SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

For the transition period from to

~~Commission File Number: 001-10212~~



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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $1 par value

AXE

New York Stock Exchange

Indicate by check mark whether the ~~registrant~~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 o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No o☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

At April ~~15, 2019, 33,678,825~~20, 2020, 34,001,490 shares of registrant’s Common Stock, $1 par value, were outstanding.


				Page
		PART I. FINANCIAL INFORMATION

			~~Page~~
	~~PART I. FINANCIAL INFORMATION~~

Item 1.	Condensed Consolidated Financial Statements (unaudited)		1
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		1512
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		2321
Item 4.		Controls and Procedures		2321

		PART II. OTHER INFORMATION

Item 1.		Legal Proceedings		~~Legal Proceedings~~22	24
Item 1A.		Risk Factors		~~Risk Factors~~22	24
Item 6.		Exhibits		~~Exhibits~~22
24

This report may contain various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “intends”, “anticipates”, “contemplates”, “estimates”, “plans”, “projects”, “should”, “may”, “will” or the negative thereof or other variations thereon or comparable terminology indicating our expectations or beliefs concerning future events. We caution that such statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, a number of which are identified in this report. Other factors could also cause actual results to differ materially from expected results included in these statements. These factors include but are not limited to the impact of the COVID-19 pandemic, general economic conditions, the level of customer demand particularly for capital projects in the markets we serve, changes in supplier or customer relationships, risks associated with nonconforming products and services, political, economic or currency risks related to non-U.S. operations, new or changed competitors, risks associated with inventory and accounts receivable, copper and commodity price fluctuations, risks associated with substantial debt and restrictions contained in financial and operating covenants in our debt agreements, capital project volumes, risks associated with pension expense and funding, compliance with laws and regulations, the impact of investigative and legal proceedings and legal compliance risks, information security risks, disruption or failure of information systems, disruptions to logistics capability or supply chain, the impact and the uncertainty concerning the timing and terms of the withdrawal by the United Kingdom from the European Union, unanticipated changes in our tax provision and tax liabilities related to the enactment of the Tax Cuts and Jobs Act, and risks associated with the integration of acquired companies including, but not limited to, the risk that the acquisitions may not provide us with the synergies or other benefits that were anticipated.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME


	Three Months Ended
	April 3, 2020		March 29, 2019
(In millions, except per share amounts)
Net sales	$	2,071.7	$	2,108.5
Cost of goods sold	1,655.3		1,689.6
Gross profit	416.4		418.9
Operating expenses	345.0		344.3
Operating income	71.4		74.6
Other expense:
Interest expense	(16.8)		(20.4)
Other, net	(6.6)		1.8
Income before income taxes	48.0		56.0
Income tax expense	12.3		16.9
Net income	$	35.7	$	39.1
Income per share:
Basic	$	1.04	$	1.15
Diluted	$	1.03	$	1.14

Basic weighted-average common shares outstanding	34.3		33.9
Effect of dilutive securities:
Stock options and units	0.3		0.3
Diluted weighted-average common shares outstanding	34.6		34.2

Net income	$	35.7	$	39.1
Other comprehensive (loss) income:
Foreign currency translation	(65.5)		6.9
Changes in unrealized pension cost, net of tax	1.1		0.2
Other comprehensive (loss) income	(64.4)		7.1
Comprehensive (loss) income	$	(28.7)	$	46.2

Three Months Ended
March 29,
2019 March 30,
2018
(In millions, except per share amounts)
Net sales $ 2,108.5
$ 1,964.2
Cost of goods sold 1,689.6
1,579.4
Gross profit 418.9
384.8
Operating expenses 344.3
323.2
Operating income 74.6
61.6
Other expense:
Interest expense (20.4 ) (18.2 )
Other, net 1.8
2.3
Income before income taxes 56.0
45.7
Income tax expense 16.9
13.6
Net income $ 39.1
$ 32.1
Income per share:
Basic $ 1.15
$ 0.95
Diluted $ 1.14
$ 0.94

Basic weighted-average common shares outstanding 33.9
33.7
Effect of dilutive securities:
Stock options and units 0.3
0.4
Diluted weighted-average common shares outstanding 34.2
34.1

Net income $ 39.1
$ 32.1
Other comprehensive income (loss):
Foreign currency translation 6.9
(3.5 )
Changes in unrealized pension cost, net of tax 0.2
0.5
Other comprehensive income (loss) 7.1
(3.0 )
Comprehensive income $ 46.2
$ 29.1

See accompanying notes to the Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to the Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to the Condensed Consolidated Financial Statements.

ANIXTER INTERNATIONAL INC.

Three Months Ended March 29, 2019
Common Stock Capital
Surplus Retained
Earnings Accumulated Other
Comprehensive Loss
Shares Amount Total
(In millions)
Balance at December 28, 2018 33.9
$ 33.9
$ 292.7
$ 1,513.2
$ (269.4 ) $ 1,570.4
Net income —
—
—
39.1
—
39.1
Other comprehensive income:
Foreign currency translation —
—
—
—
6.9
6.9
Changes in unrealized pension cost, net of tax —
—
—
—
0.2
0.2
Reclassification of tax effects ^(a)
—
—
—
7.7
(7.7 ) —
Stock-based compensation —
—
4.1
—
—
4.1
Issuance of common stock and related taxes 0.2
0.2
(0.2 ) —
—
—
Balance at March 29, 2019 34.1
$ 34.1
$ 296.6
$ 1,560.0
$ (270.0 ) $ 1,620.7


	Three Months Ended April 3, 2020
	Common Stock					Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Loss
	Shares	Amount										Total
(In millions)
Balance at January 3, 2020	34.2	$	34.2	$	310.2	$	1,783.8	$	(267.3)	$	1,860.9
Net income	—	—		—		35.7		—		35.7
Other comprehensive (loss) income:
Foreign currency translation	—	—		—		—		(65.5)		(65.5)
Changes in unrealized pension cost, net of tax	—	—		—		—		1.1		1.1
Stock-based compensation	—	—		4.6		—		—		4.6
Issuance of common stock and related taxes	0.2	0.2		(3.7)		—		—		(3.5)
Balance at April 3, 2020	34.4	$	34.4	$	311.1	$	1,819.5	$	(331.7)	$	1,833.3

Three Months Ended March 30, 2018
Common Stock Capital
Surplus Retained
Earnings Accumulated Other
Comprehensive Loss
Shares Amount Total
(In millions)
Balance at December 29, 2017 33.7
$ 33.7
$ 278.7
$ 1,356.9
$ (210.3 ) $ 1,459.0
Net income —
—
—
32.1
—
32.1
Other comprehensive (loss) income:
Foreign currency translation —
—
—
—
(3.5 ) (3.5 )
Changes in unrealized pension cost, net of tax —
—
—
—
0.5
0.5
Stock-based compensation —
—
4.6
—
—
4.6
Issuance of common stock and related taxes 0.1
0.1
(0.9 ) —
—
(0.8 )
Balance at March 30, 2018 33.8
$ 33.8
$ 282.4
$ 1,389.0
$ (213.3 ) $ 1,491.9

Reclassification of tax effects ^(a)

(a)The Company reclassified $7.7 million of tax benefits from "Accumulated other comprehensive loss" to "Retained earnings" for the tax effects resulting from the December 22, 2017 enactment of the Tax Cuts and Jobs Act in accordance with the adoption of Accounting Standards Update 2018-02, "Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" in the first quarter of 2019.

See accompanying notes to the Condensed Consolidated Financial Statements.

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation: The unaudited interim Condensed Consolidated Financial Statements of Anixter International Inc. and its subsidiaries (collectively referred to as "Anixter" or the "Company"), sometimes referred to in this Quarterly Report on Form 10-Q as "we", "our", "us", or "ourselves" have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Therefore, certain information and disclosures normally included in financial statements and related notes prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted. Certain prior period amounts have been reclassified to conform to the current year presentation.

These financial statements should be read in conjunction with, and have been prepared in conformity with, the accounting principles reflected in the consolidated financial statements and related notes included in Anixter's Annual Report on Form 10-K for the year ended ~~December 28, 2018~~January 3, 2020 ("~~2018~~2019 Form 10-K"). The condensed consolidated financial information furnished herein reflects all ~~adjustments (consisting of~~ normal recurring ~~accruals),~~adjustments, which are, in the opinion of management, necessary for a fair presentation of the Condensed Consolidated Financial Statements for the periods shown.

The Company maintains its financial records on the basis of a fiscal year ending on the Friday nearest December 31, with the fiscal quarters typically spanning thirteen ~~weeks, with the~~weeks. The first quarter ~~ending~~ends on the Friday of the first thirteen-week ~~period.~~period, the second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The first quarter of fiscal year 2020 ended on April 3, 2020, and the first quarter of fiscal year 2019 ended on March 29, ~~2019, and the first quarter of fiscal year 2018 ended on March 30, 2018.~~2019.

