ANTEC CORP, 10-K405, 1997-03-28

ANTEC CORP
10-K405, 1997-03-28
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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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 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-22336

ANTEC CORPORATION
(Exact name of Registrant as specified in its charter)

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DELAWARE 36-3892082
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2850 WEST GOLF ROAD
ROLLING MEADOWS, IL 60008
(847) 439-4444
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

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

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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common stock, $0.01 par value NASDAQ National Market System
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Securities registered pursuant to Section 12(g) of the Act: None

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 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. [X]

The aggregate market value of the shares of Registrant's common stock,
$0.01 par value, held by nonaffiliates of Registrant was approximately
$280,830,000 as of March 13, 1997.

At March 13, 1997, 38,419,781 shares of Registrant's common stock, $0.01
par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's Proxy Statement for the 1997 Annual
Meeting of Stockholders of ANTEC Corporation are incorporated by reference into
Part III. This document consists of 39 pages. Exhibit List is on page 37.
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TABLE OF CONTENTS

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PAGE
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PART I.
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 9
Item 3. Legal Proceedings........................................... 9
Item 4. Submission of Matters to a Vote of Security Holders......... 9
PART II.
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters....................................... 11
Item 6. Selected Consolidated Historical and Pro Forma Financial
Data...................................................... 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 13
Item 8. Consolidated Financial Statements and Supplementary Data.... 17
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 17
PART III.
Item 10. Directors and Executive Officers of the Registrant.......... 35
Item 11. Executive Compensation...................................... 35
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 35
Item 13. Certain Relationships and Related Transactions.............. 35
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K....................................................... 36
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PART I

ITEM 1. BUSINESS

GENERAL

ANTEC Corporation ("ANTEC", or herein together with its consolidated
subsidiaries, called the "Company") is an international communications
technology company specializing in the design, engineering, manufacturing,
materials management and distribution of products for hybrid fiber/coax ("HFC")
broadband networks. The Company was incorporated in Delaware in May 1993 as a
wholly-owned subsidiary of Anixter Inc. ("Anixter"), which is a subsidiary of
Anixter International Inc. ("Anixter International"), (formerly Itel
Corporation).

The ANTEC business was originally formed as a division of Anixter in 1969
through the acquisition of a company involved in the cable industry. Commencing
in 1991, ANTEC established independent management, sales, marketing and data
processing functions and, in 1993, the establishment of ANTEC as a separate and
independent corporation was completed. The separation consisted of several steps
herein referred to as the "Corporate Organization." The Corporate Organization,
which was completed on July 16, 1993, consisted of: (i) the incorporation of
ANTEC; (ii) the negotiation and execution by ANTEC of a new revolving credit
facility (the "Credit Facility"); (iii) the contribution by Anixter of the
assets and liabilities of its ANTEC business divisions to ANTEC in exchange for
all of ANTEC's common and preferred stock; (iv) the use of the borrowings under
the Credit Facility for the repayment of certain Anixter debt, which had been
secured by ANTEC assets; (v) the distribution by Anixter of 100% of the
outstanding common stock of ANTEC to Anixter International; and (vi) the
exchange by Anixter of the ANTEC preferred stock held by it for approximately
$30 million of Anixter preferred stock held by Anixter International.

In September 1993, the Company completed an initial public offering (the
"Offering") with the sale of 5,400,000 shares of ANTEC common stock by the
Company and 3,972,500 shares of ANTEC common stock by Anixter International at
an offering price of $18 per share. ANTEC's net proceeds of the Offering were
used to reduce its outstanding indebtedness under its Credit Facility by
approximately $59.6 million and to redeem all of the ANTEC preferred stock held
by Anixter International for approximately $30 million. In May 1994, Anixter
International sold 4,000,000 additional shares of its ANTEC common stock. As of
December 31, 1996, Anixter International was the beneficial owner of
approximately 31% of the outstanding ANTEC common stock. This percentage was
reduced in 1997 as the result of the merger with TSX Corporation ("TSX") as
described below.

ANTEC strives to develop new products and technology applications, both
through its own engineering resources and by forging strategic alliances with
other companies. The Company's role in the development of new products is to
identify new product needs in the broadband communications industry and, through
its own engineering resources and its work with strategic allies, to develop and
bring new or improved products to market. ANTEC and its strategic partners
develop products and integrated systems that enhance, enable or are part of the
emerging interactive, broadband fiber optic, video, voice and data delivery
networks in an open network architecture. In recent years, increasing emphasis
has been placed on ANTEC's engineering resources.

ANTEC is one of the leading suppliers to the cable industry for fiber optic
products. ANTEC also supplies cable system operators with almost all of the
products required in a cable television system, including headend, distribution,
drop and in-home subscriber products. ANTEC serves its customers through an
efficient delivery network consisting of 25 sales and stocking locations
throughout the world. ANTEC maintains complete inventories and is able to
provide overnight, as well as staged delivery, of product on an "as needed"
basis.

ANTEC has concentrated primarily on serving the cable television industry
and, as a result, has been able to identify and respond to the needs of cable
operators making the technological shift to an open network architecture. ANTEC
has developed strong relationships with its customers, having served major cable
operators such as Tele-Communications, Inc. ("TCI"), Time Warner Cable and
Continental Cablevision,

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Inc. for many years. ANTEC intends to continue: (i) developing innovative
products and integrating technologies through internal research and development
and through strategic alliances with other companies, (ii) maintaining its
strong relationships with its existing customers, and (iii) expanding its
customer base to further include both domestic and foreign communications
companies. ANTEC intends to achieve these objectives through internal growth
and, as favorable opportunities arise, through additional strategic
acquisitions.

During 1994, ANTEC made five strategic acquisitions. In March 1994, ANTEC
acquired Electronic Systems Products, Inc. ("ESP"), an Atlanta-based engineering
consulting firm with core capabilities in digital design, radio frequency ("RF")
design and application specific integrated circuit development for the broadband
communications industry. ESP continued to provide engineering consulting
services to third parties and to support the Company's product development
efforts. In July 1994, ANTEC acquired Engineering Technologies Group, Inc.
("ETG"), a Denver-based engineering consulting firm specializing in broadband
communications system architecture, design, mapping and system rebuild/upgrade
analysis and planning. In August 1994, ANTEC acquired Power Guard, Inc. ("Power
Guard"), a leading manufacturer of power supplies and high security enclosures
for broadband communications networks. Power Guard's products include
uninterruptible, standby and non-standby power supplies and new products being
developed to meet the emerging broadband communications network powering needs.
In November 1994, ANTEC acquired all of the outstanding stock of Keptel, Inc.
("Keptel"), a designer, manufacturer and marketer of outside plant
telecommunications and transmission equipment for both residential and
commercial use, primarily by telephone companies. This acquisition provided
ANTEC with new product design, development and manufacturing capabilities and
expanded the Company's product lines to include a complete family of commercial
and residential network interface devices ("NIDs") and splice enclosures for the
telephone and cable television markets. Also in 1994, the Company entered into a
joint venture, Comunicaciones Broadband, with Scientific-Atlanta, Inc.
("Scientific-Atlanta") to provide a wide range of broadband network
communications products and services in Latin America. Late in 1994, the Company
purchased Scientific-Atlanta's ownership interest in the joint venture.

During the fourth quarter of 1995, the Company formed three new business
relationships with Northern Telecom, Inc. ("Nortel"). The first, a Denver-based
joint venture systems integration company called Integration Technologies,
L.L.C., of which the Company owns 50%, provides broadband network operators with
engineering and consulting solutions to help them build interactive networks. In
1996, ANTEC sold its ETG business to this joint venture. The second joint
venture company, called Arris Interactive, L.L.C., of which the Company owns
25%, is located in Atlanta and focuses on product development for Nortel's
Integrated Digital Access Technology and the ANTEC Digital Video technology. The
third business arrangement is a marketing and sales agreement for ANTEC to serve
as the distribution channel to the domestic cable market for Nortel's
Cornerstone Voice and Data products, as well as the products to be developed by
the new product development joint venture.

On February 6, 1997, shareholders of ANTEC and TSX approved the Plan of
Merger dated as of October 28, 1996, among ANTEC Corporation, TSX Corporation
and TSX Acquisition Corporation, and the merger became effective on that date.
Under the terms of the transaction, TSX shareholders received one share of ANTEC
common stock for each share of TSX common stock that they owned, while ANTEC
shareholders continued to own their existing shares. The transaction was
tax-free for TSX shareholders and will be accounted for as a pooling of
interests. As a result of the merger, Anixter International and TCI are
currently the beneficial owners of approximately 19% and 18%, respectively, of
the outstanding ANTEC common stock. TCI's beneficial ownership includes options
to acquire an additional 854,399 shares.

With the merger of these two companies, ANTEC completes its HFC product
line offering. TSX's primary products are optical nodes and distribution
amplifiers. ANTEC currently sells only limited quantities of these products, and
those it does sell are manufactured by others. As a result, ANTEC's offering of
hybrid fiber/coax products has not been as comprehensive as its principal
competitors. The combination of the two companies should enhance the opportunity
to sell not only ANTEC's current HFC products, but TSX's products as well.

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Approximately one-half of TSX's sales are international sales, and it has
only one significant domestic customer, TCI. In contrast, less than 25% of
ANTEC's sales are foreign sales, and although TCI is also its largest customer,
ANTEC has a relatively diversified customer base in the United States. These
complementary coverages should create opportunities for the combined enterprise
that did not exist for either ANTEC or TSX separately.

TSX has a state-of-the-art manufacturing facility in Juarez, Mexico that
has significant excess capacity. This excess capacity can be utilized to
manufacture products which ANTEC currently is purchasing from others or having
others manufacture for it.

CABLE INDUSTRY

Cable television is a service that delivers multiple channels of video
entertainment to subscribers who pay a monthly fee for the various entertainment
services they receive. A cable system consists of three principal segments. The
first is the headend where the cable system operator receives television signals
via satellite and other sources. The headend facility organizes, processes and
retransmits those signals through the second component, the distribution
network, to the subscriber. The distribution network consists of fiber optic and
coaxial cables and associated optical and electronic equipment which take the
original signal from the headend and transmit it throughout the cable system.
The third component is the "drop" which extends from the distribution network to
the subscriber's home and connects either directly to the subscriber's
television set or to a converter box. The converter box may be addressable (a
converter which permits the delivery of premium cable services, including
pay-per-view programming, by enabling the cable operator to control the
subscriber services through the headend) or non-addressable (where premium
channels are activated or eliminated by traps installed in the drop system
outside the home).

Industry sources estimate that U.S. cable systems pass 97% of America's TV
households and in excess of 68% of those households are subscribers. As a
result, the Company expects its future domestic revenues to come primarily from
upgrading, rebuilding and maintaining existing cable systems and from new
products, rather than from constructing new systems. Construction, maintenance,
expansion and upgrade of cable systems require significant capital expenditures
by operators for the various system components, including headend equipment,
fiber optic and coaxial cable, fiber optic transmitters and receivers, radio
frequency amplifiers, various items of distribution electronics and hardware and
converters.

A major trend in the cable industry has been the continuing expansion of
channel capacity in response to the cable operators' desire to provide
subscribers with more programming selections, including pay-per-view and
additional premium programming services. In addition, the U.S. cable industry
has responded to rapid developments in fiber optic technology, digital
compression (which allows several channels to be transmitted within the same
bandwidth that a single analog channel currently requires), computer electronics
and mass storage technology by upgrading the technological capabilities of their
systems to market and supply a wide array of communication services. Such
upgrades include not only additional enhanced channel capacity for premium
services, but also video-on-demand (a video entertainment and education library
available in the home on a real time, essentially unscheduled basis),
informational and transactional services, interactive entertainment and
education services, competitive access services (the by-pass of the local
telephone company to access long-distance telephone carriers) and switched
voice, data and other two-way telephone communications services.

The Company's performance is largely dependent on capital spending for
constructing, rebuilding, maintaining or upgrading of domestic cable systems.
Approximately 62% of the Company's sales for 1996 came from sales to the
domestic cable industry. Capital spending in the cable industry has been
cyclical. The amount of capital spending and, therefore, the Company's sales and
profits, are affected by a variety of factors, including general economic
conditions, availability and cost of capital, other demands and opportunities
for capital (such as acquisitions), regulation, demand for cable services,
competition and technology, and real or perceived trends or uncertainties in
these factors. For example, financing difficulties and concerns about potential
regulation and changing technologies depressed capital spending in 1991 and
mid-1992. Similarly, rate reductions for cable service imposed by the FCC in
1994 caused scheduled capital spending to be delayed.

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Also during 1995, delays in the passage of the telecommunications bill and
increased merger and acquisition activity in the cable industry depressed
capital spending.

