ANIXTER INTERNATIONAL INC
10-Q, 2000-11-06
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

             For the quarterly period ended September 29, 2000

                                       OR

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

                        For the transition period from to

                         Commission File Number: 1-5989

                             ANIXTER INTERNATIONAL INC.
          (Exact name of registrant as specified in its charter)

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


                                 4711 Golf Road
                             Skokie, Illinois 60076
                                 (847) 677-2600
         (Address and telephone number of principal executive offices)

     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

     At November 2, 2000,  37,550,510  shares of the registrant's  Common Stock,
$1.00 par value, were outstanding.


<PAGE>


                                TABLE OF CONTENTS



                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements                                                  1

Item 2. Management's Discussion and Analysis
        of Financial  Condition and Results of  Operations                    7

                           PART II. OTHER INFORMATION

Item 1. Legal  Proceedings                                                    *

Item 2. Changes in  Securities                                                *

Item 3.  Defaults Upon Senior  Securities                                     *

Item 4.  Submission  of Matters to a Vote of Security Holders                 *

Item 5. Other  Information                                                    *

Item 6. Exhibits and Reports on Form 8-K 12                                  12

* No reportable  information under this item.


     This  report 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,  which can be identified
by  the  use of  forward-looking  terminology  such  as  "believes",  "expects",
"prospects",  "estimated",  "should",  "may" or the  negative  thereof  or other
variations   thereon  or  comparable   terminology   indicating   the  Company's
expectations or beliefs concerning future events. The Company cautions 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.  Other  factors  could also cause actual
results to differ materially from expected results included in these statements.
These factors include general economic conditions,  technology changes,  changes
in supplier or customer  relationships,  exchange rate  fluctuations  and new or
changed competitors.


<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                                                 ANIXTER INTERNATIONAL INC.
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (Unaudited)

(In millions, except per share amounts)

                                                 For the 13 Weeks Ended                      For the 39 Weeks Ended
                                          --------------------------------------     ---------------------------------------
                                           September 29,          October 1,          September 29,           October 1,
                                                2000                 1999                  2000                  1999
                                          -----------------     ----------------     -----------------     -----------------
<S>                                       <C>                   <C>                  <C>                   <C>

Net sales                                 $          955.9      $         710.4      $        2,606.5      $        1,964.0
Cost of goods sold                                   754.1                548.5               2,038.1               1,496.9
                                          -----------------     ----------------     -----------------     -----------------
Gross profit                                         201.8                161.9                 568.4                 467.1
Operating Expenses                                   145.8                126.9                 420.8                 377.8
Amortization of goodwill                               2.1                  1.8                   6.2                   5.6
                                          -----------------     ----------------     -----------------     -----------------
Operating income                                      53.9                 33.2                 141.4                  83.7
Interest expense                                     (12.5)                (8.9)                (33.9)                (25.0)
Foreign exchange and other, net                       (0.5)                (0.1)                  0.3                  (0.2)
                                          -----------------     ----------------     -----------------     -----------------
Income before income taxes                            40.9                 24.2                 107.8                  58.5
Income tax expense                                    16.9                (14.1)                 45.0                   0.3
                                          -----------------     ----------------     -----------------     -----------------
Income from continuing operations                     24.0                 38.3                  62.8                  58.2

Discontinued operations:
    Income (loss) from discontinued
       operations, net of tax                            -                 (0.6)                    -                  (1.1)
    Gain on disposal of discontinued
       operations, net of tax                            -                  6.5                     -                  52.4
                                          -----------------     ----------------     -----------------     -----------------
Net income                                $           24.0      $          44.2      $           62.8      $          109.5
                                          =================     ================     =================     =================

Basic income per share:
    Continuing operations                 $           0.65      $          1.06      $           1.73      $           1.53
    Discontinued operations                              -                 0.17                     -                  1.35
                                          -----------------     ----------------     -----------------     -----------------
    Net income                            $           0.65      $          1.23      $           1.73      $           2.88
                                          =================     ================     =================     =================