Recently issued and adopted accounting pronouncements: In ~~February~~June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2016-02,~~ ~~Leases~~, which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. In July 2018, the FASB issued additional authoritative guidance providing companies with an optional transition method to use the effective date of ASU 2016-02 as the date of initial application of transition and not restate comparative periods. The Company adopted the standard in the first quarter of 2019 using this optional transition method. The Company elected the package of practical expedients, which allows it to carry forward historical lease classification, the practical expedient to not separate non-lease components from lease components, and the short-term lease accounting policy election as defined in ASU 2016-02. The Company implemented internal controls and a lease accounting information system to enable the preparation of financial information on adoption. The standard had a material impact on the Company's Condensed Consolidated Balance Sheets, but did not have an impact on the Condensed Consolidated Statements of Comprehensive Income. The most significant impact was the recognition of right-of-use assets of $244.1 million and lease liabilities of $249.6 million for operating leases, while accounting for finance leases remained substantially unchanged.

~~In February 2018, the FASB issued ASU 2018-02,~~ ~~Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,~~ which will allow a reclassification from accumulated other comprehensive income to retained earnings for the tax effects resulting from the December 22, 2017 enactment of the Tax Cuts and Jobs Act (the "Act") that are stranded in accumulated other comprehensive income. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this standard effective the first quarter of fiscal year 2019 and elected to reclassify $7.7 million of tax benefits from "Accumulated other comprehensive loss" to "Retained earnings" within its Condensed Consolidated Financial Statements.

~~In June 2018, the FASB issued ASU 2018-07,~~ ~~Compensation - Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting,~~ which will expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company adopted this standard effective the first quarter of fiscal year 2019. The result of this adoption did not have a material impact on the Condensed Consolidated Financial Statements.

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~Recently issued accounting pronouncements not yet adopted:~~ ~~In June 2016, the FASB issued ASU~~ 2016-13, Financial Instruments - Credit Losses, which requires the measurement of expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company ~~is currently evaluating~~adopted this standard effective the ~~impact~~first quarter of fiscal year 2020. The adoption of this ~~ASU, but it is~~standard did not ~~expected to~~ have a material ~~effect~~impact on the Company's Condensed Consolidated Financial Statements. See the section below titled "Receivables and expected credit losses" for more information on the Company's measurement of credit losses.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment, which removes step two from the goodwill impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. The new guidance requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company ~~is currently assessing~~adopted this standard effective the ~~impact the~~first quarter of fiscal year 2020. The adoption of this ~~ASU will~~standard did not have a material impact on ~~its methodology for evaluating goodwill for impairment subsequent to adoption of this standard.~~the Company's Condensed Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Changes to the Disclosure Requirements for Fair Value Measurement, which changes the disclosure requirements for fair value measurements by removing, adding and modifying certain disclosures. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company ~~is currently evaluating~~adopted this standard effective the ~~impact~~first quarter of fiscal year 2020. The adoption of this ~~ASU~~standard did not have a material impact on ~~its~~the Company's related disclosures.

Recently issued accounting pronouncements not yet adopted: In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General: Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The standard is effective for Anixter's financial statements issued for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its related disclosures.

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In December 2019, the FASB issued ASU 2019-12, Income Taxes - Simplifying the Accounting for Income Taxes, which clarifies existing guidance and removes certain exceptions to the general principles for income taxes. The standard is effective for Anixter's financial statements issued for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its Condensed Consolidated Financial Statements.

The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material impact on its Condensed Consolidated Financial Statements or disclosures.

Receivables and expected credit losses: The Company carries its accounts receivable at their face amounts less an allowance for expected credit losses, which was $29.7 million and $30.4 million as of April 3, 2020 and January 3, 2020, respectively. Changes in the allowance were not material for the three months ended April 3, 2020. On a regular basis, Anixter evaluates its accounts receivable and establishes the allowance for expected credit losses based on a combination of specific customer circumstances, as well as history of write-offs and collections, current credit conditions and economic forecasts. A receivable is considered past due if payments have not been received within the agreed upon invoice terms. Receivables are written off and deducted from the allowance account when the receivables are deemed uncollectible.

Revenue recognition: Anixter is a leading global distributor of network and security solutions, electrical and electronic solutions and utility power solutions. Through a global distribution network along with supply chain and technical expertise, Anixter helps customers reduce the risk, cost and complexity of their supply chains. Anixter is a leader in providing advanced inventory management services including procurement, just-in-time delivery, material management programs, turn-key yard layout and management, quality assurance testing, component kit production, storm/event kitting, small component assembly and e-commerce and electronic data interchange to a broad spectrum of customers with nearly 600,000 products. Revenue arrangements primarily consist of a single performance obligation to transfer promised goods or services. See Note 9.7. "Business Segments" for revenue disaggregated by geography.

Sales to customers and related cost of sales are primarily recognized at the point in time when control of goods transfers to the customer. For product sales, this generally occurs upon shipment of the products, however, this may occur at a later date depending on the agreed upon sales terms, such as delivery at the customer's designated location, or based on consignment terms. In instances where goods are not stocked by Anixter and delivery times are critical, product is purchased from the manufacturer and drop-shipped to the customer. Anixter generally takes control of the goods when shipped by the manufacturer and then recognizes revenue when control of the product transfers to the customer. When providing services, sales are recognized over time as control transfers to the customer, which occurs as services are rendered.

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company estimates different forms of variable consideration at the time of sale based on historical experience, current conditions and contractual obligations. Revenue is recorded net of customer discounts, rebates and similar charges. When Anixter offers the right to return product, historical experience is utilized to establish a liability for the estimate of expected returns. Sales and other tax amounts collected from customers for remittance to governmental authorities are excluded from revenue. The Company has elected to treat shipping and handling as a fulfillment activity. The practical expedient not to disclose information about remaining performance obligations has also been elected as these ~~contacts~~contracts have an original duration of one year or less or are contracts where the Company has applied the practical expedient to recognize service revenue in proportion to the amount Anixter has the right to invoice. The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation.

At ~~December 28, 2018, $17.2~~January 3, 2020, $11.6 million of deferred revenue related to outstanding contracts was reported in "Accrued expenses" in the Company's Condensed Consolidated Balance Sheet. This balance primarily represents prepayments from customers. During the three months ended ~~March 29, 2019, $6.9~~April 3, 2020, $4.1 million of this deferred revenue was recognized. At ~~March 29, 2019,~~April 3, 2020, deferred revenue was ~~$21.3~~$12.1 million. The Company expects to recognize this balance as revenue within the next twelve months.

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other, net: The following represents the components of "Other, net" as reflected in the Condensed Consolidated Statements of Comprehensive (Loss) Income:

Three Months Ended
(In millions) March 29,
2019 March 30,
2018
Other, net:
Foreign exchange (loss) gain $ (0.5 ) $ 0.2
Cash surrender value of life insurance policies 1.7
(0.6 )
Net periodic pension benefit 0.8
1.6
Other (0.2 ) 1.1
Total other, net $ 1.8
$ 2.3


	Three Months Ended
(In millions)	April 3, 2020		March 29, 2019
Other, net:
Foreign exchange loss	$	(4.5)	$	(0.5)
Cash surrender value of life insurance policies	(3.0)		1.7
Net periodic pension benefit	1.0		0.8
Other	(0.1)		(0.2)
Total other, net	$	(6.6)	$	1.8

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

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

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

The Company does not hedge 100% of its foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing the foreign currency forward contracts versus the movement of the currencies as well as the fluctuations in the account balances throughout each reporting period. The fair value of the foreign currency forward contracts is based on the difference between the contract rate and the current exchange rate. The fair value of the foreign currency forward contracts is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. At ~~March 29, 2019~~April 3, 2020 and ~~December 28, 2018,~~January 3, 2020, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in "Other, net" in the Condensed Consolidated Statements of Comprehensive (Loss) Income offsetting the transaction gain/loss recorded on the foreign currency-denominated accounts. At ~~March 29, 2019~~April 3, 2020 and ~~December 28, 2018,~~January 3, 2020, the gross notional amount of the foreign currency forward contracts outstanding was approximately ~~$101.7~~$124.1 million and ~~$96.3~~$130.2 million, respectively. At ~~March 29, 2019~~April 3, 2020 and ~~December 28, 2018,~~January 3, 2020, the net notional amount of the foreign currency forward contracts outstanding was approximately ~~$100.9~~$124.1 million and ~~$75.7~~$95.4 million, respectively. While all of the Company's foreign currency forward contracts are subject to master netting arrangements with its counterparties, assets and liabilities related to ~~derivative instruments~~these contracts are presented on a gross basis within the Condensed Consolidated Balance Sheets. The gross fair value of ~~derivative~~ assets and liabilities related to foreign currency forward contracts are immaterial.

The combined effect of changes in both the equity and bond markets resulted in changes in the cash surrender value of the Company's company owned life insurance policies associated with the sponsored deferred compensation program.

~~Leases:~~ At contract inception, the Company determines if an arrangement is a lease. Operating leases are included in "Operating leases", "Current operating lease obligations" and "Operating lease obligations" on the Condensed Consolidated Balance Sheets. Finance leases are included in "Property and equipment, net", "Accrued expenses" and "Long-term debt" on the Condensed Consolidated Balance Sheets. The gross amount of the balances recorded related to finance leases was immaterial as of March 29, 2019, and December 28, 2018. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components and has elected to account for the lease and non-lease components as a single lease component.