In the first quarter of 1996, the telecommunications bill ("Bill") was
approved by Congress and signed by the President. Overall, the Bill allows
long-distance carriers, local phone companies and cable companies to provide
similar services across their networks. The Bill gives the FCC broad powers over
this process and the technology which will be used. The Bill also greatly eases
restrictions on ownership of radio and television stations, permits the regional
telephone companies to engage in manufacturing and research and development, and
is intended to facilitate the increased availability of wireless technologies.
The impact of the Bill on the Company and the industry it serves is not known as
the FCC, state regulators and the courts must decide how the Bill will be
implemented, and the companies must decide what services they will provide in
the future.

Technical developments and strategic decisions by cable system operators
and their competitors will significantly affect the Company. Cable systems are
now being bypassed by direct broadcast satellite services. A new satellite
service is being pursued which allegedly will offer up to 500 channels,
including local television stations. New digital technologies enable the
compression of many channels into the bandwidth currently used by one analog
channel. TCI and Time Warner Inc., the largest and second largest operators of
cable systems, respectively, have reportedly placed orders for substantial
quantities of new digital set top boxes which provide additional channels
without substantial upgrading of their systems. There are new wireless
technologies which could be used to bypass existing distribution systems. The
entrance of telephone companies into the cable industry and the consolidation of
cable companies and telephone companies, as the result of the new Federal
legislation discussed above, may affect not only the level of capital spending
in general, but the portion thereof received by the Company.

More direct in its impact on the Company was the October 1996 announcement
by TCI that it was temporarily ceasing to accept shipments of the traditional
products the Company sells. ANTEC's near term financial performance has been and
will continue to be adversely affected. Even if normal purchasing resumes
sometime in 1997, it appears that TCI intends to limit its expenditures for the
coaxial distribution portion of its cable systems. In the past, a large portion
of the Company's sales to TCI have been for rebuilding, extending and
maintaining this portion of their cable plant. ANTEC is unable to predict when,
if at all, TCI will once again begin accepting shipment of these products, or on
which products TCI or other customers will concentrate their purchases.

PRINCIPAL PRODUCTS

ANTEC has been a major supplier of products to the cable industry since
1969 and provides a broad range of products and services to cable system
operators. ANTEC supplies almost all of the products required in a cable system
including headend, distribution, drop and in-home subscriber products.

ANTEC maintains a significant inventory of headend products which its
customers require for signal acquisition and processing. Such products include
satellite receivers for signal reception and modulators, amplifiers and
equalizers which manipulate signals for further transmission. ANTEC also stocks
products that encode or descramble signals for retransmission as premium
channels.

Processed signals travel to the home along a distribution network of fiber
optic or coaxial cable. ANTEC supplies both types of cable, as well as products
capable of implementing either system design. Distribution networks, whether
fiber optic or coaxial, can be constructed either above or below ground. In an
aerial system, the transmission cable is supported by galvanized steel cables,
or "strand", which run from pole to pole. ANTEC supplies strand, as well as
other products such as bolts, braces, brackets, hooks and anchor rods used for
support and attachment. In an underground system, buried transmission cable
requires protection and is frequently encased in conduit which ANTEC also
supplies. Underground cable systems also require that underground connections be
waterproofed. The Company supplies both metal and plastic pedestals which encase
and protect such connections. ANTEC also manufacturers power supplies that
insert power at various points in the distribution system. In order to meet its
customers' needs for ancillary products, the Company supplies various
installation materials, tools and other safety equipment.

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ANTEC is a leading supplier of fiber optic products to the cable industry.
Traditionally, cable systems were designed using coaxial cable and a series of
amplifiers throughout the distribution network. Today, almost every substantial
upgrade or rebuild replaces elements of the traditional system with fiber optic
technology. The use of a fiber optic system enables the operator to send its
signals greater distances and with less signal degradation than the traditional
coaxial system. In addition, fiber optic cable's capacity to transmit a wider
bandwidth greater distances than coaxial cable allows for the transmission of
more channels to the subscriber's home. The use of fiber optic technology
eliminates in whole or in part the need for expensive electronic amplifiers in
the system and reduces overall maintenance costs associated with active
electronic components. ANTEC supplies the key product components of a fiber
optic rebuild or upgrade: fiber optic cable, laser transmitters and laser
receivers. In a fiber optic network, optical signals are transmitted throughout
the distribution system along a fiber optic cable from the headend to the node,
where the signal is received and transferred via coaxial cable to the home.
Laser transmitters convert incoming electronic video signals at the headend to
an optical signal which can be transmitted over the fiber optic cable. The laser
receiver is able to detect the light coming out of the cable and convert it back
into electronic signals for further transport to the home via coaxial cable.

In addition to the key components of a fiber optic network, ANTEC sells a
variety of ancillary fiber optic products. These products include shelf
assemblies in which lasers are mounted, various splicing equipment that allows
individual fibers to be connected either mechanically or by a heat fusion
process, and splice enclosure cases. ANTEC also provides various fiber optic
technology training courses for its customers.

Signals travel from the distribution system to the home via the drop which
consists primarily of coaxial cable, taps, line passives and splitters. These
products, of which ANTEC is a leading supplier under its Regal(TM) brand name,
primarily serve to split incoming signals for transmission to multiple homes and
televisions within a home. ANTEC's Regal(TM) taps, line passives and splitters
are capable of passing 600 megahertz ("Mhz") and one gigahertz ("Ghz") of signal
bandwidth and ANTEC is the leading supplier of such products. In addition, a new
line of Regal(TM) taps permits the passage of "power" down the distribution
system, which is essential to the providing of telephony services. Through its
acquisition of Keptel, ANTEC manufactures NIDs which serve as the demarcation
point where the signal from the service provider meets the wiring of the
subscribers' premise. ANTEC has taken additional steps to meet its customers'
needs by developing and marketing the Integrated Drop System(SM).

A large portion of the products supplied by the Company are manufactured
for it by domestic and foreign manufacturers. Approximately 48% of the Company's
purchases in 1996 were from its ten largest suppliers. The loss of a significant
manufacturing source could adversely affect ANTEC's business, although
management believes that any such loss is unlikely to have a lasting impact on
its business, since such products are generally available from alternate
sources.

ANTEC also manufactures certain telecommunications products, including T-1
repeater cases for AT&T and customized wire assemblies. The Company is also a
value-added supplier of electronic connectors for industrial original equipment
manufacturers and military markets, specializing in low-volume, hard-to-obtain
connector products.

ANTEC, through ESP, provides consulting services primarily for developers
of cable television products.

The Company also provides materials management services for several large
cable companies, including TCI. These services include providing procurement,
storage, shipping, tracking and reporting of product deployment, some of which
are on a "just-in-time" basis.

All of the above should be read in conjunction with the discussion of TSX
which appears above.

DEVELOPMENTAL PRODUCTS

ANTEC is committed to being a technology integrator and product development
specialist in the evolving broadband communications market. ANTEC strives to
develop new products and technology applications, both through its own
engineering resources and by forging strategic alliances with other companies.
ANTEC is currently involved in the development of several new products. There
can be no

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assurance that the technology applications under development by ANTEC will be
successfully developed or, if successfully developed, that they will be widely
used or that ANTEC will otherwise be able to successfully exploit these
technology applications. Furthermore, ANTEC's competitors may develop similar or
alternative new technology applications which, if successful, could have a
material adverse effect on ANTEC. ANTEC's strategic alliances are based on
business relationships and generally are not the subject of written agreements
expressly providing for the alliance to continue for a significant period of
time. The loss of a strategic partner could have a material adverse effect on
the development of new products under development with that partner.

SALES AND MARKETING

ANTEC maintains strong customer relationships through an extensive and
experienced, worldwide sales and marketing force. The sales and marketing team
consists of (i) a senior executive sales team that calls on the highest level of
customer executives, (ii) an outside sales force organized by geographic regions
which focuses on upgrade and rebuild activity on a project by project basis, and
(iii) an inside sales group that is responsible for regular phone contact,
prompt order entry, timely and accurate delivery and effective sales
administration for the many changes frequently required in any substantial
rebuild or upgrade activity. In addition, the sales structure includes sales
engineers and technicians that can assist customers in system design and
specification and can promptly be on site to "trouble shoot" any problems as
they arise during a project. An important element of ANTEC's sales strategy is
to maintain optimal inventory levels of a wide variety of products to enable
prompt delivery to customers.

ANTEC also employs an experienced marketing and product management team
that focuses on each of the various product categories and works with ANTEC
engineers and various technology partners on new products and product
improvements. This group is responsible for inventory levels and pricing,
delivery requirements, market demand and product positioning and advertising.
Product management works closely with the sales team and executive management to
assure that customers are getting the benefits of the newest technologies and
that the Company is abreast of market trends in the industry.

The Company utilizes a sophisticated computer system. The system is an
on-line, real time, fully integrated system providing the user with cost,
product location and availability, credit history, order tracking and material
management information, daily sales and profitability information, customer
profile information, product inquiry information and the capacity to permit
paperless transactions with customers.

INTERNATIONAL OPPORTUNITIES

Although more than 75% of ANTEC's 1996 sales are U.S. domestic sales, ANTEC
believes substantial international opportunities exist. ANTEC has sales offices
in Mexico, Argentina, Brazil, the United Kingdom, Italy, Spain, Hong Kong,
China, Australia and Singapore. ANTEC's Canadian distribution business was sold
in 1996. Also see discussion of TSX above.

SEASONALITY

Although the Company's business is not highly seasonal, the Company's sales
in the second and third quarters have generally been the strongest as cold
weather and the holiday season negatively impact construction and purchasing
patterns in the fourth quarter and, to a lesser extent, the first quarter of the
year.

SIGNIFICANT CUSTOMERS

The cable industry is highly concentrated with the majority of U.S.
domestic subscribers being served by approximately twenty-five major
multi-system operators ("MSOs"). In 1996, over 40% of the Company's revenues
were obtained from sales to the twenty-five largest MSOs. A significant portion
of the Company's revenue is derived from sales to TCI aggregating $114.2
million, $126.8 million and $151.6 million for the years ended December 31,
1996, 1995 and 1994, respectively. Although ANTEC's sales to TCI as a percentage
of total sales have been decreasing over the past few years, the acquisition of
TSX in 1997 brings TCI's percentage of combined sales of both companies in 1996,
on a pro forma basis, to 21%. A significant

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reduction in sales to TCI or the loss of TCI as a customer would result in a
material adverse effect on the financial condition and results of the Company.
The Company's near term financial performance has been and will continue to be
adversely affected by the October 1996 announcement by TCI that it was ceasing
to accept shipments of traditional products the Company sells. Even if normal
purchasing resumes sometime in 1997, it appears that TCI intends to limit its
expenditures for the coaxial distribution portion of its cable systems. In the
past, a large portion of ANTEC's sales to TCI have been for rebuilding,
extending and maintaining this portion of their cable plant. The Company is
unable to predict when, if at all, TCI will once again begin accepting shipment
of these products, or on which products TCI or other customers will concentrate
their purchases.

COMPETITION

All aspects of the Company's business are highly competitive. The Company
competes with national, regional and local manufacturers, distributors and
wholesalers including companies larger than ANTEC, such as General Instrument
Corporation and Scientific-Atlanta. Various manufacturers who are suppliers to
the Company sell directly as well as through distributors into the cable
marketplace. In addition, because of the convergence of the cable,
telecommunications and computer industries and rapid technological development,
new competitors are entering the cable market. Many of the Company's competitors
or potential competitors are substantially larger and have greater resources
than the Company. The principal methods of competition are product
differentiation, performance and quality; price and terms; and service,
technical and administrative support.

EMPLOYEES

As of December 31, 1996, the Company had approximately 2,000 full-time
employees of which approximately 60 were members of a union. The Company
believes that its relationship with its employees is excellent. The future
success of the Company depends in part on its ability to attract and retain key
executive, marketing and sales personnel. Competition for qualified personnel in
the cable industry is intense, and the loss of certain key personnel could have
a material adverse effect on the Company. The Company has entered into
employment contracts with its key executive officers. The Company also has a
stock option program which was intended to provide substantial incentives for
its key employees to remain with the Company. At current market prices, all of
these options are out of the money, some substantially so.

ITEM 2. PROPERTIES

The Company conducts its operations from 25 different locations, two of
which are owned and the remainder of which are leased. These facilities consist
of sales and administrative offices, warehouses and manufacturing facilities
totaling approximately 1,000,000 square feet. The Company's long-term leases
expire at various dates through 2005. The principal properties are located in
Chicago and Rock Falls, Illinois; Fontana, California; Tinton Falls, New Jersey;
Atlanta, Georgia; Denver, Colorado; El Paso, Texas; Miami, Florida; and Raleigh,
North Carolina in the United States; and Juarez, Mexico. The acquisition of TSX
in 1997 will add owned facilities in Chesham, England and Juarez, Mexico.

ITEM 3. LEGAL PROCEEDINGS

The Company is not currently engaged in any litigation that would have a
material adverse effect on its financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of 1996, no matters were submitted to a vote of
the security holders.