Diluted income per share:
    Continuing operations                 $           0.59      $          1.04      $           1.63      $           1.52
    Discontinued operations                              -                 0.16                     -                  1.33
                                          -----------------     ----------------     -----------------     -----------------
    Net income                            $           0.59      $          1.20      $           1.63      $           2.85
                                          =================     ================     =================     =================


</TABLE>



      See accompanying notes to the condensed consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>

                                                   ANIXTER INTERNATIONAL INC.
                                             CONDENSED CONSOLIDATED BALANCE SHEETS




(In millions)                                                                  September 29,            December 31,
                                          ASSETS                                  2000                     1999
                                                                              ---------------          ---------------
                                                                               (Unaudited)
<S>                                                                           <C>                      <C>

Current assets:
   Cash                                                                       $         18.4           $         17.5
   Accounts receivable (less allowances
     of $17.0 and $10.3 in 2000 and 1999, respectively)                                725.5                    537.5
   Inventories                                                                         860.6                    536.4
   Deferred income taxes                                                                20.0                     18.2
   Other current assets                                                                 11.7                     11.5
                                                                              ---------------          ---------------
       Total current assets                                                          1,636.2                  1,121.1
Property and equipment, at cost                                                        160.4                    158.6
Accumulated depreciation                                                              (108.4)                  (105.5)
                                                                              ---------------          ---------------
       Property and equipment, net                                                      52.0                     53.1
Goodwill (less accumulated amortization of
   $84.6 and $78.4 in 2000 and 1999, respectively)                                     233.2                    229.1
Other assets                                                                            41.3                     31.4
                                                                              ---------------          ---------------
                                                                              $      1,962.7           $      1,434.7
                                                                              ===============          ===============


                                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                           $        539.6           $        340.4
   Accrued expenses                                                                    135.3                    131.2
   Income taxes payable                                                                 15.4                      6.0
                                                                              ---------------          ---------------
       Total current liabilities                                                       690.3                    477.6
Other liabilities                                                                       35.7                     32.7
Long-term debt                                                                         513.6                    468.0
Zero-coupon convertible notes                                                          203.6                        -
                                                                              ---------------          ---------------
       Total liabilities                                                             1,443.2                    978.3
Stockholders' equity:
   Common stock                                                                         37.3                     35.9
   Accumulated other comprehensive income                                              (54.6)                   (37.6)
   Retained earnings                                                                   536.8                    458.1
                                                                              ---------------          ---------------
                                                                                       519.5                    456.4
                                                                              ---------------          ---------------
                                                                              $      1,962.7           $      1,434.7
                                                                              ===============          ===============
</TABLE>



      See accompanying notes to the condensed consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>

                                           ANIXTER INTERNATIONAL INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Unaudited)




(In millions)                                                                            39 Weeks Ended
                                                                            -----------------------------------------
                                                                             September 29,             October 1,
                                                                                  2000                    1999
                                                                            -----------------       -----------------
<S>                                                                         <C>                     <C>

Operating activities
   Net income                                                               $           62.8        $          109.5
   Adjustments to reconcile income from continuing operations
     to net cash provided by continuing operating activities:
        Income from discontinued operations                                                -                   (51.3)
        Depreciation and amortization                                                   20.3                    20.0
        Deferred income taxes                                                           (2.0)                  (28.3)
        Changes in current assets and liabilities, net                                (307.8)                 (104.1)
        Other, net                                                                       0.6                     0.8
                                                                            -----------------       -----------------
            Net cash used in continuing operating activities                          (226.1)                  (53.4)

Investing activities
   Capital expenditures                                                                (13.2)                  (12.8)
   Acquisitions and divestitures                                                        (3.7)                      -
   Other                                                                                   -                     0.9
                                                                            -----------------       -----------------
            Net cash used in continuing investing activities                           (16.9)                  (11.9)