Operating lease assets and liabilities are recognized at the commencement date, based on the present value of the future minimum lease payments over the lease term. A certain number of these leases contain rent escalation clauses either fixed or adjusted periodically for inflation or market rates that are factored into the Company's determination of lease payments. Anixter also has variable lease payments that do not depend on a rate or index, primarily for items such as common area maintenance and real estate taxes, which are recorded as variable cost when incurred. The operating lease asset includes advance payments and excludes incentives and initial direct costs incurred. As most of Anixter’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date to discount payments to the present value. Most operating leases contain renewal options, some of which also include options to early terminate the leases. The exercise of these options is at the Company's discretion. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Accumulated other comprehensive loss: Unrealized gains and losses are accumulated in "Accumulated other comprehensive loss" ("AOCI"). These changes are also reported in "Other comprehensive ~~income~~ (loss)" income" on the Condensed Consolidated Statements of Comprehensive (Loss) Income. These include unrealized gains and losses related to the Company's defined benefit obligations and foreign currency translation. See Note 7.5. "Pension Plans" for pension related amounts reclassified into net income.

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~NOTE 2. RESTRUCTURING CHARGES~~Supplemental cash flow information:

The Company considers restructuring activities to be programs whereby Anixter fundamentally changes its operations, such as closing and consolidating facilities, reducing headcount and realigning operations in response to changing market conditions. The following ~~table summarizes activity related to liabilities associated with restructuring activities:~~

Restructuring Activity
Q2 2018
Plan
(In millions) Employee-Related Costs (a) Facility Exit and Other Costs (b) Total
Balance at December 28, 2018 $ 6.7
$ 0.2
$ 6.9
Payments and other (1.1 ) —
(1.1 )
Balance at March 29, 2019 $ 5.6
$ 0.2
$ 5.8


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


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

~~Q2 2018 Restructuring Plan~~

In the second quarter of 2018, the Company recorded a pre-tax charge of $2.1 million, $1.3 million and $1.1 million in its Network & Security Solutions ("NSS"), Electrical & Electronic Solutions ("EES") and Utility Power Solutions ("UPS") segments, respectively, and an additional $5.4 million at its corporate headquarters, primarily for severance-related expenses associated with a reduction of approximately 260 positions. In the third quarter of 2018, the Company recorded an additional $0.2 million charge at its corporate headquarters. The $10.1 million charge related to the second quarter 2018 plan primarily reflects actions related to facilities consolidation, systems integration and back office functions. This charge was included in "Operating expenses" in the Company's Condensed Consolidated Statements of Comprehensive Income for fiscal year 2018. The majority of the remaining charge included in accrued expenses of $5.8 million as of March 29, 2019 is expected to be paid by the fourth quarter of 2019.

~~NOTE 3. LEASES~~information discloses supplemental cash flow information about leasing activities.

~~The Company adopted ASU 2016-02,~~ ~~Leases, as of December 29, 2018, using the modified retrospective approach. Prior year financial statements were not recast under the new standard and, therefore, those amounts are not presented below.~~

Substantially all of Anixter's office and warehouse facilities are leased under operating leases. The Company also leases certain equipment and vehicles primarily as operating leases. Lease costs are included within "Operating expenses" in the Company's Condensed Consolidated Statements of Comprehensive Income. During the three months ended March 29, 2019, these costs were as follows:

Three Months Ended
(In millions) March 29, 2019
Lease cost
Operating lease cost $ 20.1
Variable lease cost 6.3
Short-term lease cost 0.3
Total lease cost $ 26.7

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~The weighted-average remaining lease term and weighted-average discount rate under operating leases at March 29, 2019 were:~~



	~~March 29, 2019~~
~~Lease term and discount rate~~
~~Weighted-average remaining lease term~~	~~6.0 years~~
~~Weighted-average discount rate~~ ^(a)	~~6.3~~	%


~~(a)~~	~~Upon adoption of ASU 2016-02, the discount rate used for existing leases was established as of December 29, 2018.~~

~~Maturities of operating lease liabilities at March 29, 2019 were as follows:~~

(In millions)
2019 (excluding the three months ended March 29, 2019) $ 54.1
2020 60.0
2021 43.9
2022 38.2
2023 26.7
2024 and thereafter 68.5
Total lease payments $ 291.4
Less imputed interest 51.3
Present value of lease liabilities $ 240.1

Operating lease payments include $18.0 million related to options to extend lease terms that are reasonably certain of being exercised. As of March 29, 2019, the Company has additional leases, primarily for facilities, that have not yet commenced of $25.7 million. These operating leases will commence in fiscal year 2019 with lease terms of seven to fifteen years. Anixter subleases certain real estate to third parties. During the three months ended March 29, 2019, the Company recognized income of $0.2 million which was included within "Operating expenses" in the Company's Condensed Consolidated Statements of Comprehensive Income. Aggregate future minimum rentals to be received under non-cancelable subleases at March 29, 2019 were $4.5 million.

During the three months ended April 3, 2020 and March 29, 2019, leased assets obtained in exchange for operating lease obligations were $10.5 million and $258.3 ~~million.~~million, respectively. The operating cash outflow for amounts included in the measurement of operating lease obligations was $14.6 million in the first quarter of 2020 compared to $19.4 ~~million.~~million in the prior year period.

NOTE 4.2. DEBT

Debt is summarized below:

(In millions) March 29,
2019 December 28,
2018
Long-term debt:
6.00% Senior notes due 2025 $ 247.0
$ 246.9
5.50% Senior notes due 2023 347.5
347.4
5.125% Senior notes due 2021 397.6
397.4
Revolving lines of credit 368.2
260.0
Finance lease obligations 2.1
0.9
Other 11.5
6.1
Unamortized deferred financing costs (5.6 ) (6.0 )
Total long-term debt $ 1,368.3
$ 1,252.7


(In millions)	April 3, 2020		January 3, 2020
Long-term debt:
6.00% Senior notes due 2025	$	247.4	$	247.3
5.50% Senior notes due 2023	348.1		347.9
5.125% Senior notes due 2021	398.5		398.3
Revolving lines of credit	310.0		56.0
Finance lease obligations	7.9		6.0
Other	9.1		8.8
Unamortized deferred financing costs	(4.2)		(4.6)
Total long-term debt	$	1,316.8	$	1,059.7

Fair Value of Debt

The fair value of Anixter's debt instruments is measured using observable market information which would be considered Level 2 in the fair value hierarchy described in accounting guidance on fair value measurements. The Company's fixed-rate debt consists of Senior notes due 2025, Senior notes due 2023 and Senior notes due 2021.

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

At ~~March 29, 2019,~~April 3, 2020, the Company's total carrying value and estimated fair value of debt outstanding was ~~$1,368.3~~$1,316.8 million and ~~$1,416.4~~$1,317.8 million, respectively. This compares to a carrying value and estimated fair value of debt outstanding at ~~December 28, 2018~~January 3, 2020 of ~~$1,252.7~~$1,059.7 million and ~~$1,261.7~~$1,122.1 million, respectively. The increase in the carrying value and estimated fair value is primarily due to higher outstanding borrowings under Anixter's revolving lines of credit.

NOTE 5.3. LEGAL CONTINGENCIES

From time to time, Anixter is party to legal proceedings and matters that arise in the ordinary course of business. As of ~~March 29, 2019,~~April 3, 2020, the Company does not believe there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 6.4. INCOME TAXES

The Company's effective tax rate for the first quarter of ~~2019~~2020 was ~~30.3%~~25.7% compared to ~~29.7%~~30.3% in the prior year period. The ~~increase~~decrease in the effective tax rate was due ~~primarily~~ to ~~the~~a change in the country mix of ~~earnings.~~earnings and associated tax benefits from our continued movement to a U.S.-center-led business model, with the major impact coming from a lower U.S. tax rate on foreign derived income and the ability to utilize foreign tax credits.

The December 22, 2017 Tax Cuts and Jobs Act subjects U.S. shareholders to tax on Global Intangible Low-Taxed Income ~~(“GILTI”~~("GILTI") earned by certain foreign subsidiaries. The Company recognizes the tax on GILTI as a period expense in the period ~~the~~ tax is incurred. Under this policy, the Company has not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period.

Anixter considers the undistributed earnings of its foreign subsidiaries to be indefinitely reinvested. Upon distribution of those earnings in the form of dividends or otherwise, Anixter may be subject to withholding taxes payable to the various foreign countries.