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EXECUTIVE OFFICERS OF THE COMPANY

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---- --- --------
<S> <C> <C>
John M. Egan........................... 49 Chairman, President, Chief Executive Officer and
Director
Lawrence A. Margolis................... 49 Executive Vice President, Chief Financial Officer and
Secretary
Gordon E. Halverson.................... 54 Executive Vice President, Sales
James L. Faust......................... 55 Executive Vice President, International and Director
Daniel J. Distel....................... 50 Vice President and Controller
James A. Bauer......................... 55 Senior Vice President, Communications and
Administration
James E. Knox.......................... 59 General Counsel and Assistant Secretary
Randall L. Talcott..................... 36 Treasurer
</TABLE>

John M. Egan joined the Company in 1973 and has been President and Chief
Executive Officer of ANTEC and its predecessors since 1980. He became Chairman
of ANTEC in 1997. During the period 1986-1990, he was also President of Anixter
Communications, a division of Anixter. Mr. Egan is on the Board of Directors of
the National Cable Television Association ("NCTA"), the Walter Kaitz Foundation
(an association seeking to help the cable industry diversify its management
workforce to include minorities), and has been actively involved with the
Society of Cable Television Engineers and Cable Labs, Inc. Mr. Egan received the
NCTA's 1990 Vanguard Award for Associates.

Lawrence A. Margolis has been Executive Vice President, Chief Financial
Officer and Secretary of ANTEC since 1992 and was Vice President, General
Counsel and Secretary of Anixter from 1986-1992 and General Counsel and
Secretary of Anixter from 1984-1986. Prior to 1984, he was a partner at the law
firm of Schiff Hardin & Waite.

Gordon E. Halverson has been Executive Vice President, Sales of ANTEC since
1990. During the period 1969-1990, he held various executive positions with
predecessors of ANTEC. He received the NCTA's 1993 Vanguard Award for
Associates. Mr. Halverson is a member of the NCTA, Society of Cable Television
Engineers, Illinois Cable Association, Cable Television Administration and
Marketing Society.

James L. Faust has been Executive Vice President, International since
January 1995. During the period 1989-1994, he held various executive positions
with General Instrument Corporation.

Daniel J. Distel has been Vice President and Controller of ANTEC and its
predecessors since 1982. He was Corporate Controller for U.S. Reduction Co., an
aluminum smelting company, from 1979 to 1982. Prior to 1979, he was an audit
manager with Coopers & Lybrand.

James A. Bauer has been Senior Vice President Communications and
Administration since January 1995. From September 1993 to December 1994, he held
various executive positions for ANTEC. For the period 1983-1993, he held various
executive positions with Ameritech, Wisconsin Bell and Illinois Bell.

James E. Knox has been General Counsel and Assistant Secretary since
February 1996. He has been Senior Vice President, General Counsel and Secretary
of Anixter International Inc. since 1986 and was a partner of Mayer, Brown &
Platt from 1992 to 1996.

Randall L. Talcott has been Treasurer since May 1996. He was acting
treasurer of ANTEC from 1994 to May 1996. From 1990 to 1994, he held various
positions with Anixter International Inc.

10
<PAGE> 11

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

ANTEC Corporation's common stock trades on the NASDAQ National Market
System. The following table sets forth the high and low sales prices for the
Company's common stock on the NASDAQ.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1995
First Quarter............................................... $26 $16 3/4
Second Quarter.............................................. 26 3/4 14 3/4
Third Quarter............................................... 19 3/4 13
Fourth Quarter.............................................. 18 11 1/8

1996
First Quarter............................................... $19 5/8 $14 1/2
Second Quarter.............................................. 18 1/4 13 1/2
Third Quarter............................................... 16 3/8 13 1/2
Fourth Quarter.............................................. 17 5/8 8 1/2

1997
First Quarter (through March 13, 1997)...................... 11 5/8 8 1/4
</TABLE>

The Company has not paid dividends on its common stock since its inception.
The Credit Facility, the Company's primary loan agreement at December 31, 1996,
contains covenants which limit the Company's ability to pay dividends. The
Company does not anticipate paying any cash dividends in the foreseeable future,
and in 1996, such covenants precluded the Company from declaring dividends on
its common stock in an aggregate amount in excess of approximately $6.7 million.

As of March 13, 1997, there were approximately 640 holders of record of
ANTEC common stock.

11
<PAGE> 12

ITEM 6. SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

The selected consolidated financial data for each of the three years in the
period ended December 31, 1996 set forth below are derived from the accompanying
audited consolidated financial statements of the Company and should be read in
conjunction with such statements and related notes thereto. The selected
consolidated financial data for 1993 and 1992 is derived from audited financial
statements of the Company not included herein. The pro forma and historical
consolidated financial information is not necessarily indicative of the results
of future operations and should be read in conjunction with the historical
consolidated financial statements of the Company and the related notes thereto
included elsewhere in this Report.

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED OPERATING DATA:
Net sales............................... $604,382 $658,237 $553,510 $427,601 $300,974
Cost of sales........................... 456,495 504,167 433,898 344,648 242,279
-------- -------- -------- -------- --------
Gross profit............................ 147,887 154,070 119,612 82,953 58,695
Selling, general and administrative
expenses............................. 111,158 117,869 77,442 57,830 43,869
Amortization of goodwill................ 4,981 4,817 3,160 2,772 2,757
Non-recurring items(1).................. -- 21,681 -- -- --
-------- -------- -------- -------- --------
Operating income........................ 31,748 9,703 39,010 22,351 12,069
Interest expense and other, net......... 8,769 10,972 4,506 3,329 3,479
Gain on sale of Canadian business(2).... (3,835) -- -- -- --
-------- -------- -------- -------- --------
Income (loss) before income tax
expense.............................. 26,814 (1,269) 34,504 19,022 8,590
Income tax expense...................... 13,357 2,350 15,616 8,972 4,640
-------- -------- -------- -------- --------
Net income (loss)....................... $ 13,457 $ (3,619) $ 18,888 $ 10,050 $ 3,950
======== ======== ======== ======== ========
CONSOLIDATED BALANCE SHEET DATA:
Working capital......................... $143,761 $130,458 $151,104 $ 70,522 $ 49,795
Total assets............................ 437,238 456,918 438,017 243,717 205,757
Long-term debt.......................... 102,658 117,920 125,197 18,000 70,800
Stockholders' equity.................... 252,534 237,222 229,746 157,387 80,507
NET INCOME (LOSS) PER COMMON AND COMMON
EQUIVALENT SHARE........................ $.59 $(.16) $.89
==== ===== ====
PRO FORMA INFORMATION(3):
Net income.............................. $ 11,545 $ 6,210
======== ========
Net income per common and common
equivalent share:
Primary.............................. $.56 $.31
==== ====
Fully diluted........................ $.55 $.30
==== ====
</TABLE>

- -------------------------
(1) In the third quarter of 1995, the non-recurring charge resulted from the
Company's decision to reorganize, streamline and consolidate its existing
businesses in order to reduce costs of operations and to refocus its product
and market development activities. See Note 4 of the Notes to the
Consolidated Financial Statements.

(2) In the third quarter of 1996, the Company sold its Canadian distribution
business to Cabletel Communications Corporation ("Cabletel"). See Note 5 of
the Notes to the Consolidated Financial Statements.

(3) Pro forma net income and net income per share has been determined assuming
the Offering had occurred on December 31, 1991, and the proceeds of the
Offering were used to reduce long-term debt by approximately $59.6 million
and redeem all of the ANTEC preferred stock for approximately $30 million.

12
<PAGE> 13

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

The following should be read in conjunction with the Company's consolidated
financial statements and the related notes thereto included elsewhere in this
Report.

INDUSTRY CONDITIONS

RECENT DEVELOPMENTS

13
<PAGE> 14

shareholders continued to own their existing shares. The transaction was
tax-free for TSX shareholders and will be accounted for as a pooling of
interests. As a result of the merger, Anixter International and TCI are
currently the beneficial owners of approximately 19% and 18%, respectively, of
the outstanding ANTEC common stock. TCI's beneficial ownership includes options
to acquire an additional 854,399 shares.

With the merger of these two companies, ANTEC completes its HFC product
line offering. TSX's primary products are optical nodes and distribution
amplifiers. ANTEC previously sold only limited quantities of these products, and
those it did sell were manufactured by others. As a result, ANTEC's offering of
hybrid fiber/coax products had not been as comprehensive as its principal
competitors. The combination of the two companies should enhance the opportunity
to sell not only ANTEC's current HFC products, but TSX's products as well.

ANTEC and TSX expect to incur employee-related and other charges in the
first quarter of 1997 as a result of the merger.

RESULTS OF OPERATIONS

The following table sets forth certain financial data as a percentage of
net sales:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net sales........................................... 100.0% 100.0% 100.0%
Cost of sales....................................... 75.5 76.6 78.4
----- ----- -----
Gross profit........................................ 24.5 23.4 21.6
Selling, general and administrative expenses........ 18.4 17.9 14.0
Non-recurring items................................. -- 3.3 --
----- ----- -----
Operating income before goodwill amortization(1).... 6.1 2.2 7.6
Amortization of goodwill............................ 0.8 0.7 0.6
----- ----- -----
Operating income.................................... 5.3 1.5 7.0
Interest expense and other, net..................... 1.5 1.7 0.8
Gain on sale of Canadian business................... (0.6) -- --
----- ----- -----
Income (loss) before income tax expense............. 4.4 (0.2) 6.2
Income tax expense.................................. 2.2 0.4 2.8
----- ----- -----
Net income (loss)................................... 2.2% (0.6)% 3.4%
===== ===== =====
</TABLE>

- -------------------------
(1) Based upon discussions with financial analysts, the Company considers
operating income before goodwill amortization to be a meaningful and readily
comparable measure of the Company's relative performance. Operating income
before goodwill amortization is not presented in accordance with Generally
Accepted Accounting Principles ("GAAP"), and it should not be considered in
isolation or as an alternative to GAAP-derived measures of financial
performance.

COMPARISON OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

Net Sales. Net sales were $604.4 million in 1996 as compared to $658.2
million in 1995. Net sales decreased primarily due to continued softness in the
domestic cable TV market, including an abrupt decline in

14
<PAGE> 15

sales to TCI in the fourth quarter of 1996 related to that company's capital
spending reduction program implemented in that same period. This domestic
softness was partially offset by international sales growth.

Gross Profit. Gross profit in 1996 was $147.9 million as compared to $154.1
million in 1995. Gross profit decreased primarily due to the decrease in net
sales. Gross profit percentages increased to 24.5% in 1996 from 23.4% in 1995
due to changes in product mix, notably an increase in ANTEC manufactured product
sales.

Selling, General and Administrative ("SG&A") Expenses. SG&A expenses in
1996 were $111.2 million as compared to $117.9 million in 1995. This reduction
reflects the impact of ANTEC's reorganized structure and continued expense
control program.

Non-Recurring Items. In the third quarter of 1995, a $21.7 million pretax
non-recurring charge was recorded resulting from the Company's decision to
integrate its manufacturing and engineering businesses to capture the potential
synergies of its recent acquisitions and streamline its distribution operations,
merging two distribution divisions into one, eliminating sales and warehouse
facilities. (See Financial Liquidity and Capital Resources.)

Interest Expense and Other, Net. Interest expense and other, net was $8.8
million in 1996 as compared to $11.0 million in 1995. This decrease relates
primarily to decreased debt levels resulting from the full year impact of
improved working capital levels and, to a lesser extent, a lower average
interest rate under the Company's credit facility.

Gain on Sale of Canadian Business. In the third quarter of 1996, the
Company sold its Canadian distribution business to Cabletel Communications
Corporation ("Cabletel") for approximately $6.0 million in cash and notes, as
well as 1,450,000 and 500,000 shares of common stock in Cabletel and ARC
International Corporation ("ARC"), respectively, for an aggregate sales price of
approximately $12.4 million. The Company recorded a pre-tax gain of
approximately $3.8 million in connection with the sale. The Canadian
distribution business was immaterial to the Company's consolidated results of
operations and financial position.

Net Income (Loss). Net income in 1996 was $13.5 million as compared to net
loss of $3.6 million in 1995. This increase is due to factors described above.
Net income before the impact of the gain on sale of Canadian
business/non-recurring charge was $11.1 million and $9.4 million in 1996 and
1995, respectively. Non-cash goodwill amortization expense increased $0.2
million to $5.0 million relating to the full year impact of the final settlement
of ESP contingent consideration.

COMPARISON OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

Net Sales. Net sales were $658.2 million in 1995 as compared to $553.5
million in 1994. Net sales increased primarily due to continued international
expansion and the full year impact of the 1994 acquisitions. Businesses acquired
in 1994 accounted for approximately $90 million of the increase in net sales.
Overall sales to domestic CATV customers were down slightly compared to 1994
primarily resulting from legislative and regulatory uncertainties.