Financing activities
   Proceeds from long-term borrowings                                                1,155.9                   728.5
   Repayment of long-term borrowings                                                  (903.0)                 (714.9)
   Proceeds from issuance of common stock                                               30.8                     7.0
   Purchases of common stock for treasury                                              (15.4)                  (85.6)
   Debt issuance costs                                                                  (6.4)                      -
   Other, net                                                                           (6.2)                   (5.5)
                                                                            -----------------       -----------------
            Net cash provided by (used in) continuing financing activities             255.7                   (70.5)

Cash (used in) provided by discontinued operations                                     (11.8)                  131.0
                                                                            -----------------       -----------------
Increase (decrease) in cash                                                              0.9                    (4.8)
Cash at beginning of period                                                             17.5                    20.5
                                                                            -----------------       -----------------
Cash at end of period                                                       $           18.4        $           15.7
                                                                            =================       =================


</TABLE>






      See accompanying notes to the condensed consolidated financial statements.






<PAGE>

                           ANIXTER INTERNATIONAL INC.
      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Basis of Consolidation and Presentation

         The accompanying  condensed consolidated financial statements should be
read in  conjunction  with the  consolidated  financial  statements  included in
Anixter  International Inc.'s ("the Company") Annual Report on Form 10-K for the
year ended December 31, 1999. The condensed  consolidated  financial information
furnished  herein  reflects  all  adjustments  (consisting  of normal  recurring
accruals)  which  are,  in  the  opinion  of  management,  necessary  for a fair
presentation of the condensed  consolidated financial statements for the periods
shown.  The  results of  operations  of any interim  period are not  necessarily
indicative  of the results that may be expected for a full fiscal year.  Certain
amounts  for the prior  year  have  been  reclassified  to  conform  to the 2000
presentation.

Accounts Receivable Securitization Program

         In the fourth quarter of 2000, the Company  entered into a $275 million
accounts receivable  securitization  program. The program is conducted through a
special purpose corporation which is a wholly-owned unconsolidated subsidiary of
the Company.  The program is secured by accounts  receivable  originating in the
United States and consists of a series of 364-day  facilities.  Initially,  $257
million of the securitized  accounts receivable will be removed from the balance
sheet. The proceeds were used to reduce outstanding debt. A non-operating charge
of approximately $9 million,  primarily  relating to the discount on the sale of
the accounts receivable to the wholly- owned special purpose corporation will be
recorded at inception of the program in the fourth quarter.  The Company expects
to substantially recover the charge during the course of the program.

Recently Issued Accounting Pronouncements

        In June 2000, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 138,  "Accounting  for Certain
Derivative Instruments and Certain Hedging Activities - an amendment of SFAS No.
133." These  statements  outline the  accounting  treatment  for all  derivative
activity. The Company is required to and will adopt these standards in the first
quarter of fiscal  2001,  but does not  expect  adoption  to have a  significant
effect on its consolidated results of operations or financial position.

     On December 3, 1999, the Securities  and Exchange  Commission  staff issued
Staff  Accounting  Bulletin  ("SAB") No.  101.  SAB No. 101  reflects  the basic
principles of revenue recognition. The Company is required to and will adopt SAB
No.  101 in the fourth  quarter of fiscal  2000.  The  adoption  will not have a
significant  effect on the  consolidated  results  of  operations  or  financial
position.

                         ANIXTER INTERNATIONAL INC.
      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Income per Share

The following  table sets forth the  computation of basic and diluted income per
common  share  from  continuing  operations  (In  thousands,  except  per  share
amounts):
<TABLE>
<CAPTION>

                                                         13 weeks ended                                     39 weeks ended
                                                September 29,         October 1,             September 29,                October 1,
                                                    2000                1999                      2000                       1999
<S>                                            <C>                  <C>                 <C>                         <C>

Basic EPS:
    Income from continuing operations          $        24,055     $        38,273      $              62,848       $         58,197
       (numerator)
    Weighted-average common shares
       Outstanding (denominator)                        36,975              36,026                      36,321                37,978