NOTE 7.5. PENSION PLANS

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

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Components of net periodic pension (benefit) cost ~~(benefit)~~ were as follows:


	Three Months Ended
	Domestic Plans						Foreign Plans						Total
(In millions)	April 3, 2020		March 29, 2019		April 3, 2020		March 29, 2019		April 3, 2020		March 29, 2019
Recorded in operating expenses:
Service cost	$	0.8	$	0.8	$	1.5	$	1.4	$	2.3	$	2.2

Recorded in other, net:
Interest cost	2.4		2.8		1.5		1.7		3.9		4.5
Expected return on plan assets	(3.9)		(3.7)		(2.5)		(2.7)		(6.4)		(6.4)
Net amortization ^(a)	0.2		0.3		1.3		0.8		1.5		1.1
Total recorded in other, net	(1.3)		(0.6)		0.3		(0.2)		(1.0)		(0.8)

Total net periodic pension (benefit) cost	$	(0.5)	$	0.2	$	1.8	$	1.2	$	1.3	$	1.4

Three Months Ended
Domestic Plans Foreign Plans Total
(In millions) March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018
Recorded in operating expenses:
Service cost $ 0.8
$ 1.2
$ 1.4
$ 1.6
$ 2.2
$ 2.8

Recorded in other, net:
Interest cost 2.8
2.6
1.7
1.7
4.5
4.3
Expected return on plan assets (3.7 ) (4.3 ) (2.7 ) (2.5 ) (6.4 ) (6.8 )
Net amortization ^(a)
0.3
0.1
0.8
0.8
1.1
0.9
Total recorded in other, net $ (0.6 ) (1.6 ) (0.2 ) —
(0.8 ) (1.6 )

Total net periodic pension cost (benefit) $ 0.2
$ (0.4 ) $ 1.2
$ 1.6
$ 1.4
$ 1.2
(a)Reclassified from AOCI


~~(a)~~	~~Reclassified from AOCI.~~

NOTE 8.6. STOCKHOLDERS' EQUITY

At ~~the end of the first quarter of 2019,~~April 3, 2020, there were ~~1.3~~approximately 1.1 million shares reserved for issuance under the 2017 Stock Incentive Plan. Under such plan, the Company pays its non-employee directors annual retainer fees and, at their election, meeting fees in the form of stock units. Employee and director stock units are included in common stock outstanding on the date of vesting, and stock options are included in common stock outstanding upon exercise by the participant. The fair value of employee stock units is amortized over the respective vesting period representing the requisite service period, generally three to six years. Director stock units are expensed in the period in which they are granted, as these vest immediately. The 2019 employee performance-based restricted stock units ("performance units") are issued on the third anniversary of the grant date based on the Company's adjusted EBITDA margin for each of the performance periods with a total shareholder return ("TSR") modifier relative to the TSR of the peer group companies determined by the Company's compensation committee. The fair value of each performance unit tranche is estimated using the Monte Carlo Simulation pricing model at the date of grant.

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

During the three months ended ~~March 29, 2019,~~April 3, 2020, the Company granted ~~228,137~~195,284 stock units to employees, with a weighted-average grant-date fair value of ~~$13.5~~$19.0 million. During the three months ended ~~March 29, 2019,~~April 3, 2020, the Company ~~granted 58,139 performance units to employees, with a weighted-average grant-date fair value of $3.6 million. During the three months ended March 29, 2019, the Company granted directors 12,130~~did not issue director stock ~~units, with a weighted-average grant-date fair value of $0.7 million.~~

units.

Antidilutive stock options and units are excluded from the calculation of weighted-average shares for diluted earnings per share. For the first quarter of ~~2019~~2020 and ~~2018,~~2019, the antidilutive stock options and units were immaterial.

NOTE 9.7. BUSINESS SEGMENTS

Anixter is a leading distributor of ~~enterprise cabling~~network and security solutions, electrical and electronic wire and cable solutions and utility power solutions. The Company has identified ~~NSS, EES~~Network & Security Solutions ("NSS"), Electrical and ~~UPS~~Electronic Solutions ("EES") and Utility Power Solutions ("UPS") as reportable segments. Within its segments, the Company is also organized by geographies. Anixter's geographies consist of North America, which includes the U.S. and Canada, EMEA, which includes Europe, the Middle East and Africa, and Emerging Markets, which includes Asia Pacific and Central and Latin America.

Corporate expenses are incurred to obtain and coordinate financing, tax, information technology, legal and other related services, certain of which were rebilled to subsidiaries. The Company also has various corporate assets which are reported in corporate. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets as such allocation is made for internal reporting. Interest expense and other non-operating items are not allocated to the segments or reviewed on a segment basis.

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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

Segment Financial Information

Segment information for the three months ended April 3, 2020 and March 29, 2019 ~~and March 30, 2018~~ was as follows:


(In millions)
First Quarter of 2020	NSS		EES		UPS		Corporate		Total
Net sales	$	1,080.6	$	542.2	$	448.9	$	—	$	2,071.7
Operating income (loss)	63.2		28.7		22.0		(42.5)		71.4

(In millions)
First Quarter of 2019 NSS EES UPS Corporate Total
Net sales $ 1,112.5
$ 566.0
$ 430.0
$ —
$ 2,108.5
Operating income (losses) 70.9
29.1
18.5
(43.9 ) 74.6

First Quarter of 2018 NSS EES UPS Corporate Total
Net sales $ 994.8
$ 568.4
$ 401.0
$ —
$ 1,964.2
Operating income (losses) 53.5
31.4
16.4
(39.7 ) 61.6


First Quarter of 2019	NSS		EES		UPS		Corporate		Total
Net sales	$	1,112.5	$	566.0	$	430.0	$	—	$	2,108.5
Operating income (loss)	70.9		29.1		18.5		(43.9)		74.6

Geographic Information

The following table summarizes net sales by geographic areas for the three months ended April 3, 2020 and March 29, ~~2019 and March 30, 2018:~~2019:


	Three Months Ended
(In millions)	April 3, 2020		March 29, 2019
Net sales
North America	$	1,686.1	$	1,697.8
EMEA	148.2		152.5
Emerging Markets	237.4		258.2
Total net sales	$	2,071.7	$	2,108.5

Three Months Ended
(In millions) March 29, 2019 March 30, 2018
Net sales
North America $ 1,697.8
$ 1,612.4
EMEA 152.5
168.6
Emerging Markets 258.2
183.2
Total net sales $ 2,108.5
$ 1,964.2

ANIXTER INTERNATIONAL INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Goodwill Assigned to Segments

The following table presents the changes in goodwill allocated to the Company's reporting units during the three months ended ~~March 29, 2019:~~April 3, 2020:


(In millions)	NSS		EES		UPS		Total
Balance as of January 3, 2020	$	463.6	$	181.3	$	183.8	$	828.7
Foreign currency translation and other	(8.2)		(0.8)		(9.7)		(18.7)
Balance as of April 3, 2020	$	455.4	$	180.5	$	174.1	$	810.0

(In millions) NSS EES UPS Total
Balance as of December 28, 2018 $ 472.7
$ 180.9
$ 178.4
$ 832.0
Acquisition related 0.2
—
—
0.2
Foreign currency translation 1.1
0.1
1.5
2.7
Balance as of March 29, 2019 $ 474.0
$ 181.0
$ 179.9
$ 834.9

~~ANIXTER INTERNATIONAL INC.~~

~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

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

(In millions) March 29,
2019 December 28,
2018
Assets:
Current assets $ 3,156.4
$ 3,171.6
Property and equipment, net 167.2
169.1
Operating leases 224.5
—
Goodwill 834.9
832.0
Intangible assets, net 385.3
392.9
Other assets 95.6
92.9
$ 4,863.9
$ 4,658.5
Liabilities and Stockholder's Equity:
Current liabilities $ 1,500.7
$ 1,630.3
Long-term debt 1,378.0
1,260.7
Operating lease obligations 171.6
—
Other liabilities 196.4
199.6
Stockholder’s equity 1,617.2
1,567.9
$ 4,863.9
$ 4,658.5

Three Months Ended
(In millions) March 29,
2019 March 30,
2018
Net sales $ 2,108.5
$ 1,964.2
Operating income $ 76.1
$ 63.2
Income before income taxes $ 57.4
$ 47.1
Net income $ 40.4
$ 33.5
Comprehensive income $ 39.8
$ 30.5

ANIXTER INTERNATIONAL INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following is a discussion of our financial condition and results of operations for the three months ended ~~March 29, 2019~~April 3, 2020 as compared to the corresponding period in the prior year. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements, including the related notes, set forth in this report under "Condensed Consolidated Financial Statements" and our Annual Report on Form 10-K for the year ended ~~December 28, 2018.~~January 3, 2020.

First Quarter ~~2019~~2020 and ~~2018~~2019 Consolidated Results of Operations

First Quarter Highlights

~~We delivered~~Total company sales decreased 1.7% to $2,071.7 million in the first quarter ~~sales~~ of ~~$2,108.5 million, up 7.3% compared to the prior year, driven~~2020, reflecting growth in our Utility Power Solutions ("UPS") segment but offset by ~~growth~~declines in our Network and Security Solutions ("NSS") and ~~Utility Power~~Electrical and Electronic Solutions ("~~UPS) businesses.~~EES") segments. Excluding the unfavorable impacts from ~~acquisitions,~~ foreign exchange and copper, ~~we delivered~~our results reflect organic sales ~~growth~~decline of ~~7.7%, with organic growth~~1.3%. The current quarter had 65 billing days compared to 64 billing days in ~~all segments.~~the prior year period. Excluding the favorable impact from the extra billing day, adjusted daily sales decreased 2.8%. In addition, ~~to strong sales growth, we~~the first quarter of 2020 also ~~delivered~~reflects gross margin of ~~19.9%~~20.1%, up 3020 basis points from the prior year.

