ltd. Inc.	Puerto Rico
Itel Corporation	Delaware
Itel Container Ventures Inc.	Delaware
ICV GP Inc.	Delaware
Itel Rail Holdings Corporation	Delaware
Green Bay & Western Railroad Company	Wisconsin
Signal Capital Corporation	Delaware
Signal Capital Projects, Inc.	Delaware

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in each of the following Registration Statements of Anixter International Inc. and in the related Prospectuses:


(1)	Registration Statements (Form S-3 No. 333-180905 and 333-180905-01) pertaining to the 2012 Shelf Registration Statement;


(2)	Registration Statement (Form S-8 No. 33-13486) pertaining to the 1987 Key Executive Equity Plan;


(3)	Registration Statement (Form S-8 No. 33-38364) pertaining to the 1989 Employee Stock Incentive Plan;


(4)	Registration Statement (Form S-8 No. 333-05907) pertaining to the 1996 Stock Incentive Plan;


(5)	Registration Statement (Form S-8 No. 333-56935) pertaining to the 1998 Stock Incentive Plan;


(6)	Registration Statement (Form S-8 No. 333-103270) pertaining to the 2001 Stock Incentive Plan;


(7)	Registration Statement (Form S-8 No. 333-145318) pertaining to the 2006 Stock Incentive Plan; and,


(8)	Registration Statement (Form S-8 No. 333-172505) pertaining to the 2010 Stock Incentive Plan

of our reports dated February 23, 2017 , with respect to the consolidated financial statements and schedules of Anixter International Inc. and the effectiveness of internal control over financial reporting of Anixter International Inc. included in this Annual Report (Form 10-K) for the fiscal year ended December 30, 2016 .

/s/ Ernst & Young LLP

Chicago, Illinois

February 23, 2017

EXHIBIT 31.1

PRESIDENT AND CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Robert J. Eck, certify that:


(1)	I have reviewed this annual report on Form 10-K of Anixter International Inc.;


(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


(4)	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


(5)	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



February 23, 2017		/s/ Robert J. Eck
		Robert J. Eck
		President and Chief Executive Officer

EXHIBIT 31.2

EXECUTIVE VICE PRESIDENT – FINANCE AND CHIEF FINANCIAL OFFICER CERTIFICATION

I, Theodore A. Dosch, certify that:


(1)	I have reviewed this annual report on Form 10-K of Anixter International Inc.;


(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


(4)	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


(5)	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



February 23, 2017		/s/ Theodore A. Dosch
		Theodore A. Dosch
		Executive Vice President-Finance and
		Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Anixter International Inc. (the "Company") on Form 10-K for the period ending December 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Robert J. Eck, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Robert J. Eck
Robert J. Eck
President and Chief Executive Officer
February 23, 2017

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Anixter International Inc. (the "Company") on Form 10-K for the period ending December 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Theodore A. Dosch, Executive Vice President-Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Theodore A. Dosch
Theodore A. Dosch
Executive Vice President-Finance
and Chief Financial Officer
February 23, 2017