Gross Profit. Gross profit in 1995 was $154.1 million as compared to $119.6
million in 1994. Gross profit increased primarily due to an increase in net
sales. Gross profit percentages increased to 23.4% in 1995 from 21.6% in 1994
due to changes in product mix as the result of new, higher margin products and
services. In the fourth quarter of 1994, the Company determined its reserves for
obsolete and slow-moving inventory was in excess of current needs. At December
31, 1994, the inventory levels of high technology products (i.e., products most
susceptible to obsolescence) had been reduced significantly from prior years,
therefore significantly reducing the risk of obsolescence. As a result, the
Company recorded a $3.1 million favorable inventory adjustment in the fourth
quarter of 1994.

Selling, General and Administrative ("SG&A") Expenses. SG&A expenses in
1995 were $117.9 million as compared to $77.4 million in 1994. This increase
primarily reflects the inclusion of the operating expenses of recent
acquisitions and related expenses, increased product development and
international market development, and a modest increase in core expenses.

15
<PAGE> 16

Interest Expense and Other, Net. Interest expense and other, net was $11.0
million in 1995 as compared to $4.5 million in 1994. This increase relates
primarily to increased debt levels resulting from the 1994 acquisitions and
increased investment in product development and worldwide market expansion.

Net Income (Loss). Net loss in 1995 was $3.6 million as compared to net
income of $18.9 million in 1994. This decrease is due to factors described
above. Net income before the impact of the non-recurring charge was $9.4 million
in 1995. Non-cash goodwill amortization expense increased $1.7 million to $4.8
million relating to the acquisitions completed in 1994.

FINANCIAL LIQUIDITY AND CAPITAL RESOURCES

In the third quarter of 1995, ANTEC announced plans to reorganize the
Company in order to reduce costs of operations and to refocus its product and
market development activities. The Company's decision to reorganize was a result
of the impact of reduced spending in the domestic CATV industry. The Company had
expected its aggressive product development and international expansion to be
funded by continued increases in spending by domestic customers. When this did
not occur, due to softness in the domestic market, the Company took steps
necessary to consolidate operations to reflect current customer spending
patterns. The four major components of the Company's reorganization plan were
to: (1) streamline the distribution organization by merging two divisions into
one, resulting in the closing of six sales offices and four warehouse locations
and a resultant planned reduction in inventory; (2) refocus product development
on those activities that directly support the network elements for the early
deployment of hybrid fiber/coax architectures and eliminate or delay spending on
other selected projects; (3) concentrate international activities on growing
existing programs, especially in Asia and South America; and (4) capture
synergies of 1994 acquisitions by accelerating integration and consolidation of
the engineering and manufacturing operations functions of the acquired
businesses. The components of the non-recurring charge included $9.0 million
related to personnel-related costs and operating lease commitments for facility
closings, $10.0 million for the write-down to net realizable value of inventory
in discontinued product lines and $2.7 million for the write-down of other
assets. The personnel-related costs included charges related to the termination
of approximately 100 employees primarily resulting from the factors described
above. The inventory write-down to net realizable value related to the refocus
of product development which eliminated selected projects and related inventory
and the consolidation of the distribution divisions which eliminated certain
competing product lines. In the fourth quarter of 1995, the Company paid
approximately $3.0 million relating to the personnel and operating lease costs.
In 1996, the Company paid approximately $4.0 million relating to the personnel
and operating lease costs. At December 31, 1996, approximately $.6 million of
the charge had yet to be utilized. It is currently anticipated that the
remaining balance will be expended by the end of 1997, except for amounts
related to long-term property lease commitments.

In March 1995, the Company and a group of banks executed a restatement and
amendment to the revolving credit facility (the "Credit Facility") extending the
maturity to 1999 and increasing the loan commitments to $225 million. After the
reorganization of the Company's business and related non-recurring charge in
September 1995, the terms and conditions of the Credit Facility were further
amended to enhance the Company's flexibility and reduce the size of the facility
to $185 million. As of December 31, 1996, the Company had approximately $65
million of available borrowings under the Credit Facility.

The Company's capital expenditures were $7.7 million in 1996 as compared to
$13.5 million in 1995. 1995 capital expenditures consisted primarily of planned
sales office and warehouse improvements and expansion, occurring principally in
the first three quarters of the year. The Company has no significant commitments
for capital expenditures at December 31, 1996.

16
<PAGE> 17

The Company's primary need for capital is to fund working capital
requirements, primarily accounts receivable and inventory. The accounts
receivable component of working capital tends to fluctuate closely with the
overall volume of sales activity. Reflecting changes in sales volume, the
investment in accounts receivable decreased approximately $9.2 million in 1996
and increased approximately $14.4 million in 1995. The Company has generally
been able to adjust inventory levels according to anticipated business activity.
1996 inventory levels reflect a purchasing lag from quarter to quarter movements
in sales volume. 1995 inventory levels continued to decrease throughout the
second half of the year resulting from the Company's increased efforts to
control inventory levels. 1994 reflects a significant increase in inventory
levels, primarily system passives. This increase was caused by an accelerated
production schedule set early in the year to respond to the forecasted needs of
customers.

The Company requires additional capital to fund acquisitions and alliances
both in the United States and international markets. During 1994, the Company
completed several acquisitions aggregating over $100 million in cash and ANTEC
common stock. In 1995, the Company paid approximately $11.0 million in cash and
ANTEC common stock principally resulting from the final settlement of contingent
payments for certain 1994 acquisitions. In 1996, the Company sold its ownership
in the Sumitomo joint venture and received $4.0 million in cash. Also in 1996,
ANTEC sold its Canadian distribution business for approximately $6.0 million in
cash and notes, as well as 1,450,000 and 500,000 shares of common stock in
Cabletel and ARC, respectively, for an aggregate sales price of approximately
$12.4 million.

Cash Flows

Cash flows provided (used) by operating activities were $12.1 million,
$25.7 million and ($37.2) million for the years ended December 31, 1996, 1995
and 1994, respectively. 1996 includes payments made related to the Company's
1995 reorganization. 1995 includes the impact of the Company's efforts to
significantly improve working capital levels. The decrease in cash flow in 1994
was a result of the continued increase in working capital investments required
to support the increase in sales activity. 1994 reflects a significant increase
in inventory levels, primarily system passives. This increase was caused by an
accelerated production schedule set early in the year to respond to the
forecasted needs of customers. 1995 inventory levels continued to decrease
throughout the latter half of 1995. Cash flows provided (used) by investing
activities were $1.3 million, ($19.4) million and ($66.2) million for the years
ended December 31, 1996, 1995 and 1994, respectively. 1996 includes proceeds
from the sales of the Company's Canadian distribution business and its Sumitomo
joint venture. 1995 includes planned sales office and warehouse improvements and
expansion. 1994 includes the impact of five acquisitions.

Cash flows provided (used) by financing activities were ($13.8) million,
($6.1) million and $103.1 million for the years ended December 31, 1996, 1995
and 1994, respectively. The decrease in 1996 reflects positive cash flow from
operations and the proceeds from the sales of the Company's Canadian
distribution business and its Sumitomo joint venture. The decrease in 1995 was
primarily due to improved working capital, primarily inventory levels. The
increase in 1994 was primarily due to acquisitions of businesses and increased
working capital requirements.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of independent auditors and consolidated financial statements
and notes thereto for the Company are included in this Report and are listed in
the Index to Consolidated Financial Statements which appears on page 18.

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

None

17
<PAGE> 18

ANTEC CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors.............................. 19
Consolidated Balance Sheets at December 31, 1996 and 1995... 20
Consolidated Statements of Operations for the years ended
December 31, 1996, 1995 and 1994.......................... 21
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994.......................... 22
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996,
1995 and 1994............................................. 23
Notes to the Consolidated Financial Statements.............. 24
</TABLE>

18
<PAGE> 19

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
ANTEC Corporation

We have audited the accompanying consolidated balance sheets of ANTEC
Corporation as of December 31, 1996 and 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 ANTEC
Corporation at December 31, 1996 and 1995 and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
January 31, 1997,
except for Note 3, as to which date is
February 6, 1997

19
<PAGE> 20

ANTEC CORPORATION

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 549 $ 979
Accounts receivable (net of allowances for doubtful
accounts of $2,108 in 1996 and $1,956 in 1995)......... 95,511 106,547
Inventories, primarily finished goods..................... 126,586 122,231
Other current assets...................................... 3,161 2,477
-------- --------
Total current assets................................... 225,807 232,234
Property, plant and equipment, net.......................... 25,521 25,937
Goodwill (net of accumulated amortization of $31,858 in 1996
and $26,877 in 1995)...................................... 167,128 171,815
Deferred income taxes, net.................................. 6,791 13,824
Other assets................................................ 11,991 13,108
-------- --------
$437,238 $456,918
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 51,571 $ 63,482
Accrued compensation, benefits and related taxes.......... 16,539 15,899
Other accrued liabilities................................. 13,936 22,395
-------- --------
Total current liabilities.............................. 82,046 101,776
Long-term debt.............................................. 102,658 117,920
-------- --------
Total liabilities...................................... 184,704 219,696
Stockholders' equity:
Preferred stock, par value $1.00 per share, 5 million
shares authorized;
none issued and outstanding............................ -- --
Common stock, par value $0.01 per share, 50 million shares
authorized; 23.0 million and 22.9 million shares issued
and outstanding in 1996 and 1995, respectively......... 230 229
Capital in excess of par value............................ 218,639 217,013
Retained earnings......................................... 33,651 20,194
Cumulative translation adjustments........................ 14 (214)
-------- --------
Total stockholders' equity............................. 252,534 237,222
-------- --------
$437,238 $456,918
======== ========
</TABLE>

See accompanying notes to the consolidated financial statements.

20
<PAGE> 21

ANTEC CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1996 1995 1994
---- ---- ----
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Net sales................................................... $604,382 $658,237 $553,510
Cost of sales............................................... 456,495 504,167 433,898
-------- -------- --------
Gross profit.............................................. 147,887 154,070 119,612
Operating expenses:
Selling, general and administrative expenses.............. 111,158 117,869 77,442
Amortization of goodwill.................................. 4,981 4,817 3,160
Non-recurring items....................................... -- 21,681 --
-------- -------- --------
116,139 144,367 80,602
-------- -------- --------
Operating income............................................ 31,748 9,703 39,010
Other expense (income):
Interest expense and other, net........................... 8,769 10,972 4,506
Gain on sale of Canadian business......................... (3,835) -- --
-------- -------- --------
Income (loss) before income tax expense..................... 26,814 (1,269) 34,504
Income tax expense.......................................... 13,357 2,350 15,616
-------- -------- --------
Net income (loss)........................................... $ 13,457 $ (3,619) $ 18,888
======== ======== ========
Net income (loss) per common and common equivalent share.... $.59 $(.16) $.89
======== ======== ========
Weighted average common and common equivalent shares........ 22,915 22,355 21,278
======== ======== ========
</TABLE>

See accompanying notes to the consolidated financial statements.

21
<PAGE> 22

ANTEC CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Operating activities:
Net income (loss)........................................ $ 13,457 $ (3,619) $ 18,888
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization....................... 12,630 12,227 6,191
Deferred income taxes............................... 7,033 (7,741) (17)
Gain on sale of Canadian business................... (3,835) -- --
Changes in operating assets and liabilities, net of
effects of acquisitions:
Accounts receivable.............................. 9,179 (14,375) (24,010)
Inventories...................................... (8,850) 16,021 (30,097)
Accounts payable and accrued liabilities......... (18,588) 22,336 (8,761)
Other, net....................................... 1,114 855 647
--------- --------- ---------
Net cash provided (used) by operating activities........... 12,140 25,704 (37,159)
Investing activities:
Purchases of property, plant and equipment............... (7,667) (13,500) (10,476)
Sale of Canadian business................................ 3,000 -- --
Acquisition of Keptel, net of acquired cash.............. -- -- (25,285)
Acquisitions of other businesses......................... -- (2,734) (25,294)
Other.................................................... 5,935 (3,203) (5,096)
--------- --------- ---------
Net cash provided (used) by investing activities........... 1,268 (19,437) (66,151)
--------- --------- ---------
Net cash provided (used) before financing activities....... 13,408 6,267 (103,310)
Financing activities:
Borrowings............................................... 182,984 132,262 226,305
Reductions in borrowings................................. (198,262) (140,277) (124,109)
Other.................................................... 1,440 1,892 869
--------- --------- ---------
Net cash provided (used) by financing activities........... (13,838) (6,123) 103,065
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents....... (430) 144 (245)
Cash and cash equivalents at beginning of year............. 979 835 1,080
--------- --------- ---------
Cash and cash equivalents at end of year................... $ 549 $ 979 $ 835
========= ========= =========
Supplemental cash flow information:
Interest paid during the year............................ $ 7,875 $ 10,968 $ 2,812
========= ========= =========
Income taxes paid during the year........................ $ 14,226 $ 10,078 $ 17,990
========= ========= =========
</TABLE>

See accompanying notes to the consolidated financial statements.