    Basic EPS                                  $           .65     $          1.06      $                 1.73      $           1.53

Diluted EPS:
    Income from continuing operations          $        24,055     $        38,273      $               62,848      $         58,197
    Interest impact of assumed
       conversion of convertible notes                   2,056                  --                       2,101                    --
    Income from continuing operations
       plus assumed conversion (numerator)     $        26,111     $        38,273      $               64,949      $         58,197
    Weighted-average common shares
       outstanding                                      36,975              36,026                      36,321      $         37,978
    Effect of dilutive securities:
      Stock options, warrants and
         convertible notes                               7,519                 887                       3,450                   425
    Weighted-average common shares
       outstanding (denominator)                        44,494              36,913                      39,771                38,403

    Diluted EPS                                $           .59     $          1.04      $                 1.63      $           1.52
</TABLE>



Note 3.  Comprehensive Income

For the 13 and 39 weeks ended  September 29, 2000,  total  comprehensive  income
amounted to $17.5  million and $45.8  million,  respectively.  For the 13 and 39
weeks ended October  1,1999,  total  comprehensive  income was $44.8 million and
$113.0   million,   respectively.   The   difference   between  net  income  and
comprehensive income is the change in cumulative translation adjustments.


Note 4.  Discontinued Operations

In the fourth quarter of 1998, the Company decided to exit its Integration
segment and accordingly,  the Integration segment is reflected as a discontinued
operation  in  these  financial  statements.  The  sale  of the  North  American
Integration  business was completed on April 2, 1999,  following the sale of the
European  Integration  business in the fourth  quarter of 1998.  Total  proceeds
received  were $215.8  million.  This resulted in a one-time  after-tax  gain of
$45.9 million,  which is net of $11.0 million of costs associated primarily with
the closing of selected  Latin  American  and Asian  Integration  locations  and
severance costs associated with staff  reductions  necessitated by discontinuing
the Integration  segment.  In the third quarter of 1999, the Company recorded an
additional  after-tax net  curtailment  gain of $2.5 million.  The gain resulted
from the net decrease in the Company's pension benefit  obligation for employees
affected by the sale of the North  American  Integration  business.  The Company
also  recognized  a tax benefit of $8.4 million  resulting  from the reversal of
certain  tax  liabilities   associated  with  prior  years'  reported  sales  of
discontinued  assets. In addition,  a $4.4 million net loss was recorded for the
write-down of certain assets held for sale sold in the fourth quarter of 1999.

Integration  net sales were $12.5  million and $190.4  million for the 13 and 39
weeks ended  October  1,1999,  respectively.  Interest  expense was allocated to
discontinued operations based on the percentage of total identifiable assets.

Note 5. Acquisition and Divestiture of Businesses

In the first quarter of 2000,  the Company  acquired 100% of the stock of allNET
Technologies  Pty Limited  ("allNET")  for $6.7 million.  allNET is a structured
cabling  distributor  located in Australia.  In the third  quarter of 2000,  the
Company  sold  the  net  assets  of  a  wholly-owned   subsidiary  of  Accu-Tech
Corporation for $4.6 million.  The effect of these transactions on the operating
results of the Company was not significant.

Note 6.  Debt

On June 28, 2000,  the Company  issued $792 million 7%  zero-coupon  convertible
notes due  2020.  The net  proceeds  from the issue  were $193  million  and was
initially used to repay working  capital  borrowings  under a floating rate bank
line of credit  which  matures on  September  6, 2001.  The  Company  expects to
reborrow  such  amounts  under the line of credit  from time to time for general
corporate purposes. The discount associated with the issuance is being amortized
through June 28, 2020 using the effective  interest rate method.  Issuance costs
were $7 million and are being amortized through June 28, 2020 using the straight
line method.

On October 6, 2000, the Company entered into a new credit arrangement to replace
the existing $550 million  revolving credit agreement set to mature in 2001. The
new agreement  consists of a $500 million,  senior  unsecured,  revolving credit
line which includes a $390 million,  five year  agreement,  plus a $110 million,
364 day agreement.