Strategy Update and Business Outlook

~~We are optimistic that favorable sales trends that we realized in the~~The first quarter of ~~2019~~2020 saw the global outbreak of a novel strain of coronavirus ("COVID-19"), which in the latter part of the quarter created significant economic disruption. While our shipments were consistent with our outlook through February, we experienced a drop in shipments in the last three weeks of March. Due to the uncertainty created by COVID-19, we proactively increased our cash levels to provide additional flexibility during the March disruption in the financial markets. We believe that our cash on hand, covenant-light debt, and current borrowing availability provide sufficient resources and liquidity to manage the challenges caused by the current market conditions. In addition, we have scaled back our capital expenditure spending projections by approximately 40% and expect lower levels of working capital which will further improve cash flow in these uncertain times. Finally, in order to manage through this unpredictable demand environment, we are aggressively reducing our operating expenses while still supporting our customers and their specific needs. We will continue to actively monitor the situation and may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, suppliers and stockholders. Although we are aggressively managing our response to COVID-19, the impact that COVID-19 will have on results in our second quarter and other subsequent periods is dependent on future developments which are uncertain and cannot be predicted at this time.

Through this challenging time we continue to serve our customer and supplier partners by operating as an essential business in markets such as utility, healthcare, public safety, government, telecommunications, and cloud computing services. We believe that the work from home environment has already and will continue to spur higher levels of data center and connectivity related spending which may be positive for our NSS segment later in the year. In addition, our utility and service provider businesses are expected to benefit from remote working. While we have seen a delay in a large number of capital projects across all segments, we have not yet experienced any cancellations of major projects by our customers. We believe once current restrictions around the globe are lifted we may see activity pick up based on our ~~strong~~solid backlog and pipeline trends, and discussions with our customers and suppliers. We continue to see strong demand, tempered by macro economic uncertainty in certain markets. The improvement in gross margin will help fund our investment in innovation and business transformation, as we continue to invest in customer-facing technologies that will enhance our digital capabilities and enterprise efficiencies and drive long-term EBITDA growth. As part of this multi-year initiative, we are also streamlining and standardizing our global business processes, as we migrate to a more efficient operating model. We expect our investment in innovation to deliver significant long-term benefits.

During the second quarter of 2018, we completed the acquisition of security businesses in Australia and New Zealand. We expect these acquisitions to be accretive to earnings in the first full year of operation, exclusive of transaction and integration costs.levels.

ANIXTER INTERNATIONAL INC.

On January 10, 2020, Anixter entered into a merger agreement with WESCO International Inc. ("WESCO") under which WESCO will acquire Anixter in a transaction valued at approximately $4.5 billion. Based on the transaction structure and the number of shares of WESCO and Anixter common stock currently outstanding, it is anticipated that WESCO stockholders will own 84% and Anixter stockholders will own 16% of the combined company. The transaction is currently subject to receipt of regulatory approval in Canada and Mexico, as well as other customary closing conditions.

Items Impacting Comparability of Results

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

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

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

ANIXTER INTERNATIONAL INC.

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

~~ANIXTER INTERNATIONAL INC.~~

The following summarizes the various items that favorably/(unfavorably) impact the comparability of the results for the three months ended April 3, 2020 and March 29, ~~2019 and March 30, 2018.~~2019.

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


Items Impacting Comparability of Operating Expense and Operating Income by Segment:

	Three Months Ended April 3, 2020
(In millions)	NSS		EES		UPS		Corporate		Total
Amortization of intangible assets	$	(3.9)	$	(1.4)	$	(3.3)	$	—	$	(8.6)
Merger costs	—		—		—		(2.9)		(2.9)
Total of items impacting operating expense and operating income	$	(3.9)	$	(1.4)	$	(3.3)	$	(2.9)	$	(11.5)

Items Impacting Comparability of Operating Expense and Operating Income by Segment:

Three Months Ended March 29, 2019
(In millions) NSS EES UPS Corporate Total
Amortization of intangible assets $ (4.1 ) $ (1.4 ) $ (3.3 ) $ —
$ (8.8 )
Restructuring charge —
—
0.1
(0.1 ) —
Acquisition and integration costs —
—
—
0.3
0.3
Total of items impacting operating expense and operating income $ (4.1 ) $ (1.4 ) $ (3.2 ) $ 0.2
$ (8.5 )


	Three Months Ended March 29, 2019
(In millions)	NSS		EES		UPS		Corporate		Total
Amortization of intangible assets	$	(4.1)	$	(1.4)	$	(3.3)	$	—	$	(8.8)
Restructuring charge	—		—		0.1		(0.1)		—
Acquisition and integration costs	—		—		—		0.3		0.3
Total of items impacting operating expense and operating income	$	(4.1)	$	(1.4)	$	(3.2)	$	0.2	$	(8.5)

Three Months Ended March 30, 2018
(In millions) NSS EES UPS Corporate Total
Amortization of intangible assets $ (3.8 ) $ (2.2 ) $ (3.3 ) $ —
$ (9.3 )
Acquisition and integration costs —
—
—
(0.3 ) (0.3 )
U.K. facility relocation costs —
(0.2 ) —
—
(0.2 )
Total of items impacting operating expense and operating income $ (3.8 ) $ (2.4 ) $ (3.3 ) $ (0.3 ) $ (9.8 )

U.S. GAAP to Non-GAAP Net Income and EPS Reconciliation:
(In millions, except per share amounts) Three Months Ended
March 29,
2019 March 30,
2018
Reconciliation to most directly comparable U.S. GAAP financial measure:
Net income - U.S. GAAP $ 39.1
$ 32.1
Items impacting net income 6.3
7.6
Net income - Non-GAAP $ 45.4
$ 39.7

Diluted EPS – U.S. GAAP $ 1.14
$ 0.94
Diluted EPS impact of these items 0.19
0.22
Diluted EPS – Non-GAAP $ 1.33
$ 1.16

ANIXTER INTERNATIONAL INC.


U.S. GAAP to Non-GAAP Net Income and EPS Reconciliation:
(In millions, except per share amounts)	Three Months Ended
	April 3, 2020		March 29, 2019
Reconciliation to most directly comparable U.S. GAAP financial measure:
Net income - U.S. GAAP	$	35.7	$	39.1
Items impacting net income	8.7		6.3
Net income - Non-GAAP	$	44.4	$	45.4

Diluted EPS – U.S. GAAP	$	1.03	$	1.14
Diluted EPS impact of these items	0.25		0.19
Diluted EPS – Non-GAAP	$	1.28	$	1.33

ANIXTER INTERNATIONAL INC.

Net Sales

Sales Growth Trends
Three Months Ended March 29, 2019 Three Months Ended March 30, 2018
(In millions) As Reported Foreign Exchange Impact Copper Impact As Adjusted As Reported Acquisitions Impact Adjusted for Acquisitions Growth/(Decline)

Actual Organic
Network & Security Solutions (NSS)
North America $ 824.8
$ 5.5
$ —
$ 830.3
$ 768.5
$ —
$ 768.5
7.3 % 8.0 %
EMEA 93.6
6.2
—
99.8
98.3
1.1
99.4
(4.8 )% 0.4 %
Emerging Markets 194.1
7.0
—
201.1
128.0
25.9
153.9
51.7 % 30.7 %
NSS $ 1,112.5
$ 18.7
$ —
$ 1,131.2
$ 994.8
$ 27.0
$ 1,021.8
11.8 % 10.7 %

Electrical & Electronic Solutions (EES)
North America $ 443.0
$ 4.0
$ 5.1
$ 452.1
$ 442.9
$ —
$ 442.9
— % 2.1 %
EMEA 58.9
4.1
0.5
63.5
70.3
—
70.3
(16.1 )% (9.6 )%
Emerging Markets 64.1
1.0
0.6
65.7
55.2
—
55.2
16.1 % 19.0 %
EES $ 566.0
$ 9.1
$ 6.2
$ 581.3
$ 568.4
$ —
$ 568.4
(0.4 )% 2.3 %

Utility Power Solutions (UPS)
North America $ 430.0
$ 2.5
$ 0.2
$ 432.7
$ 401.0
$ —
$ 401.0
7.2 % 7.9 %
UPS $ 430.0
$ 2.5
$ 0.2
$ 432.7
$ 401.0
$ —
$ 401.0
7.2 % 7.9 %

Total $ 2,108.5
$ 30.3
$ 6.4
$ 2,145.2
$ 1,964.2
$ 27.0
$ 1,991.2
7.3 % 7.7 %

Geographic Sales
North America $ 1,697.8
$ 12.0
$ 5.3
$ 1,715.1
$ 1,612.4
$ —
$ 1,612.4
5.3 % 6.4 %
EMEA 152.5
10.3
0.5
163.3
168.6
1.1
169.7
(9.5 )% (3.8 )%
Emerging Markets 258.2
8.0
0.6
266.8
183.2
25.9
209.1
41.0 % 27.6 %
Total $ 2,108.5
$ 30.3
$ 6.4
$ 2,145.2
$ 1,964.2
$ 27.0
$ 1,991.2
7.3 % 7.7 %