22
<PAGE> 23

ANTEC CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
-------------------------------------------------------
CAPITAL IN CUMULATIVE
COMMON EXCESS OF RETAINED TRANSLATION
STOCK PAR VALUE EARNINGS ADJUSTMENTS TOTAL
------ ---------- -------- ----------- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993.................. $201 $152,428 $ 4,925 $(167) $157,387
Net income................................ -- -- 18,888 -- 18,888
Acquisition of Keptel..................... 19 52,402 -- -- 52,421
Issuance of common stock and other........ 1 864 -- -- 865
Translation adjustment.................... -- -- -- 185 185
---- -------- ------- ----- --------
Balance, December 31, 1994.................. 221 205,694 23,813 18 229,746
Net loss.................................. -- -- (3,619) -- (3,619)
Issuance of common stock and other........ 8 11,319 -- -- 11,327
Translation adjustment.................... -- -- -- (232) (232)
---- -------- ------- ----- --------
Balance, December 31, 1995.................. 229 217,013 20,194 (214) 237,222
Net income................................ -- -- 13,457 -- 13,457
Issuance of common stock and other........ 1 1,626 -- -- 1,627
Translation adjustment.................... -- -- -- 228 228
---- -------- ------- ----- --------
Balance, December 31, 1996.................. $230 $218,639 $33,651 $ 14 $252,534
==== ======== ======= ===== ========
</TABLE>

See accompanying notes to the consolidated financial statements.

23
<PAGE> 24

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

ANTEC Corporation ("ANTEC" or herein together with its consolidated
subsidiaries called the "Company") is an international communications technology
company, headquartered in Rolling Meadows, Illinois, with major offices in
Atlanta and Denver. ANTEC specializes in the design and engineering of hybrid
fiber/coax broadband networks. ANTEC is a leading developer, manufacturer and
supplier of optical transmission, construction, rebuild and maintenance
equipment for the broadband communications industry. ANTEC provides a broad
range of products and services to cable system operators. ANTEC supplies almost
all of the products required in a cable TV system, including headend,
distribution, drop and in-home subscriber products. As of December 31, 1996,
Anixter International Inc. ("Anixter International") was the beneficial owner of
approximately 31% of the outstanding ANTEC common stock. Prior to its initial
public offering in 1993, the ANTEC business was operated as several divisions or
business units of Anixter Inc. ("Anixter"), a subsidiary of Anixter
International.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include the accounts of the Company
after elimination of intercompany transactions.

USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents. The carrying amount reported in the
consolidated balance sheets for cash and cash equivalents approximates fair
value.

INVENTORIES

Inventories are stated at the lower of average, approximating first-in,
first-out, cost or market.

DEPRECIATION

The Company provides for depreciation of plant and equipment principally on
the straight-line basis over the estimated useful lives of 25 to 40 years for
buildings and improvements, 3 to 10 years for machinery and equipment, and the
term of the lease for leasehold improvements.

GOODWILL

Goodwill relates to the excess of cost over net assets resulting
principally from the acquisition of Anixter by Anixter International in 1986
which has been allocated to the Company, and from subsequent acquisitions by
ANTEC and by Anixter of businesses now owned by ANTEC. Goodwill resulting from
the acquisition of Anixter by Anixter International was allocated to the Company
based on the Company's proportionate share of total operating earnings of
Anixter for the period subsequent to the acquisition by Anixter International.
The Company, at each balance sheet date, evaluates for recognition of potential
impairment, its recorded goodwill against the current and undiscounted expected
future operating income before goodwill amortization

24
<PAGE> 25

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

expense. Non-cash amortization expense is being recognized as a result of
amortization of goodwill on a straight-line basis over a period of 40 years from
the respective dates of acquisition.

ADVERTISING AND SALES PROMOTION

Advertising and sales promotion costs are expensed as incurred.

INCOME TAXES

The Company uses the liability method of accounting for income taxes which
requires recognition of temporary differences between financial statement and
income tax basis of assets and liabilities, measured by enacted tax rates.

FOREIGN CURRENCY

The financial position and operating results of the Company's foreign
operations are consolidated using the local currency as the functional currency.
All balance sheet accounts of foreign subsidiaries are translated at the current
exchange rate at the end of the accounting period. Income statement items are
translated at average currency exchange rates. The resulting translation
adjustment is recorded as a separate component of stockholders' equity.

STOCK-BASED COMPENSATION

The Company grants stock options for a fixed number of shares to employees
and directors with an exercise price equal to the market price of the shares at
the date of grant. The Company accounts for stock option grants in accordance
with APB Opinion No. 25, Accounting for Stock Issued to Employees, and,
accordingly, recognizes no compensation expense for the stock option grants. As
required by FASB Statement 123, the Company presents supplemental information
disclosing pro forma net income (loss) and net income (loss) per common and
common equivalent share as if the Company had recognized compensation expense on
stock options granted subsequent to December 31, 1994 under the fair value
method of that statement (see Note 11).

NON-CASH TRANSACTIONS

In the second half of 1995, the Company issued approximately 512,000 shares
of ANTEC common stock as partial consideration for the final payment of
contingent consideration for certain 1994 acquisitions (see Note 6).

INTEREST RATE AGREEMENTS

The Company has entered into an interest rate swap agreement which
effectively fixes the interest rate on a portion of its floating rate
obligation. The interest rate swap agreement has a notional principal amount of
$50 million and a fixed rate of approximately 6.6%. This agreement expires in
2000. The interest differential paid or received is recognized as an adjustment
to interest expense. The fair value of the interest rate swap agreement was
estimated using a quote from an outside source and represents the cash
requirement as if the agreement had been settled at year end. The fair value of
the interest rate swap agreement, which is not reflected in the financial
statements, was approximately a $.2 million asset at December 31, 1996.

NOTE 3. SUBSEQUENT EVENT

On February 6, 1997, shareholders of ANTEC and TSX Corporation ("TSX")
approved the Plan of Merger dated as of October 28, 1996 among ANTEC
Corporation, TSX Corporation and TSX Acquisition Corporation, and the merger
became effective on that date. Under the terms of the transaction, TSX

25
<PAGE> 26

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

shareholders received one share of ANTEC common stock for each share of TSX
common stock that they owned, while ANTEC shareholders continued to own their
existing shares. The transaction was tax-free for TSX shareholders and will be
accounted for as a pooling of interests.

The following unaudited pro forma condensed consolidated financial
information gives effect to the merger using the pooling of interests method of
accounting, after elimination of sales from TSX to ANTEC. No adjustment has been
included in the unaudited pro forma condensed consolidated financial information
for any anticipated cost savings resulting from the consolidation and
elimination of certain duplicative functions and operational and logistical
efficiencies. Nor has any adjustment been included for the possibility ANTEC may
not be able to maintain the favorable tax rate TSX reflected in its results
because of the manner in which ANTEC may operate the business conducted by TSX.
ANTEC and TSX expect to incur employee-related and other charges in the first
quarter of 1997 as a result of the merger.

The reporting requirements governing the preparation of pro forma financial
information require that they be prepared using fiscal years that end within 93
days of each other. TSX's fiscal year ends April 30, and ANTEC's fiscal year
ends December 31. As a result, TSX's historical statements of operations had to
be adjusted to within 93 days of ANTEC's year end. Therefore, the unaudited pro
forma condensed consolidated statements of operations for the years ended
December 31, 1996, 1995 and 1994 represent ANTEC's fiscal years that ended on
those dates combined with TSX's twelve months ended the last Saturday in October
1996, 1995 and 1994, respectively. This information is presented for
illustrative purposes only and is not necessarily indicative of the operating
results that would have occurred had the merger been consummated on the dates
indicated, nor is it necessarily indicative of the future operating results of
the merged companies.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
---- ---- ----
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C>
Net sales....................................... $690,877 $738,235 $601,903
Gross profit.................................... $184,605 $191,287 $138,940
Operating income................................ $ 46,145 $ 30,100 $ 45,769
Net income...................................... $ 26,361 $ 8,802 $ 22,712
Net income per common and common equivalent
share......................................... $.68 $.23 $.62
</TABLE>

NOTE 4. NON-RECURRING ITEMS

In the third quarter of 1995, a $21.7 million pretax non-recurring charge
was recorded resulting principally from the Company's decision to accelerate the
integration and consolidation of its 1994 engineering and manufacturing
acquisitions and the streamlining of its distribution business by merging two
divisions.The components of the non-recurring charge included $9.0 million
related to operating lease commitments for facility closings and
personnel-related costs, $10.0 million for the write-down to net realizable
value of inventory in discontinued product lines and $2.7 million for the
write-down of other assets. As of December 31, 1996, approximately $.6 million
of the charge had yet to be utilized, relating to long-term property lease
commitments.

NOTE 5. SALE OF CANADIAN BUSINESS

In the third quarter of 1996, the Company sold its Canadian distribution
business to Cabletel Communications Corporation ("Cabletel") for approximately
$6.0 million in cash and notes, as well as 1,450,000 and 500,000 shares of
common stock in Cabletel and ARC International Corporation, respectively, for an
aggregate sales price of approximately $12.4 million. The Company recorded a
pre-tax gain of

26
<PAGE> 27

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $3.8 million in connection with the sale. The Canadian
distribution business was immaterial to the Company's consolidated results of
operations and financial position.

NOTE 6. ACQUISITIONS

In November 1994, the Company acquired Keptel, Inc. ("Keptel") in exchange
for approximately 2.0 million shares of ANTEC common stock and $33.5 million in
cash for a total consideration paid of approximately $85.9 million. Keptel is a
manufacturer of a diversified range of telecommunication and transmission
equipment for both residential and commercial applications for major U.S.
telephone companies.

In the first quarter of 1994, the Company acquired Electronic Systems
Products, Inc. ("ESP"), an engineering firm which provides consulting services
primarily for developers of cable television products. In the third quarter of
1994, the Company acquired Engineering Technologies Group, Inc. ("ETG"), a
consulting engineering firm specializing in cable television, telephony,
microwave satellite and fiber optic communications networks, and Power Guard,
Inc. ("Power Guard"), a manufacturer of power supplies for cable television and
telephony networks and high-security enclosures. Also in 1994, the Company
entered into a joint venture, Comunicaciones Broadband, with Scientific-Atlanta,
Inc. ("Scientific-Atlanta") to provide a wide range of broadband network
communications products and services in Latin America. Late in 1994, the Company
purchased Scientific Atlanta's ownership interest in the joint venture. The
total consideration for the four acquisitions was $25.3 million plus contingent
payments payable in future years. The contingent payments were based on the
future operating results of the acquired businesses, subject to these businesses
reaching certain financial thresholds. In 1995, the Company made contingent
payments to ESP and ETG aggregating approximately $11.0 million in cash and
ANTEC common stock, resulting in final settlement of the ESP and ETG contingent
consideration. In 1996, the Company agreed to make contingent payments to Power
Guard aggregating approximately $0.3 million in cash, resulting in final
settlement of the Power Guard contingent consideration.

The above acquisitions were accounted for under the purchase method of
accounting and, accordingly, the operating results of these companies have been
included in the consolidated operating results of the Company since the
respective dates of the acquisition. Contingent payments earned resulted in an
increase in goodwill in the period earned. Goodwill will be amortized over 40
years from the respective dates of acquisition, subject to evaluation for
recognition of potential impairment.

NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, at cost, consists of the following (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---- ----
<S> <C> <C>
Land and buildings...................................... $ 7,260 $ 7,251
Leasehold improvements.................................. 3,568 4,241
Machinery and equipment................................. 36,999 30,437
-------- --------
47,827 41,929
Less: Accumulated depreciation.......................... (22,306) (15,992)
-------- --------
$ 25,521 $ 25,937
======== ========
</TABLE>

27
<PAGE> 28

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 8. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---- ----
<S> <C> <C>
Credit Facility......................................... $100,000 $115,000
Other................................................... 2,658 2,920
-------- --------
$102,658 $117,920
======== ========
</TABLE>

The Credit Facility provides for various interest rate alternatives. The
average interest rate on borrowings was approximately 6.4% at December 31, 1996.
The commitment fee on unused borrowings is 1/4 of 1%. The Credit Facility
contains various restrictions and covenants, including a restriction on the
incurrence of additional debt, limitations on dividends and certain other
payments to stockholders and interest coverage and net worth maintenance tests.
The Company does not anticipate paying any cash dividends in the foreseeable
future and in 1996, such covenants precluded the Company from declaring
dividends on its Common Stock in an aggregate amount in excess of approximately
$6.7 million. The interest rates on the Company's debt are periodically adjusted
to reflect changes in overall market interest rates and therefore the carrying
amount approximates fair value.

The Credit Facility matures in 1999, and as of December 31, 1996, the
Company had approximately $65 million of available borrowings under the Credit
Facility.