<PAGE>

Note 7.  Summarized Financial Information of Anixter Inc.

The  Company  has an  approximate  99%  ownership  interest  in Anixter  Inc. at
September 29, 2000, which is included in the consolidated  financial  statements
of the Company. The following  summarizes the financial  information for Anixter
Inc:



                                  ANIXTER INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)                                  September 29,        December 31,
                                                   2000                1999

Assets:                                                 (Unaudited)
     Current assets                          $       1,630.4   $         1,117.9
     Property, net                                      52.0                53.1
     Goodwill, net                                     233.3               229.1
     Other assets                                       39.0                31.2
                                             $       1,954.7   $         1,431.3
Liabilities and Stockholders' Equity:
     Current liabilities                     $         677.6   $           468.5
     Other liabilities                                  30.9                27.8
     Long-term debt                                    513.6               468.0
     Subordinated notes payable to parent              240.1                19.1
     Stockholders' equity                              492.5               447.9
                                             $       1,954.7   $         1,431.3


<TABLE>
<CAPTION>



                                  ANIXTER INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(In millions)                                            13 weeks ended                                 39 weeks ended
                                               September 29,       October 1,                   September 29,         October 1,
                                                    2000                   1999                   2000                   1999
<S>                                            <C>                 <C>                       <C>                   <C>


Net sales                                      $          955.9    $              710.4      $         2,606.5     $        1,938.9

Operating income                               $           54.4    $               33.5      $           143.5     $           85.2

Income before income taxes                     $           40.8    $               24.3      $           109.3     $           60.0

Income from continuing operations              $           23.0    $               13.3      $            61.6     $           32.8

Income loss from discontinued
    operations, net of tax                     $              -    $               (0.6)     $              -     $            (1.1)

Gain on disposal of discontinued
    operations, net of tax                     $              -    $                2.6      $               -     $           48.5

Net income                                     $           23.0    $               15.3      $            61.6     $           80.2

</TABLE>



<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

     The  following is a discussion  and analysis of the  historical  results of
operations and financial condition of Anixter International Inc. (the "Company")
and factors affecting the Company's financial resources.  This discussion should
be read in conjunction with the consolidated financial statements, including the
notes thereto,  set forth herein under "Financial  Statements" and the Company's
Annual Report on Form 10-K for the year ended December 31, 1999. This discussion
contains  forward-looking  statements,  which are qualified by reference to, and
should  be  read  in  conjunction  with,  the  Company's   discussion  regarding
forward-looking statements as set forth in this report.

Financial Liquidity and Capital Resources

Cash Flow

Consolidated net cash used in continuing operating activities was $226.1 million
for the 39 weeks ended September 29, 2000 compared to $53.4 million used for the
same period in 1999.  Cash used in  operating  activities  increased  due to the
increase in working  capital  required  to support  the growth in the  business.
Specifically,   inventory  has  increased  $324.2  million  from  December  1999
primarily  in order to support  the rapid  growth in the  service  provider  and
integrated supply business.  Consolidated net cash used in investing  activities
was $16.9 million for the 39 weeks ended September 29, 2000 versus $11.9 million
for the same period in 1999. In the first quarter of 2000, the Company purchased
a small structured  cabling company in Australia for $6.7 million.  In the third
quarter  of  2000,  the  Company  sold the net  assets  of a  wholly-owned  U.S.
subsidiary of its structured cabling business for $4.6 million in cash and notes
receivable.  Consolidated  net cash provided by financing  activities was $255.7
million for the 39 weeks ended September 29, 2000 in comparison to $70.5 million
used in the corresponding  1999 period.  The change is primarily the result of a
net increase in long-term  borrowings of $252.9  million to fund the increase in
working  capital.  In 1999,  long-term  borrowings  increased by $13.6  million.
Treasury  stock  purchases for the 39 weeks ended  September 29, 2000 were $15.4
million compared to $85.6 million in the corresponding  1999 period. The Company
received  $30.8  million in 2000 from the exercise of 1,813,311  stock  options.
Cash used for  discontinued  operations  was $11.8 million in the 39 weeks ended
September 29, 2000 compared to $131.0 million provided in the corresponding 1999
period.  The 39 weeks ended October  1,1999  includes the cash received from the
sale of the North American Integration business.