Sales Growth Trends
	Three Months Ended April 3, 2020														Three Months Ended March 29, 2019		Growth/(Decline)
(In millions)	As Reported		Foreign Exchange Impact		Copper Impact		As Adjusted		As Reported						Adjusted 2019 for Billing Days		Adjusted Daily Sales
																			Actual	Organic
Network & Security Solutions (NSS)
North America	$	805.2	$	0.3	$	—	$	805.5	$	824.8	(2.4)	%	(2.3)	%	$	837.7	(3.8)	%
EMEA	85.5		1.4		—		86.9		93.6		(8.7)	%	(7.2)	%	95.1		(8.6)	%
Emerging Markets	189.9		4.8		—		194.7		194.1		(2.2)	%	0.3	%	197.1		(1.3)	%
NSS	$	1,080.6	$	6.5	$	—	$	1,087.1	$	1,112.5	(2.9)	%	(2.3)	%	$	1,129.9	(3.8)	%

Electrical & Electronic Solutions (EES)
North America	$	432.0	$	0.2	$	1.3	$	433.5	$	443.0	(2.5)	%	(2.1)	%	$	449.9	(3.7)	%
EMEA	62.7		0.6		0.5		63.8		58.9		6.4	%	8.3	%	59.8		6.6	%
Emerging Markets	47.5		0.6		0.6		48.7		64.1		(25.9)	%	(24.0)	%	65.1		(25.2)	%
EES	$	542.2	$	1.4	$	2.4	$	546.0	$	566.0	(4.2)	%	(3.5)	%	$	574.8	(5.0)	%

Utility Power Solutions (UPS)
North America	$	448.9	$	0.2	$	(0.2)	$	448.9	$	430.0	4.4	%	4.4	%	$	436.7	2.8	%
UPS	$	448.9	$	0.2	$	(0.2)	$	448.9	$	430.0	4.4	%	4.4	%	$	436.7	2.8	%

Total	$	2,071.7	$	8.1	$	2.2	$	2,082.0	$	2,108.5	(1.7)	%	(1.3)	%	$	2,141.4	(2.8)	%

Geographic Sales
North America	$	1,686.1	$	0.7	$	1.1	$	1,687.9	$	1,697.8	(0.7)	%	(0.6)	%	$	1,724.3	(2.1)	%
EMEA	148.2		2.0		0.5		150.7		152.5		(2.8)	%	(1.2)	%	154.9		(2.7)	%
Emerging Markets	237.4		5.4		0.6		243.4		258.2		(8.1)	%	(5.8)	%	262.2		(7.2)	%
Total	$	2,071.7	$	8.1	$	2.2	$	2,082.0	$	2,108.5	(1.7)	%	(1.3)	%	$	2,141.4	(2.8)	%

Note: There were 65 billing days in the first quarter of 2020 compared to 64 billing days in the first quarter of 2019.

NSS – Sales of ~~$1,112.5~~$1,080.6 million ~~increased 11.8%~~decreased 2.9% from ~~$994.8~~$1,112.5 million in the prior year period. ~~NSS organic sales increased 10.7%, adjusting~~The decrease reflects a decline in the network infrastructure portion of the business and in all geographies. Adjusting for the unfavorable impact from foreign exchange, ~~and favorable impact from acquisitions, reflecting growth in both the network infrastructure and security portions of the business and in all geographies.~~NSS organic sales decreased 2.3%, a 3.8% decrease on a per day basis. NSS security sales in the three months ended ~~March 29, 2019~~April 3, 2020 of ~~$476.0~~$499.0 million, which represents ~~42.8%~~46.2% of total segment sales, increased ~~15.3%~~3.0% from the prior year period. Adjusted for the ~~$24.2~~$0.2 million favorable ~~impact from acquisitions and $10.2 million unfavorable~~ currency impact, organic security sales growth was ~~11.3%~~2.9% compared to the three months ended March ~~30, 2018.~~29, 2019.

EES – Sales of ~~$566.0~~$542.2 million decreased ~~0.4%~~4.2% from ~~$568.4~~$566.0 million in the prior year ~~weakened~~period, with a decline in the commercial and industrial business partially offset by growth in the original equipment manufacturer ("OEM") portion of the business. Adjusting for the unfavorable impacts from ~~copper~~foreign exchange and ~~foreign exchange.~~copper, EES organic sales ~~increased~~decreased by ~~2.3%~~3.5%, a 5.0% decrease on a per day basis ~~with growth driven by ongoing strength in industrial business.~~.

UPS – Sales of ~~$430.0~~$448.9 million increased ~~7.2%~~4.4% from ~~$401.0~~$430.0 million in the prior year period, ~~reflecting broad-based~~with growth ~~with both~~driven by investor-owned utility customers. Adjusting for the unfavorable impact from foreign exchange and ~~public power customers.~~favorable impact from copper, UPS organic sales increased ~~7.9%~~4.4%, ~~adjusting for the unfavorable impacts from foreign exchange and copper.~~a 2.8% increase on a per day basis.

Gross Margin

Gross margin of ~~19.9% in first quarter of 2019 compares to 19.6%~~20.1% in the first quarter of ~~2018.~~2020 compares to 19.9% in the first quarter of 2019. The higher gross margin in 2020 was primarily driven by margin initiatives implemented across the business.

ANIXTER INTERNATIONAL INC.

Operating Expenses

Operating expenses were ~~$344.3~~$345.0 million and ~~$323.2~~$344.3 million in the first quarter of 2020 and 2019, respectively. The first quarter of 2020 includes $8.6 million of intangible asset amortization and ~~2018, respectively.~~$2.9 million of merger costs. The merger costs relate to expenses associated with the merger agreement entered into on January 10, 2020. The first quarter of 2019 includes $8.8 million of intangible asset amortization and a reversal of acquisition and integration costs of $0.3 million. The first quarter of 2018 includes $9.3 million of intangible asset amortization, $0.3 million of acquisition and integration costs and $0.2 million of U.K. facility relocation costs. The U.K. facility relocation costs relate to expenses we incurred to move our largest warehouse in EMEA. We were forced to move this location due to a government-backed rail line that will run through our legacy facility. Excluding these items from their related periods, adjusted operating expenses in ~~the first quarter of 2019 increased 7.1%~~2020 decreased 0.7% to ~~$335.8~~$333.5 million, or ~~15.9%~~16.1% of sales, which compares to prior year adjusted operating expense of ~~$313.4~~$335.8 million, or ~~16.0%~~15.9% of sales. Further adjusting operating expenses for a favorable ~~$5.2~~$1.4 million impact of foreign currency in the first quarter of ~~2019,~~2020, adjusted operating expenses would have ~~increased~~decreased by ~~8.8%~~0.3%.

Operating Income


	Three Months Ended
(In millions)	NSS			EES			UPS			Corporate			Total
Operating income (loss), 2020	$	63.2		$	28.7		$	22.0		$	(42.5)		$	71.4
Operating income (loss), 2019	70.9			29.1			18.5			(43.9)			74.6
$ Change	$	(7.7)		$	(0.4)		$	3.5		$	1.4		$	(3.2)
% Change	(10.8)		%	(1.5)		%	18.8		%	3.2		%	(4.3)		%

Items impacting operating income in 2020	$	3.9		$	1.4		$	3.3		$	2.9		$	11.5
Adjusted operating income, 2020 (Non-GAAP)	$	67.1		$	30.1		$	25.3		$	(39.6)		$	82.9

Items impacting operating income in 2019	$	4.1		$	1.4		$	3.2		$	(0.2)		$	8.5
Adjusted operating income, 2019 (Non-GAAP)	$	75.0		$	30.5		$	21.7		$	(44.1)		$	83.1

Adjusted % Change (Non-GAAP)	(10.5)		%	(1.3)		%	16.6		%	10.2		%	(0.2)		%

Plus the % impact of:
Foreign exchange	1.1		%	0.5		%	0.1		%	(0.1)		%	1.2		%
Copper pricing	—		%	2.3		%	(0.1)		%	—		%	0.9		%
Organic (Non-GAAP)	(9.7)		%	1.3		%	18.8		%	3.1		%	(2.2)		%

Three Months Ended
(In millions) NSS EES UPS Corporate Total
Operating income, 2019 $ 70.9
$ 29.1
$ 18.5
$ (43.9 ) $ 74.6
Operating income, 2018 53.5
31.4
16.4
(39.7 ) 61.6
$ Change $ 17.4
$ (2.3 ) $ 2.1
$ (4.2 ) $ 13.0
% Change 32.5 % (7.2 )% 13.4 % (10.7 )% 21.1 %

Items impacting operating income in 2019 $ 4.1
$ 1.4
$ 3.2
$ (0.2 ) $ 8.5
Adjusted operating income, 2019 (Non-GAAP) $ 75.0
$ 30.5
$ 21.7
$ (44.1 ) $ 83.1

Items impacting operating income in 2018 $ 3.8
$ 2.4
$ 3.3
$ 0.3
$ 9.8
Adjusted operating income, 2018 (Non-GAAP) $ 57.3
$ 33.8
$ 19.7
$ (39.4 ) $ 71.4