NOTE 9. INCOME TAXES

The Company filed some state income tax returns with Anixter International
until May 1994. Income taxes paid to Anixter International in connection with
these state returns were $1.7 million for the year ended December 31, 1994.

Domestic income (loss) before income taxes was $26.8 million, ($1.3)
million and $34.5 million for the years ended December 31, 1996, 1995 and 1994,
respectively. Foreign income (loss) subject to non-creditable foreign income
taxes was none for the years ended December 31, 1996, 1995 and 1994.

Income tax expense (benefit) was comprised of (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Current -- Federal.............................. $ 1,806 $ 7,674 $12,255
State................................ 1,173 1,858 2,847
Foreign.............................. 3,345 559 531
------- ------- -------
6,324 10,091 15,633
------- ------- -------
Deferred -- Federal............................. 5,786 (6,369) (14)
State............................... 1,247 (1,372) (3)
------- ------- -------
7,033 (7,741) (17)
------- ------- -------
Total income tax expense........................ $13,357 $ 2,350 $15,616
======= ======= =======
</TABLE>

28
<PAGE> 29

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A reconciliation of income tax expense to the statutory corporate Federal
tax rate of 35% was as follows (in thousands):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Statutory tax expense (benefit).................. $ 9,385 $ (444) $12,076
Effects of:
Amortization of goodwill....................... 1,531 1,530 1,037
State income taxes............................. 1,573 316 1,849
Travel and entertainment....................... 634 844 525
Other -- net................................... 234 104 129
------- ------ -------
$13,357 $2,350 $15,616
======= ====== =======
</TABLE>

Significant components of the Company's net deferred tax asset were as
follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1996 1995
---- ----
<S> <C> <C>
Depreciation............................................... $ 425 $ (20)
Inventory costs............................................ 3,895 7,702
Other, principally operating expenses...................... 2,471 6,271
------ -------
Total deferred tax asset................................. 6,791 13,953
Valuation allowance on deferred tax asset.................. -- (129)
------ -------
Net deferred tax asset................................... $6,791 $13,824
====== =======
</TABLE>

NOTE 10. COMMITMENTS

The Company leases certain office, distribution, and manufacturing
facilities and equipment under long-term operating leases expiring at various
dates through 2005. Future minimum lease payments under non-cancelable operating
leases (excluding operating leases related to closed facilities -- see Note 4)
at December 31, 1996 are as follows (in thousands):

<TABLE>
<S> <C>
1997........................................................ $ 8,448
1998........................................................ 7,663
1999........................................................ 5,942
2000........................................................ 3,844
2001........................................................ 2,766
Thereafter.................................................. 4,236
-------
Total minimum lease payments................................ $32,899
=======
</TABLE>

Total rental expense for all operating leases amounted to approximately
$10.7 million, $10.9 million and $5.1 million for the years ended December 31,
1996, 1995 and 1994, respectively.

NOTE 11. STOCK-BASED COMPENSATION

29
<PAGE> 30

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Statement No. 123, Accounting for Stock-Based Compensation, requires use of
option valuation models that were not developed for use in valuing employee
stock options.

The Company grants stock options under its 1993 Employee Stock Incentive
Plan ("ESIP") and Director Stock Option Plan ("DSOP") and issues stock purchase
rights under its Employee Stock Purchase Plan ("ESPP"). For descriptions of
these plans, see below.

As required by FASB Statement 123, the Company presents below supplemental
information disclosing pro forma net income (loss) and net income (loss) per
common and common equivalent share as if the Company had recognized compensation
expense on stock options granted subsequent to December 31, 1994 under the fair
value method of that statement. The fair value for these options was estimated
using a Black-Scholes option pricing model. In respect to the ESIP and DSOP, the
weighted average assumptions used in this model to estimate the fair value of
options granted under these plans for 1996 and 1995 were as follows: risk-free
interest rates of 5.4% and 7.3%, respectively; a dividend yield of 0%;
volatility factor of the expected market price of the Company's common stock of
.54; and a weighted average expected life of five years. The assumptions used
for the ESPP for 1996 and 1995 were as follows: risk-free rate of 5.8%; a
dividend yield of 0%; volatility factor of the expected market price of the
Company's common stock of .54; and an expected life of one year.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands, except share data):

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1996 1995
---- ----
<S> <C> <C>
Pro forma net income (loss)............................ $11,851 $(4,314)
Pro forma net income (loss) per common and common
equivalent share..................................... $.52 $(.19)
</TABLE>

Compensation expense recognized for pro forma purposes was approximately
$2.7 million and $1.2 million for 1996 and 1995, respectively. FASB Statement
123 is applicable only to options granted subsequent to December 31, 1994.

In 1989, Anixter and Anixter International established an equity
participation plan ("EPP") which provided for awards of EPP units to its key
employees, including certain employees of the then ANTEC division. The value of
units at the date of grant and at the conversion date was based upon a formula
which takes into consideration earnings and return on investment of the Company.
The employees did not purchase the units but upon conversion received cash for
the difference between the escalating beginning unit value and the unit value at
date of conversion. Each holder of EPP units was granted stock options effective
January 1, 1993 pursuant to the ESIP. Options under this plan can be exercised
only if all EPP units held by the optionee are surrendered unconverted. The
Company has not recorded an expense for the value of the outstanding EPP units
for the years ended December 31, 1996, 1995 and 1994 because management believes
the liability relating to the units is insignificant since exercise of any EPP
units precludes the holder from exercising stock options granted prior to 1995.

30
<PAGE> 31

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In 1993, the Board of Directors approved the ESIP which provides for
granting key employees and consultants options to purchase up to 1,925,000
shares of ANTEC common stock. In 1996, an amendment to the ESIP was approved
increasing the number of shares of ANTEC common stock which may be issued
pursuant to that plan from 1,925,000 shares to 3,225,000 shares. One-third of
these options vest each year on the anniversary of the date of grant beginning
with the second anniversary. The options terminate seven years from the date of
grant.

A summary of activity of the Company's options granted under its ESIP is
presented below:

<TABLE>
<CAPTION>
1996 1995 1994
-------------------------- -------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
------- -------------- ------- -------------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance.......... 1,839,867 $12.19 1,482,900 $10.34 1,474,900 $10.26
Grants..................... 581,000 $15.60 498,000 $18.14 8,000 $25.00
Exercises.................. (33,583) $10.00 (16,900) $10.00 -- --
Terminations............... (48,666) $16.09 (121,800) $14.26 -- --
Expirations................ -- -- (2,333) $10.00 -- --
--------- ------ --------- ------ --------- ------
Ending balance............. 2,338,618 $12.99 1,839,867 $12.19 1,482,900 $10.34
========= ====== ========= ====== ========= ======
Vested at period end....... 954,306 $10.58 486,813 $10.39 -- --
========= ====== ========= ====== ========= ======
Weighted average fair value
of options granted during
the year................. $ 8.20 $ 10.01
========= =========
</TABLE>

The following table summarizes information about ESIP options outstanding
at December 31, 1996.

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------- ---------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF REMAINING AVERAGE NUMBER AVERAGE
EXERCISE PRICES OPTIONS CONTRACTUAL LIFE EXERCISE PRICE OF OPTIONS EXERCISE PRICE
--------------- --------- ---------------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
$10.00 to $12.13................. 1,395,118 3.20 year $10.15 900,306 $10.08
$15.60 to $25.00................. 943,500 5.59 year $17.19 54,000 $18.87
--------- ----- ------ ------- ------
$10.00 to $25.00................. 2,338,618 4.17 year $12.99 954,306 $10.58
========= ===== ====== ======= ======
</TABLE>

In 1993, the Board of Directors also approved the DSOP which provides for
the granting to each director of the Company who has not been granted any
options under the ESIP each January 1, commencing January 1, 1994, an option to
purchase 2,500 shares of ANTEC common stock for the average closing price for
the ten trading days preceding the date of grant. A total of 75,000 shares of
ANTEC common stock have been allocated to this plan. These options vest six
months from date of grant and terminate seven years from date of grant.

31
<PAGE> 32

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of activity of the Company's options granted under its DSOP is
presented below:

<TABLE>
<CAPTION>
1996 1995 1994
------------------------ ------------------------ ------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
------- -------------- ------- -------------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance............... 20,000 $21.37 10,000 $25.09 -- --
Grants.......................... 10,000 $16.60 10,000 $17.64 10,000 $25.09
Exercises....................... -- -- -- -- -- --
Terminations.................... -- -- -- -- -- --
Expirations..................... -- -- -- -- -- --
------ ------ ------ ------ ------ ------
Ending balance.................. 30,000 $19.78 20,000 $21.37 10,000 $25.09
====== ====== ====== ====== ====== ======
Vested at period end............ 30,000 $19.78 20,000 $21.37 10,000 $25.09
====== ====== ====== ====== ====== ======
Weighted-average fair value of
options granted during the
year.......................... $ 8.72 $ 9.80
====== ======
</TABLE>

Exercise prices for DSOP options outstanding at December 31, 1996 ranged
from $16.60 to $25.09. The weighted-average remaining contractual life of those
options is five years.

Pursuant to the Merger Agreement between ANTEC and Keptel, on November 17,
1994 under the ANTEC/Keptel Exchange Option Plan ("EOP"), each Keptel stock
option, whether or not then exercisable, was canceled and substituted with an
ANTEC/Keptel exchange option to acquire shares of ANTEC common stock. Each
ANTEC/Keptel exchange option provides the option holder with rights and benefits
that are no less favorable than were provided under the former Keptel stock
option plan. A total of 360,850 shares of ANTEC common stock have been allocated
to this plan.

A summary of activity of the Company's options granted under its EOP is
presented below:

<TABLE>
<CAPTION>
1996 1995 1994
------------------------ ------------------------- ------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE OPTIONS EXERCISE PRICE
------- -------------- ------- -------------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance.............. 167,440 $11.82 360,850 $10.90 -- --
Grants......................... -- -- -- -- -- --
Exercises...................... -- -- (137,410) $ 7.62 -- --
Terminations................... (13,301) $13.98 (26,600) $15.17 -- --
Expirations.................... -- -- (29,400) $17.14 -- --
Acquisition options............ -- -- -- -- 360,850 $10.90
------- ------ -------- ------ ------- ------
Ending balance................. 154,139 $11.64 167,440 $11.82 360,850 $10.90
======= ====== ======== ====== ======= ======
Vested at period end........... 142,589 $11.19 121,940 $11.08 233,648 $ 9.54
======= ====== ======== ====== ======= ======
</TABLE>

32
<PAGE> 33

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes information about EOP options outstanding at
December 31, 1996.

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------- ---------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE PRICES OF OPTIONS CONTRACTUAL LIFE EXERCISE PRICE OF OPTIONS EXERCISE PRICE
--------------- ---------- ---------------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
$5.21 to $10.71...................... 84,839 1.06 years $ 7.14 84,839 $ 7.14
$17.14....................... 69,300 1.75 years $17.14 57,750 $17.14
------- ---------- ------ ------- ------
$5.21 to $17.14...................... 154,139 1.37 years $11.64 142.589 $11.19
======= ========== ====== ======= ======
</TABLE>

Additionally, ANTEC has an ESPP which enables its employees to purchase a
total of 300,000 shares of ANTEC common stock over a period of time.
Participants can request that up to 10% of their base compensation be applied
toward the purchase of ANTEC common stock under ANTEC's ESPP. Purchases by any
one participant are limited to $25,000 in any one year. The exercise price is
the lower of 85% of the fair market value of the ANTEC common stock at the date
of grant or at the later exercise date (currently one year). Under the ESPP,
employees of the Company purchased 90,057, 49,515 and 53,033 shares of ANTEC
common stock in 1996, 1995 and 1994, respectively. At December 31, 1996,
approximately 50,033 shares are subject to purchase under the ESPP at a price no
more than $12.43 per share.

Pursuant to the Merger Agreement between ANTEC and Keptel, on November 17,
1994, each Keptel warrant, whether or not then exercisable, was canceled and
substituted with a warrant to acquire shares of ANTEC common stock. Each warrant
provides the warrant holder with rights and benefits that are no less favorable
than were provided under the former Keptel warrant plan. At December 31, 1996,
12,609 warrants were outstanding and exercisable at prices ranging from $8.57 to
$10.71, expiring January 28, 1998.

NOTE 12. PENSION PLANS

The Company sponsors two non-contributory defined-benefit pension plans
which cover substantially all of the Company's U.S. employees.

The U.S. pension plan benefit formulas generally provide for payments to
retired employees based upon their length of service and compensation as defined
in the plans. The Company's policy is to fund the plans as required by the
Employee Retirement Income Security Act of 1974 (ERISA) and to the extent that
such contributions are tax deductible.