Financings

On  June  28,  2000,   the  Company  issued  $792  million  7%  zero-coupon
convertible  notes due 2020.  The net proceeds  from the issue were $193 million
and was initially used to repay working capital borrowings under a floating rate
bank line of credit which matures on September 6, 2001.  The Company  expects to
reborrow  such  amounts  under the line of credit  from time to time for general
corporate purposes. The discount associated with the issuance is being amortized
through June 28, 2020 using the effective  interest rate method.  Issuance costs
were $7 million and are being amortized through June 28, 2020 using the straight
line  method.On  October  6,  2000,  the  Company  entered  into two new  credit
arrangements to support further business growth. The new agreements consist of a
$500 million, senior unsecured,  revolving credit agreement,  and a $275 million
accounts  receivable  securitization  program.  The new  revolving  credit  line
includes a $390  million,  five-year  agreement,  plus a $110  million,  364-day
agreement.  These facilities replaced the existing $550 million revolving credit
agreement set to mature in 2001.

The new  accounts  receivable  securitization  program  is  conducted  through a
special  purpose  corporation  that is wholly owned by the Company.  The program
will be secured by  accounts  receivable  originating  in the United  States and
consists  of a series of  364-day  facilities.  Initially,  $257  million of the
securitized  accounts  receivable  were sold and removed from the balance sheet.
The proceeds were used to reduce  outstanding  debt. A  non-operating  charge of
approximately $9 million,  primarily relating to the discount on the sale of the
accounts  receivable to the wholly owned special  purpose  corporation,  will be
recorded at inception of the program in the fourth quarter.  The company expects
to substantially recover the charge during the course of the program.

At October 6, 2000,  $407.3 million was available under the bank revolving lines
of credit at Anixter  Inc.,  of which $35.7 was available to pay the Company for
intercompany liabilities.

Consolidated  interest  expense was $33.9  million and $25.0  million for the 39
weeks ended September 29, 2000 and October 1,1999, respectively. The increase is
due to higher debt levels required to fund the increase in working capital along
with higher interest rates.

The Company has  authorized  the repurchase of up to 1.5 million shares in 2000,
with the volume and timing to depend on market  conditions.  As of September 29,
2000, the Company has  repurchased  768,776 shares at an average cost of $19.97.
Purchases  were made in the open market or through other  transactions  and were
financed through available cash from the sale of the Integration  businesses and
other non-core assets.
<PAGE>
Other Liquidity Considerations

Certain debt  agreements  entered  into by the  Company's  subsidiaries  contain
various  restrictions  including  restrictions on payments to the Company.  Such
restrictions  have not had nor are  expected  to have an  adverse  impact on the
Company's ability to meet its cash obligations.

Capital Expenditures

Consolidated  capital  expenditures were $13.2 million and $12.8 million for the
39 weeks ended September 29, 2000 and October 1, 1999, respectively. The Company
expects to spend  approximately  $20 to $25 million in capital  expenditures  in
2000.

Results of Operations

The Company  competes  with  distributors  and  manufacturers  who sell products
directly  or  through  existing  distribution  channels  to end  users  or other
resellers.  The  Company's  relationship  with the  manufacturers  for  which it
distributes  products could be affected by decisions made by these manufacturers
as the result of changes in management  or ownerships as well as other  factors.
In addition,  the  Company's  future  performance  could be affected by economic
downturns and possible rapid changes in applicable technologies.

Quarter ended  September 29, 2000:  Income from  continuing  operations  for the
third  quarter of 2000 was $24.0  million  compared  with $38.3  million for the
third quarter of 1999.  Excluding a $24.3 million  one-time tax benefit recorded
in the third quarter of 1999, income from continuing operations increased 72.0%.