Adjusted % Change (Non-GAAP) 30.9 % (9.8 )% 10.2 % (11.9 )% 16.4 %

Plus the % impact of:
Foreign exchange 2.9 % 1.1 % 1.3 % (0.7 )% 3.0 %
Copper pricing — % 4.2 % 0.1 % — % 2.2 %
Organic (Non-GAAP) 35.4 % (1.9 )% 14.8 % (11.4 )% 26.3 %

NSS – Operating income was $63.2 million, or 5.8% of sales, in the first quarter of 2020, compared to $70.9 million, or 6.4% of sales, in the first quarter of ~~2019, compared to $53.5~~2019. The decrease in operating income in 2020 was driven by a decline in sales. NSS delivered adjusted operating income of $67.1 million ~~or 5.4% of sales,~~ in the first quarter of ~~2018. The increase~~2020 resulting in adjusted operating ~~income in 2019 was due to sales growth in both the network infrastructure and security portions~~margin of ~~the business and gross margin improvement.~~6.2%. NSS delivered adjusted operating income of $75.0 million in the first quarter of 2019 resulting in adjusted operating margin of 6.7%. ~~NSS delivered adjusted operating income of $57.3 million in the first quarter of 2018 resulting in adjusted operating margin of 5.8%.~~

EES – Operating income was $28.7 million, or 5.3% of sales, in the first quarter of 2020, compared to $29.1 million, or 5.1% of sales, in the first quarter of ~~2019, compared to $31.4 million, or 5.5% of sales, in the first quarter of 2018.~~2019. The decrease in operating income in ~~2019~~2020 was driven by ~~lower volumes~~a decline in sales and ~~the unfavorable impacts of lower copper prices,~~ partially offset by gross margin improvement. EES delivered adjusted operating income of $30.1 million in the first quarter of 2020 resulting in adjusted operating margin of 5.5%. EES delivered adjusted operating income of $30.5 million in the first quarter of 2019 resulting in adjusted operating margin of 5.4%. ~~EES delivered adjusted operating income of $33.8 million in the first quarter of 2018 resulting in adjusted operating margin of 5.9%.~~

UPS – Operating income was ~~$18.5~~$22.0 million, or ~~4.3%~~4.9% of sales, in the first quarter of ~~2019,~~2020, compared to ~~$16.4~~$18.5 million, or ~~4.1%~~4.3%, in the first quarter of ~~2018.~~2019. The increase in operating income in 2019 was driven by sales growth and ~~expense discipline.~~gross margin improvement. UPS delivered adjusted operating income of $25.3 million in the first quarter of 2020 resulting in adjusted operating margin of 5.6%. UPS delivered adjusted operating income of $21.7 million in ~~the first quarter of~~ 2019 resulting in adjusted operating margin of 5.1%. ~~UPS delivered adjusted operating income of $19.7~~

Interest Expense

Interest expense was $16.8 million and $20.4 million in the first quarter of ~~2018 resulting~~2020 and 2019, respectively. The decrease in ~~adjusted operating margin~~interest expense was driven by lower borrowings under the revolving lines of ~~4.9%.~~credit.

ANIXTER INTERNATIONAL INC.

Other, Net

~~Interest Expense and~~ Other,

~~Interest~~ net expense ~~was $20.4 million and $18.2~~of $6.6 million in the first quarter of ~~2019 and 2018, respectively. The increase in interest expense for the first quarter of 2019 was driven by higher borrowings under the revolving lines of credit due~~2020 compares to ~~the acquisitions in the second quarter of 2018 and to support volume-driven higher working capital requirements.~~

~~Other, net~~ income of $1.8 million in the first quarter of ~~2019 compares~~2019. The increase in expense was due to ~~$2.3 million in~~higher losses on foreign exchange and the ~~first quarter~~cash surrender value of ~~2018.~~life insurance policies.

Income Taxes

Our effective tax rate for the first quarter of ~~2019~~2020 was ~~30.3%~~25.7% compared to ~~29.7%~~30.3% in the prior year period. The ~~increase~~decrease in the effective tax rate was due ~~primarily~~ to ~~the~~a change in the country mix of ~~earnings.~~earnings and associated tax benefits from our continued movement to a U.S.-center-led business model, with the major impact coming from a lower U.S. tax rate on foreign derived income and the ability to utilize foreign tax credits.

EBITDA and Adjusted EBITDA


2020 EBITDA and Adjusted EBITDA by Segment:
	Three Months Ended April 3, 2020
(In millions)	NSS		EES		UPS		Corporate		Total
Net income (loss)	$	63.2	$	28.7	$	22.0	$	(78.2)	$	35.7
Interest expense	—		—		—		16.8		16.8
Income taxes	—		—		—		12.3		12.3
Depreciation	2.5		1.6		1.1		3.3		8.5
Amortization of intangible assets	3.9		1.4		3.3		—		8.6
EBITDA	$	69.6	$	31.7	$	26.4	$	(45.8)	$	81.9

Total of items impacting operating income ^(a)	$	—	$	—	$	—	$	2.9	$	2.9
Foreign exchange and other non-operating expense	—		—		—		6.6		6.6
Stock-based compensation	0.8		0.4		0.2		3.2		4.6
Adjusted EBITDA	$	70.4	$	32.1	$	26.6	$	(33.1)	$	96.0

^(a) Items impacting operating income excludes amortization of intangible assets in the calculation of adjusted EBITDA as amortization is already added back in the EBITDA calculation.

2019 EBITDA and Adjusted EBITDA by Segment:
Three Months Ended March 29, 2019
(In millions) NSS EES UPS Corporate Total
Net income (loss) $ 70.9
$ 29.1
$ 18.5
$ (79.4 ) $ 39.1
Interest expense —
—
—
20.4
20.4
Income taxes —
—
—
16.9
16.9
Depreciation 2.4
1.8
0.9
4.2
9.3
Amortization of intangible assets 4.1
1.4
3.3
—
8.8
EBITDA $ 77.4
$ 32.3
$ 22.7
$ (37.9 ) $ 94.5

Total of items impacting operating income ^(a)
$ —
$ —
$ (0.1 ) $ (0.2 ) $ (0.3 )
Foreign exchange and other non-operating (income) —
—
—
(1.8 ) (1.8 )
Stock-based compensation 0.6
0.3
0.1
3.1
4.1
Adjusted EBITDA $ 78.0
$ 32.6
$ 22.7
$ (36.8 ) $ 96.5


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

2018 EBITDA and Adjusted EBITDA by Segment:
Three Months Ended March 30, 2018
(In millions) NSS EES UPS Corporate Total
Net income (loss) $ 53.5
$ 31.4
$ 16.4
$ (69.2 ) $ 32.1
Interest expense —
—
—
18.2
18.2
Income taxes —
—
—
13.6
13.6
Depreciation 0.8
0.5
0.9
5.2
7.4
Amortization of intangible assets 3.8
2.2
3.3
—
9.3
EBITDA $ 58.1
$ 34.1
$ 20.6
$ (32.2 ) $ 80.6

Total of items impacting operating income ^(a)
$ —
$ 0.2
$ —
$ 0.3
$ 0.5
Foreign exchange and other non-operating (income) —
—
—
(2.3 ) (2.3 )
Stock-based compensation 0.4
0.4
0.3
3.5
4.6
Adjusted EBITDA $ 58.5
$ 34.7
$ 20.9
$ (30.7 ) $ 83.4


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

ANIXTER INTERNATIONAL INC.


2019 EBITDA and Adjusted EBITDA by Segment:
	Three Months Ended March 29, 2019
(In millions)	NSS		EES		UPS		Corporate		Total
Net income (loss)	$	70.9	$	29.1	$	18.5	$	(79.4)	$	39.1
Interest expense	—		—		—		20.4		20.4
Income taxes	—		—		—		16.9		16.9
Depreciation	2.4		1.8		0.9		4.2		9.3
Amortization of intangible assets	4.1		1.4		3.3		—		8.8
EBITDA	$	77.4	$	32.3	$	22.7	$	(37.9)	$	94.5

Total of items impacting operating income ^(a)	$	—	$	—	$	(0.1)	$	(0.2)	$	(0.3)
Foreign exchange and other non-operating (income)	—		—		—		(1.8)		(1.8)
Stock-based compensation	0.6		0.3		0.1		3.1		4.1
Adjusted EBITDA	$	78.0	$	32.6	$	22.7	$	(36.8)	$	96.5

^(a) Items impacting operating income excludes amortization of intangible assets in the calculation of adjusted EBITDA as amortization is already added back in the EBITDA calculation.

NSS – NSS adjusted EBITDA of $70.4 million in the first quarter of 2020 compares to $78.0 million in the first quarter of ~~2019 compares to $58.5 million in the first quarter of 2018.~~2019. The ~~increase~~decrease in adjusted EBITDA was driven by ~~gross margin improvement and the favorable impact from acquisitions.~~a decline in sales.

EES – EES adjusted EBITDA of $32.1 million in the first quarter of 2020 compares to $32.6 million in the first quarter of ~~2019 compares to $34.7 million in the first quarter of 2018.~~2019. The decrease in adjusted EBITDA was driven by ~~lower volumes,~~a decline in sales and partially offset by gross margin improvement.