Assets of the Company's plans at fair value were $8.3 million and $6.6
million at December 31, 1996 and 1995, respectively. The projected benefit
obligations of the Company's plans were $14.7 million and $11.7 million at
December 31, 1996 and 1995, respectively. The accumulated benefit obligations of
the Company's plans were $7.3 million and $6.1 million at December 31, 1996 and
1995, respectively. The weighted average assumed discount rate used to measure
the projected benefit obligation was 7.5% at December 31, 1996 and 1995. The
assumed rate of increase in future compensation levels was approximately 6.0%
for all years presented. Pension expense for the years ended December 31, 1996,
1995 and 1994 was approximately $1.3 million, $1.0 million and $0.8 million,
respectively.

NOTE 13. SALES INFORMATION

A significant portion of the Company's revenue is derived from sales to
Tele-Communications, Inc. aggregating $114.2 million, $126.8 million and $151.6
million for the years ended December 31, 1996, 1995 and 1994, respectively.
Export sales accounted for approximately 19%, 14% and 4% of total sales for the
years ended December 31, 1996, 1995 and 1994, respectively.

33
<PAGE> 34

ANTEC CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14. SUMMARY QUARTERLY CONSOLIDATED FINANCIAL INFORMATION (UNAUDITED)

The following table summarizes the Company's quarterly consolidated
financial information (in thousands, except share data).

<TABLE>
<CAPTION>
QUARTERS IN 1996 ENDED
----------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Net sales.................................... $162,392 $162,784 $157,956 $121,250
Gross profit................................. 37,810 38,262 39,141 32,674
Operating income............................. 8,186 8,543 9,524 5,495
Income before income taxes................... 5,484 6,327 11,320(1) 3,683
Net income................................... $ 2,562 $ 3,006 $ 6,098 $ 1,791
======== ======== ======== ========
Net income per common and common equivalent
share...................................... $ .11 $ .13 $ .26 $ .08
======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
QUARTERS IN 1995 ENDED
----------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Net sales.................................... $158,847 $165,332 $165,520 $168,538
Gross profit................................. 40,933 37,628 38,594 36,915
Operating income (loss)...................... 11,332 5,818 (15,936)(2) 8,489
Income (loss) before income taxes............ 8,474 2,984 (18,596) 5,869
Net income (loss)............................ $ 4,394 $ 1,082 $(11,928) $ 2,833
======== ======== ======== ========
Net income (loss) per common and common
equivalent share........................... $ .19 $ .05 $ (.52) $ .12
======== ======== ======== ========
</TABLE>

- -------------------------
(1) Third quarter 1996 includes a $3.8 million pre-tax gain in connection with
the sale of the Company's Canadian distribution business (see Note 5 to the
Consolidated Financial Statements).

(2) Third quarter 1995 includes a $21.7 million pretax non-recurring charge (see
Note 4 to the Consolidated Financial Statements).

34
<PAGE> 35

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information relating to directors of the Company is set forth under the
caption entitled "Election of Directors" in the Company's Proxy Statement for
the 1997 Annual Meeting of Stockholders and is incorporated herein by reference.
Certain information concerning the executive officers of the Company is set
forth in Part I of this Report on Form 10-K under the caption entitled
"Executive Officers of the Company." Information about Section 16(a) Reporting
Delinquencies is set forth under this caption in the Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding compensation of officers and directors of the Company
is set forth under the captions entitled "Executive Compensation," "Compensation
of Directors," "Employment Contracts and Termination of Employment and
Change-In-Control Arrangements" and "Compensation Committee Interlocks and
Insider Participation" in the Proxy Statement and is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding ownership of the Company's common stock is set forth
under the captions entitled "Security Ownership of Management" and "Security
Ownership of Principal Stockholders" in the Proxy Statement and is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions with
the Company is set forth under the captions entitled "Compensation Committee
Interlocks and Insider Participation" and "Certain Relationships and Related
Transactions" in the Proxy Statement and is incorporated herein by reference.

35
<PAGE> 36

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) EXHIBITS.

The exhibits listed below in Item 14(a)1, 2 and 3 are filed as part of this
Report. Each management contract or compensatory plan required to be filed as an
exhibit is identified by an asterisk(*).

(B) REPORTS ON FORM 8-K.

On November 1, 1996, ANTEC Corporation filed a Report on Form 8-K relating
to Item 5, Other Events, to describe the Plan of Merger among ANTEC Corporation,
TSX Corporation and TSX Acquisition Corporation, dated October 28, 1996.

ITEM 14(A)1 & 2. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES

FINANCIAL STATEMENTS

The following Consolidated Financial Statements of ANTEC Corporation and
Report of Independent Auditors are filed as part of this Report.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors.............................. 19
Consolidated Balance Sheets at December 31, 1996 and 1995... 20
Consolidated Statements of Operations for the years ended
December 31, 1996, 1995 and 1994.......................... 21
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994.......................... 22
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996, 1995 and 1994.............. 23
Notes to the Consolidated Financial Statements.............. 24
</TABLE>

FINANCIAL STATEMENT SCHEDULES

Schedules have been omitted for the reason that they are not required or
are not applicable, or the required information is shown in the financial
statements or notes thereto.

36
<PAGE> 37

ITEM 14(A)3. EXHIBIT LIST

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

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
3.1 Certificate of Incorporation and Certificate of Amendment
thereto**...................................................
3.1(a) Restated Certificate of Incorporation**.....................
3.2 By-laws**...................................................
4.1 Form of Certificate for Common Stock**......................
10.1(a)* Amended and Restated Employee Stock Incentive Plan**........
10.1(b)* Form of Stock Option Grant**................................
10.1(c)* Amendment Increasing Number of Shares Covered by Amended and
Restated Employee Stock Incentive Plan (Incorporated by
reference from ANTEC Corporation's Registration Statement on
Form S-8, Registration Number 33-12131, Exhibit 4). ........
10.1(d)* Amended Form of Stock Option Grant..........................
10.2 Form of Employee Stock Purchase Plan**......................
10.2(a) Amendment to Employee Stock Purchase Plan**.................
10.3* Form of Director Stock Option Plan**........................
10.4* Form of Supplemental Retirement Benefits Plan**.............
10.5 Form of Tax Allocation Agreement**..........................
10.6* Form of Agreement with Bruce Van Wagner**...................
10.7 Form of Management Services Agreement**.....................
10.8 Form of Directors & Officers Insurance Agreement**..........
10.9 Registration Rights Agreement with Anixter
International**.............................................
10.10 Revolving Credit Agreement**................................
10.10(a) Amendment No. 1 to Revolving Credit Agreement**.............
10.10(b) Amended and Restated Revolving Credit Agreement
(Incorporated by reference from ANTEC Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1995, Exhibit 10.18). ............................
10.10(c) Amendment No. 1 to the Amended and Restated Revolving Credit
Agreement (Incorporated by reference from ANTEC
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as the same number exhibit). ......
10.11 Bill of Sale and General Conveyance and Assumption of
Liabilities**...............................................
10.12* Form of Employment Agreement for John M. Egan**.............
10.13* Form of Employment Agreement for Lawrence A. Margolis,
Gordon E. Halverson and Martin C. Ingram**..................
10.14* Employment Agreement, dated December 1, 1994, for James L.
Faust (Incorporated by reference from ANTEC Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as the same number exhibit). ............
10.15* Form of Stock Option Grant for Converted Keptel Options
(Incorporated by reference from ANTEC Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31,
1994, as the same number exhibit). .........................
10.16 Agreement and Plan of Merger with Keptel, Inc., dated July
27, 1994 (Incorporated by reference to Keptel, Inc.
Registration Statement on Form S-1, Registration Number
33-16278, as amended).......................................
10.17* Retainer Agreement with James E. Knox.......................
10.18* Amendments to Employment Agreements for Messrs. Margolis,
Halverson, Ingram and Faust (Incorporated by reference from
ANTEC Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as the same number
exhibit). ..................................................
</TABLE>

37
<PAGE> 38
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ---------------------- ----
<C> <S> <C>
10.19 Limited Liability Company Agreement of Products Venture
L.L.C. (Incorporated by reference from ANTEC Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as the same number exhibit). ............
10.20 Products Distribution Agreement between Products Venture
L.L.C. and ANTEC Corporation (Incorporated by reference from
ANTEC Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as the same number
exhibit). ..................................................
10.21 Limited Liability Agreement of Systems Integration Venture
L.L.C. (Incorporated by reference from ANTEC Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as the same number exhibit). ............
10.22 Plan of Merger dated October 28, 1996, among ANTEC
Corporation, TSX Corporation and TSX Acquisition Corporation
(Incorporated by reference to ANTEC Corporation's
Registration Statement on Form S-4, Registration Number
333-19129, Exhibit 2.1). ...................................
10.23* Employment Agreement, dated May 1, 1995, for William H.
Lambert (Incorporated by reference from TSX Corporation's
Annual Report on Form 10-K for the fiscal year ended April
30, 1995, Exhibit 10(A)(1)1). ..............................
10.24* Amendment to Employment Agreement for William H. Lambert....
10.25* Stock Option Agreement with William H. Lambert dated March
14, 1994 (Incorporated by reference from TSX Corporation's
Annual Report on Form 10-K for the fiscal year ended April
30, 1994, Exhibit 10(A)(1)3). ..............................
21.1 Subsidiaries of the Registrant..............................
23.1 Consent of Ernst & Young LLP................................
24.1 Power of Attorney executed by Rod F. Dammeyer...............
24.2 Power of Attorney executed by John R. Petty.................
24.3 Power of Attorney executed by Bruce Van Wagner..............
24.4 Power of Attorney executed by Mary Agnes Wilderotter........
24.5 Power of Attorney executed by Samuel K. Skinner.............
24.6 Power of Attorney executed by William H. Lambert............
24.7 Power of Attorney executed by John M. Egan..................
</TABLE>

- -------------------------
** Incorporated by reference to ANTEC Corporation Registration Statement on Form
S-1, Registration Number 33-65488, filed July 2, 1993, as amended, as the
same number exhibit.

38
<PAGE> 39

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.

ANTEC CORPORATION

/s/ LAWRENCE A. MARGOLIS

--------------------------------------
Lawrence A. Margolis
Executive Vice President

Dated: March 21, 1997

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.

<TABLE>
<C> <S> <C>
/s/ JOHN M. EGAN* Chairman, President, Chief Executive March 21, 1997
- --------------------------------------------- Officer and Director
John M. Egan (Principal Executive Officer)

/s/ LAWRENCE A. MARGOLIS Executive Vice President March 21, 1997
- --------------------------------------------- (Principal Financial Officer)
Lawrence A. Margolis

/s/ DANIEL J. DISTEL Vice President and Controller March 21, 1997
- --------------------------------------------- (Principal Accounting Officer)
Daniel J. Distel

/s/ JAMES L. FAUST Executive Vice President, March 21, 1997
- --------------------------------------------- International and Director
James L. Faust

/s/ BRUCE VAN WAGNER* Director March 21, 1997
- ---------------------------------------------
Bruce Van Wagner

/s/ ROD F. DAMMEYER* Director March 21, 1997
- ---------------------------------------------
Rod F. Dammeyer

/s/ JOHN R. PETTY* Director March 21, 1997
- ---------------------------------------------
John R. Petty

/s/ MARY AGNES WILDEROTTER* Director March 21, 1997
- ---------------------------------------------
Mary Agnes Wilderotter

/s/ WILLIAM H. LAMBERT* Director March 21, 1997
- ---------------------------------------------
William H. Lambert

/s/ SAMUEL K. SKINNER* Director March 21, 1997
- ---------------------------------------------
Samuel K. Skinner

By /s/ LAWRENCE A. MARGOLIS
----------------------------------------
Lawrence A. Margolis
(Attorney in fact)
</TABLE>

* Lawrence A. Margolis, as attorney in fact for each person indicated.

<PAGE> 1

EXHIBIT 10.1(d)

THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECUITIES ACT OF 1933

STOCK OPTION GRANT
------------------

THIS GRANT is made as of the 1st day of January,____ by ANTEC
CORPORATION, a Delaware corporation (the "Corporation"), to___________ (the
"Optionee").

1. INCORPORATION OF TERMS

This Grant shall be governed by the attached ANTEC Corporation
Stock Option Terms (the "Terms"), all of the provisions of which are hereby
incorporated herein.

2. GRANT OF OPTION

On the terms and conditions stated herein and in the Terms, the
Corporation hereby grants to the Optionee the option to purchase_________ Shares
as defined in the Terms for an exercise price of_______________________
dollars($________) per Share.

3. RIGHT TO EXERCISE

Subject to the conditions and the exceptions set forth herein
and in the Terms, this Option shall become exercisable for one-third (1/3) of
the Shares on January 1,_____ another one-third (1/3) on January 1,______ and
the remaining Shares on January 1,______.

4. TERM OF OPTION

This Option shall in any event expire in its entirety January
1,______. This Option shall further expire as set forth in the Terms.