The  Company's  net sales during the third  quarter of 2000  increased  34.6% to
$955.9  million  from $710.4  million in the same  period in 1999.  Net sales by
major geographic market are presented in the following table:

                                                      13 weeks ended
                                            September 29,           October 1,
                                                 2000                 1999
                                                     (in millions)


North America                            $          746.2     $            547.4
Europe                                              161.8                  128.0
Asia Pacific and Latin America                       47.9                   35.0
                                         $          955.9     $            710.4

When compared to the  corresponding  period in 1999, North America sales for the
third quarter of 2000 grew 36.3% to $746.2 million. The improvement was a result
of continued  rapid growth in sales to the Service  Provider  market and a 28.3%
increase in Integrated  Supply  sales,  along with strong growth in sales to the
core  Enterprise  Network  Communications  and Electrical Wire and Cable market.
Based on third quarter results,  sales to the Service Provider market are now at
an annualized $600 million run rate.  Europe sales  increased  26.3%  reflecting
strong  growth in our core  structured  cabling  products,  along with a growing
amount of sales to the Service Provider market.  Excluding the effect of changes
in exchange rates,  Europe sales improved 36.8%. Asia Pacific and Latin American
net sales were up 37.2% from the third quarter of 1999,  reflecting  improvement
in their  respective  economies.  Excluding  the effect of  changes in  exchange
rates, Asia Pacific and Latin America sales increased 38.7%.

Operating  income  increased to $53.9  million in 2000 from $33.2 million in the
third quarter of 1999.  Operating income by major geographic market is presented
in the following table.

                                                       13 weeks ended
                                          September 29,               October 1,
                                              2000                       1999
                                                       (in millions)

North America                             $      47.6           $          31.1
Europe                                            5.7                       4.6
Asia Pacific and Latin America                    0.6                      (2.5)
                                          $      53.9           $          33.2


North America  operating  income for the third quarter of 2000 increased  53.1%,
from the corresponding period in 1999. Operating margins improved to 6.4% in the
third  quarter of 2000,  from 5.7% in the same period in 1999.  The  improvement
primarily relates to further leveraging of the expense structure which more than
offset a decline in gross  margins  resulting  from the mix in sales  associated
with the rapid  growth of sales to the Service  Provider and  Integrated  Supply
markets.  Europe  operating  income  increased  22.9%,  reflecting  strong third
quarter  sales.  Excluding  the  effect of  changes in  exchange  rates,  Europe
operating  profit  increased  33.4%.  Asia Pacific and Latin  America  operating
income  increased 3.1 million,  from a loss of $2.5 million in the third quarter
of 1999.  This resulted from the 37.2%  improvement  in sales and a reduced cost
structure  following the changes made in staffing and operations over the last 2
years. Changes in exchange rates had a minimal effect on operating income.

<PAGE>

The  consolidated  tax  provision on  continuing  operations  increased to $16.9
million in 2000 from a $14.1  million tax benefit in the third  quarter of 1999.
As a result of the completion of the Internal Revenue Service review of previous
open tax years,  a $24.3 million  one-time tax benefit was recorded in the third
quarter of 1999 to reverse  previously  established  tax  liabilities.  The 2000
effective tax rate of 41.3% is based on pre-tax book income  adjusted  primarily
for  amortization  of  nondeductible  goodwill and losses of foreign  operations
which are not currently deductible.

39 weeks ended September 29, 2000: Income from continuing  operations for the 39
weeks ended  September 29, 2000 was $62.8 million  compared to $58.2 million for
the 39 weeks ended  October 1, 1999.  Excluding  a $24.3  million  one-time  tax
benefit recorded in the third quarter of 1999, income from continuing operations
increased 85.3%.