5. EXERCISE CONSTITUTES AGREEMENT TO REFRAIN FROM COMPETITION

By exercising any portion of this Option, the Optionee will be
signifying the agreement of Optionee to refrain for a period of nine months
from the termination of Optionee's employment with the Corporation and its
subsidiaries, from participating in any activities which are competitive with
any activities of the Corporation or its subsidiaries in which the Optionee
participated. Participation shall not include the ownership of less than 1% of
a publicly traded security.

IN WITNESS WHEREOF, the Corporation has caused this Grant to be
executed on its behalf by its officer duly authorized to act on behalf of the
Corporation.

ANTEC CORPORATION
a Delaware corporation

By: ________________________________
Lawrence A. Margolis
Its: Executive Vice President

<PAGE> 1

EXHIBIT 10.17

RETAINER AGREEMENT

ANTEC Corporation (together with its subsidiaries, "Client") and
James E. Knox ("Attorney") hereby agree as follows:

1. Attorney has been serving since early 1996 and will continue to serve
as the General Counsel and Assistant Secretary or Secretary of Client and
has provided and will continue to provide such services as shall be
reasonably be required in these capacities. Client acknowledges that
Attorney has been and will continue to be employed in a legal capacity by
others. Any material increase in these other responsibilities shall not
be undertaken without notice to Client.

2. Attorney acknowledges that he has been paid in full for his services
for Client through 1996. For services beginning January 1, 1997 Client
will pay Attorney a base fee of $27,850 a calendar quarter at the
beginning of each calendar quarter. Attorney will be given an
opportunity similar to that provided senior officers of Client to earn a
bonus fee of up to 75% of the base fee, with a target of 50% of that fee.
Client will reimburse Attorney for all reasonable expenses incurred in
the performance of this Agreement subject to the provision of
documentation required by Client for such reimbursement. Such
reimbursement shall not include use of Attorney's automobile in the
Chicago area (other than third party parking charges) or any other form of
transportation between Attorney's home or office and Client's offices in
the Chicago area.

3. Client will insure Attorney against or hold Attorney harmless from
any past or future liabilities under this Agreement, including liability
to Client arising from Attorney's reckless or negligent acts or omissions
or malpractice.

4. Either party may terminate this Agreement at any time for any reason
by giving the other party at least 30 days advance notice. Upon such
termination any unearned fees will be returned by Attorney to Client.

Dated this 17th day of March, 1997.

ANTEC Corporation

by /s/ Lawrence A. Margolis /s/ James E. Knox
------------------------ -----------------
Lawrence A. Margolis James E. Knox

<PAGE> 1

EXHIBIT 10.24

AMENDMENT TO
EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement ("Amendment") is entered into as
of this 28th day of October, 1996, by and between TSX Corporation, a Nevada
corporation (the "Company"), and William H. Lambert (the "Executive").

WITNESSETH:

WHEREAS, the Executive is currently employed by the Company as Chairman,
President and Chief Executive Officer of the Company; and

WHEREAS, the Company, ANTEC, a Delaware corporation ("ANTEC"), and TSX
Acquisition Corporation, a Nevada corporation ("Merger Sub"), have entered into
a Plan of Merger dated as of October 28, 1996 ("the Merger Agreement") pursuant
to which Merger Sub will be merged into the Company and the Company shall
continue to exist as the surviving corporation (the "Merger");and

WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated May 1, 1995 (the "Employment Agreement") which provides that in
the event the Executive's employment with the Company is terminated under
certain circumstances following a Change in Control (as defined therein) the
Company shall provide certain benefits to the Executive on terms described in
the Employment Agreement; and

WHEREAS, the Company and the Executive desire to enter into this
Amendment to the Employment Agreement to clarify those changes in control
payments and to otherwise modify the Employment Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises
contined herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

1. Amendment. The Employment Agreement is hereby amended as follows:

(a) Section 2 is amended in its entirety to read:

2. Nature of Executive Services. The Executive shall have
such positions and perform such duties as the parties may mutually
agree to facilitate the integration of the business of the Company
with the business of ANTEC Corporation following the merger of the
Company and TSX Acquisition Corporation (the "Merger") and to
further the business of the Company.

(b) Section 3 is amended in its entirety to read:

<PAGE> 2

3. Term. The term of the Executive's employment hereunder
shall continue for 270 days after the effective time of the Merger
(the "Effective Time") at which time (the "Date of Termination" or
"Termination Date") it is acknowledged that the employment of
Executive shall have been terminated by the Company for other than
Cause and by the Executive for Good Reason (in both cases as defined
by Section 11 of the Agreement as it read prior to the Effective
Time) for purposes of Section 8C of the Stock Option Agreement
between the parties dated March 14, 1994. The term of the Agreement
is hereinafter referred to as the "Employment Period." For purposes
of clarifying Section 8C of the Stock Option Agreement, the parties
confirm their mutual interpretation that under Section 8C, the term
of the Option after the termination at any time of the Optionee's
employment by the Company for other than Cause or by the Executive
for Good Reason shall continue to be a period of ten (10) years
following the Commencement Date (as defined in Section 5 of the
Stock Option Agreement) as provided in Section 3 of the Stock Option
Agreement.

(c) Section 4(b) of the Employment Agreement is deleted and all
references anywhere in the Employment Agreement to Section 4(b) are deleted.

(d) Section 10(f) is deleted and all references anywhere in the
Employment Agreement to Section 10(f) are deleted.

(e) All references anywhere in the Employment Agreement to Section 11
are deleted and Section 11 is amended by deleting subsections (a), (b), (c)
(ii) and (d) and amending the first sentence of subsection (c) prior to the
beginning of paragraph (c) (i) in its entirety to read:

(c) It is acknowledged that upon the Effective Time, the
Executive's duties, titles, and offices will be changed by the amendment
of this Agreement on October___, 1996 (the "Amendment") in a manner that
would entitle Executive to terminate his employment under this Agreement
for Good Reason pursuant to the provisions of this Agreement as they
existed prior to the Amendment and obligate the Company to provide the
benefits provided by paragraphs (i), (iii) and (iv) below. However,
Executive has agreed to defer the exercise of that right until the
Termination Date, and the Company has agreed to provide the benefits
provided by paragraphs (i), (iii) and (iv) below on the Termination Date.
The payment provided by paragraph (i), which will be $1,262,567 if the
Effective Time is after January 1, 1997 as contemplated, will be paid
with interest at the annual rate of 7.5% from the tenth date following
the Effective Time until the date of payment. The parties have agreed
that these will be the Company's obligations as a result of the
termination of the employment of the Executive.

(f) Section 17 shall be amended in its entirety to read:

-2-
<PAGE> 3

Executive shall be entitled to an office and to work out of the Company's
offices in El Paso, Texas or Juarez, Mexico or such other location as
shall be mutually agreeable to Executive and the Company.

(g) Section 18(a) is modified by inserting the phrase "and for the
period ending two years after the Effective Time" after the phrase "the term of
this Agreement" in the second line of Section 18(a).

(h) Section 19(b) is deleted and Section 19(d) is amended in its
entirety to read as follows:

(d) Costs. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute, breach or default in connection with any of the
provisions of this Agreement, the prevailing party shall be entitled to
recover his or its reasonable attorneys' fees and other costs incurred in
that action or proceeding, in addition to any other relief to which
such party may be entitled.

(i) Schedule 1 is deleted.

(j) Section 18 is amended by adding the following paragraph at the end
thereof:

(i) ANTEC Common Stock. Following the Merger, the foregoing rights
of the Executive with respect to the Company Shares shall apply equally
to the common stock of ANTEC.

2. Conditioned on Merger. This Amendment is conditioned upon the
consummation of the Merger. If for any reason the Merger Agreement is
terminated, then this Amendment shall become null and void and have no force or
effect. The parties hereto ratify and affirm their respective obligations under
the Employment Agreement, as amended by this Amendment.

3. Applicable Law. The Employment Agreement and this Amendment shall
be construed and interpreted pursuant to the laws of Texas.

4. Entire Agreement. The Employment Agreement and this Amendment
contain the entire agreement between the Company and the Executive and
supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of
the terms of the Employment Agreement or this Amendment shall be binding upon
the parties hereto unless reduced to writing and signed by the Company and the
Executive.

5. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original.

-3-
<PAGE> 4

6. Severability. In the event any provision of this Amendment is held
illegal or invalid, the remaining provisions of this Amendment shall not be
affected thereby.

IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the
Company has caused the Amendment to be executed in its name on its behalf, all
as of the day and year first above written.

COMPANY:

TSX CORPORATION

By: /s/ William H. Lambert
------------------------
Title: COB + CEO
--------------------

EXECUTIVE:

/s/ William H. Lambert
------------------------

-4-

<PAGE> 1

EXHIBIT 21.1

--------------------------------
ANTEC CORPORATION & SUBSIDIARIES
--------------------------------

ANTEC CORPORATION, 36-3892082 (Delaware)

TSX Corporation, 74-2678034 (Nevada)
Texscan Corporation, 35-1109686 (Delaware)
Texscan MSI Corporation, 87-0363200
Texscan Trading Company, 74-2675440
ANTEC International Corp. (Barbados)
Texscan Limited (United Kingdom)
Texscan de Mexico, S.A. de C.V. (Mexico)

Scientific-Atlanta LA Venture, Inc., 58-2084469 (Florida)

ANTEC Pacific, Inc., 36-4011273 (Illinois)
Australia Branch

ANTEC Spain, Inc., 36-4011277 (Illinois)
Spain Branch

ANTEC Digital Video Inc., 58-2163150 (shell company) (Illinois)

Itel Holdings, Inc., 36-3661133 (Illinois)
Electronic Connector Corp. of Illinois, 36-3542005
(Illinois)
Regal Technologies, Ltd., 36-3661130 (Illinois)
ANTEC Latin America, Inc., 36-3684616 (Illinois)
Communicaciones Broadband S.A. de C.V.
Communicaciones Broadband Argentina,
Communicaciones Broadband do Brasil, Ltd

Power Guard, Inc., 63-1139816 (Illinois)
Engineering Technologies Group, Inc., 36-4019840 (Colorado)
Electronic System Product, Inc., 36-4011341 (Illinois)

Keptel, Inc., 36-3977107 (Delaware)
Comfab Technologies, Inc., 36-2820491 (Delaware)
Benefits Connection, Inc., 22-3333376 (New Jersey)
Keptel de Mexico S.A. de C.V. (Mexico)

Anixter CATV Industries, 95-3582672 (California)
Home Satellite System, 95-3954194 (California)
MSO Supply Company, 95-3795688 (California)

ANTEC International Holdings, Inc., 36-3943825 (Illinois)
ANTEC Hong Kong
ANTEC China
ANTEC Singapore

Antec Foreign Sales Corporation (Barbados)

<PAGE> 1

EXHIBIT 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration
Statements of ANTEC Corporation of our report dated January 31, 1997, except
for Note 3, as to which date is February 6, 1997, with respect to the
consolidated financial statements of ANTEC Corporation included in this
Annual Report (Form 10-K) for the year ended December 31, 1996:

Form S-8 No. 33-71384 (Amended and Restated Employee Stock Incentive
Plan)
Form S-8 No. 3371386 (ANTEC Corporation Director Stock Option Plan)
Form S-8 No. 3371388 (ANTEC Corporation Employee Stock Purchase Plan)
Form S-8 No. 3389704 (ANTEC/Keptel Exchange Options)
Form S-8 No. 333-11921 (ESP Stock Plan)
Form S-8 No. 333-12131 (ANTEC Corporation Amended and Restated Employee
Stock Incentive Plan)
Form S-8 No. 333-19129 (TSX Corporation 1996 Second Amended and Restated
Long-Term Incentive Compensation Program; TSX Corporation 1993 Amended
and Restated Directors Stock Option Plan, As Amended; TSX Corporation
1994 W.H. Lambert Stock Option Agreement)

ERNST & YOUNG LLP

Chicago, Illinois
March 24, 1997

<PAGE> 1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of ANTEC Corporation, a Delaware corporation (the "Corporation"),
which is about to file an annual report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended on Form 10-K, hereby
constitutes and appoints Lawrence A. Margolis, Daniel J. Distel and James
E. Knox, each of them his or her true and lawful attorney-in-fact and
agents, with full power and all capacities, to sign the Corporation's Form
10-K and any and all amendments thereto, and any other documents in
connection therewith, to be filed with the Securities and Exchange
Commision, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as she or he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ Rod F. Dammeyer
------------------------------

<PAGE> 1

EXHIBIT 24.2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ John R. Petty
------------------------------

<PAGE> 1

EXHIBIT 24.3

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ Bruce Van Wagner
------------------------------

<PAGE> 1

EXHIBIT 24.4

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ Mary Anges Wilderotter
------------------------------

<PAGE> 1

EXHIBIT 24.5

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ Samuel K. Skinner
------------------------------

<PAGE> 1

EXHIBIT 24.6

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ William H. Lambert
------------------------------

<PAGE> 1

EXHIBIT 24.7

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her
hand and seal as of the 15th day of March, 1997.

/s/ John M. Egan
------------------------------

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