The Company's net sales during the 39 weeks ended  September 29, 2000  increased
32.7% to $2,606.5  million from $1,964.0 million in the same period in 1999. Net
sales by major geographic market are presented in the following table:



                                                      39 weeks ended
                                             September 29,         October 1,
                                                 2000                 1999
                                                      (in millions)


North America                            $         2,038.9   $           1,473.0
Europe                                               435.8                 389.7
Asia Pacific and Latin America                       131.8                 101.3
                                         $         2,606.5   $           1,964.0



When compared to the corresponding  period in 1999, North America sales for
the 39 weeks  ended  September  29,  2000 grew 38.4% to  $2,038.9  million.  The
improvement  was a result of rapid  growth in sales to the Service  Provider and
Integrated  Supply  markets,  along  with  strong  growth  in  sales to the core
Enterprise Network Communications and Electrical Wire and Cable market. Sales to
the Service  Provider  market  continued  their  rapid  growth and are now at an
annualized $600 million run rate. Improvement in sales to the Enterprise Network
Communications  market  reflects  a rebound  from the soft  year-end  1999 sales
related to the Year 2000 compliance  efforts,  while improvement in sales to the
Electrical Wire and Cable market reflects higher copper prices and higher volume
associated with the sales to the public network  market.  Europe sales increased
11.8%  due to  strong  second  and third  quarter  sales in our core  structured
cabling  products  along  with an  increasing  amount  of sales  to the  Service
Provider market. Excluding the effect of changes in exchange rates, Europe sales
improved 20.6%. Asia Pacific and Latin American net sales were up 30.2% from the
same period in 1999, reflecting improvement in their respective economies.

Operating  income for the first three quarters of 2000 increased  68.9% or $57.7
million from $83.7 million in the first three quarters of 1999. Operating income
by major geographic market is presented in the following table:

                                                      39 weeks ended
                                           September 29,            October 1,
                                               2000                    1999

                                                       (in millions)


North America                            $          124.2      $           77.9
Europe                                               17.1                  14.8
Asia Pacific and Latin America                        0.1                  (9.0)
                                         $          141.4       $          83.7

North America  operating income increased 59.4%.  Operating  margins improved to
6.1% in the first three quarters of 2000,  from 5.3% in the same period in 1999.
The improvement  primarily relates to a reduction,  as a percentage of sales, in
retained overhead costs associated with the North American Integration business,
the absence of costs  associated with the Year 2000 compliance  efforts incurred
in 1999 and further  leveraging  of the  expense  structure  resulting  from the
significant   increase  in  sales.  Europe  operating  income  increased  15.3%,
reflecting  the increase in sales.  Excluding  the effect of changes in exchange
rates,  Europe operating profit increased 19.9%.  Asia Pacific and Latin America
operating income increased 101.4%,  recording income of $.1 million in the first
three quarters of 2000 compared to a loss of $9.0 million for the same period in
1999.  This  resulted  from the 30.2%  improvement  in sales and a reduced  cost
structure following the corrections made over the last 2 years.

The  consolidated  tax  provision on  continuing  operations  increased to $45.0
million in 2000 from $.3  million  in the first  three  quarters  of 1999 due to
higher  pre-tax  earnings.  The first three  quarters  of 1999  includes a $24.3
million  one-time tax benefit  recorded to reverse  previously  established  tax
liabilities.  The 2000  effective  tax rate of  41.7% is based on  pre-tax  book
income adjusted primarily for amortization of nondeductible  goodwill and losses
of foreign operations which are not currently deductible.

<PAGE>


                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

             27.1     Financial data schedule

(b)      Reports on Form 8-K

             None.


<PAGE>




                                   SIGNATURES



Pursuant  to the  requirements  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.

                                         ANIXTER INTERNATIONAL INC.

Date: November 3, 2000                   By:         /s/ Robert W. Grubbs
                                                         Robert W. Grubbs
                                         President and Chief Executive Officer

Date: November 3, 2000                   By:        /s/ Dennis J. Letham
                                                        Dennis J. Letham
                                         Senior Vice President - Finance
                                         and Chief Financial Officer






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