UPS – UPS adjusted EBITDA of $26.6 million in the first quarter of 2020 compares to $22.7 million in the first quarter of ~~2019 compares to $20.9 million in the first quarter of 2018.~~2019. The increase in adjusted EBITDA was driven by sales growth and ~~expense discipline.~~gross margin improvement.

ANIXTER INTERNATIONAL INC.

Financial Liquidity and Capital Resources

Cash Flow

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

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

Net cash used in operations was ~~$114.2~~$50.9 million in the three months ended ~~March 29, 2019~~April 3, 2020 compared to ~~$71.2~~$114.2 million of ~~net~~ cash used in operations in the prior year period. The ~~increase is primarily due to higher investment~~decrease reflects an improvement in working capital ~~to support growth in the business.~~efficiencies.

Net cash used in investing activities was ~~$5.9~~$6.9 million and ~~$6.8~~$5.9 million in the three months ended April 3, 2020 and March 29, 2019, ~~and March 30, 2018,~~ respectively, and ~~primarily~~ related to capital expenditures. ~~Capital expenditures are expected to be approximately~~ ~~$55 - $60 million~~ ~~in 2019 as we continue to invest in warehouse equipment, information system upgrades, integration of acquired businesses and new software to support our infrastructure.~~

Net cash provided by financing activities was $254.5 million and $114.9 million in the three months ended April 3, 2020 and March 29, 2019, ~~compared to net cash provided by financing activities of $39.1 million in~~respectively. During the three months ended ~~March 30, 2018.~~April 3, 2020, we had net borrowings on our long-term debt of $255.1 million. During the three months ended March 29, 2019, ~~and March 30, 2018,~~ we had net borrowings on our long-term debt of $114.1 ~~million and $38.3 million, respectively.~~million.

Liquidity and Capital Resources

At ~~March 29, 2019,~~April 3, 2020, our primary liquidity source was the U.S. accounts receivable asset based revolving credit facility in an aggregate committed amount of $600.0 million ("Receivables Facility") and the U.S. inventory asset based revolving credit facility in an aggregate committed amount of $150.0 million ("Inventory Facility"). At ~~March 29, 2019,~~April 3, 2020, there was ~~$340.0~~$310.0 million of borrowings under the Receivables Facility, and there were no borrowings under the Inventory Facility.

Our debt-to-capital ratio increased from ~~44.4%~~36.3% at ~~December 28, 2018~~January 3, 2020 to ~~45.8%~~41.8% at ~~March 29, 2019, within~~April 3, 2020, below our targeted range of 45-50%.

We are in compliance with all of our covenants and believe that there is adequate margin between the covenant ratios and the actual ratios given the current trends of the business. We believe that our cash on hand and current borrowing availability provide sufficient resources and liquidity to fund necessary capital expenditures and operating cash requirements for the foreseeable future. However, the impact of COVID-19 on the economy and our business is constantly evolving and we will continue to assess our liquidity needs and financial position in light of future developments.

Critical Accounting Policies and Estimates

There were no material changes in our critical accounting policies since the filing of our ~~2018~~2019 Form 10-K. For further information about recently issued accounting pronouncements, see Note 1. "Summary of Significant Accounting Policies" in the Notes to the Condensed Consolidated Financial Statements. As discussed in the ~~2018~~2019 Form 10-K, the preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates.

ANIXTER INTERNATIONAL INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There were no material changes to market risks and related disclosures in Item 7A. of Part II in the Company's Annual Report on Form 10-K for the year ended ~~December 28, 2018,~~January 3, 2020, as filed with the Securities and Exchange Commission on February ~~21, 2019.~~20, 2020.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of Anixter's management, including its principal executive officer and principal financial officer, an evaluation was conducted as of ~~March 29, 2019~~April 3, 2020 of the effectiveness of the design and operation of disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of ~~March 29, 2019.~~April 3, 2020. There was no change in internal control over financial reporting that occurred during the three months ended ~~March 29, 2019~~April 3, 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ANIXTER INTERNATIONAL INC.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Information regarding legal proceedings is contained in Note 5.3. "Legal Contingencies" in the notes to the Condensed Consolidated Financial Statements contained in this report and is incorporated ~~herein~~ by reference.

ITEM 1A. RISK FACTORS.

~~There were no material changes to~~The disclosure below modifies the risk factors previously disclosed in Item 1A of Part 1 in the Company's Annual Report on Form 10-K for the year ended ~~December 28, 2018,~~January 3, 2020, as filed with the Securities and Exchange Commission on February ~~21, 2019.~~20, 2020. The following factor, along with the previously disclosed, could materially adversely affect our operating results and financial condition.

Our business, results of operations and financial condition have been and may in the future be adversely impacted by the COVID-19 pandemic.

The outbreak of COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has created significant volatility, uncertainty and disruption in the U.S. and global economies. The COVID-19 pandemic has resulted and willresult in lost or delayed revenue to us and could have a material adverse effect on our business, results of operations and financial condition. In response to recommendations by public health organizations, federal, state, local and foreign governments have adopted various measures in an effort to slow and limit the spread of the COVID-19 virus, including shelter in place and social distancing orders. These and other measures have and may continue to have an adverse impact on our business, as well as those of our suppliers, customers and other business partners, which could disrupt our supply chain or reduce the demand for our products and services.

The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on various factors which continue to evolve and cannot be predicted, including: the scope, duration and severity of the pandemic; the effectiveness of stimulus measures and other actions implemented by federal, state, local or foreign governments; the ability of our suppliers to manufacture or obtain the products we sell or to meet delivery requirements and commitments; disruptions to ourglobal supply chain; the effect on our customers’ demand for our services and products; limitations on our ability to sell and provide our services and products, due to the inability of our employees to perform their job due to illness caused by the pandemic or governmental stay at home orders or travel restrictions; reduced availability of ground or air transportation; and the ability of our customers to conduct their business or to pay for our services andproducts in a timely manner. The long-term financial and economic impacts of the COVID-19 pandemic may continue for a significant period of time, and cannot be reliably quantified or estimated at this time due to the uncertainty of future developments.

ITEM 6. ~~EXHIBITS.~~EXHIBITS

~~(10)~~Exhibit No.

~~Material Contracts~~Description of Exhibit

~~10.1~~

~~Anixter International Inc. 2019 Performance Unit Grant Agreement~~

~~10.2~~

~~Anixter International Inc. 2019 Restricted Stock Unit Grant Agreement~~

(31)

Rule 13a — 14(a) /15d — 14(a) Certifications.

~~31.1~~

31.1

William A. Galvin, President and Chief Executive Officer, Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31.2~~

31.2

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

~~(32)~~

(32) Section 1350 Certifications.

~~32.1~~

32.1

William A. Galvin, President and Chief Executive Officer, Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~

32.2

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

ANIXTER INTERNATIONAL INC.

Exhibit No.

Description of Exhibit

(101) Extensible Business Reporting Language.

101.INS**

Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the ~~inline~~Inline XBRL document.

101.SCH**

Inline XBRL Taxonomy Extension Schema Document

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

** Attached as Exhibit 101 to this report are the following documents formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended April 3, 2020 and March 29, 2019, ~~and March 30, 2018,~~ (ii) the Condensed Consolidated Balance Sheets at ~~March 29, 2019~~April 3, 2020 and ~~December 28, 2018,~~January 3, 2020, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended April 3, 2020 and March 29, 2019, ~~and March 30, 2018,~~ (iv) the Condensed Consolidated Statements of Stockholders’ Equity for the three months ended April 3, 2020 and March 29, 2019, ~~and March 30, 2018,~~ and (v) Notes to the Condensed Consolidated Financial Statements for the three months ended ~~March 29, 2019.~~April 3, 2020.

ANIXTER INTERNATIONAL INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			ANIXTER INTERNATIONAL INC.

April 28, 2020			~~ANIXTER INTERNATIONAL INC.~~
By:
~~April 23, 2019~~	~~By:~~	/s/ William A. Galvin
				William A. Galvin
				President and Chief Executive Officer

April ~~23, 2019~~28, 2020			By:	/s/ Theodore A. Dosch
				Theodore A. Dosch
				Executive Vice President –- Finance and Chief Financial Officer


	(Unaudited)							(Unaudited)
	March 29, 2019			December 28, 2018				April 3, 2020		January 3, 2020
(In millions, except share and per share amounts)							(In millions, except share and per share amounts)
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	77.0		$	81.0		Cash and cash equivalents	$	282.0	$	79.6
Accounts receivable, net	1,593.7			1,600.0			Accounts receivable, net	1,533.0		1,540.3
Inventories	1,443.8			1,440.4			Inventories	1,365.2		1,354.7
Other current assets	43.6			50.6			Other current assets	52.3		63.3
Total current assets	3,158.1			3,172.0			Total current assets	3,232.5		3,037.9
Property and equipment, at cost	404.2			398.4			Property and equipment, at cost	436.5		432.3
Accumulated depreciation	(242.5		)	(235.1		)	Accumulated depreciation	(261.7)		(257.4)
Property and equipment, net	161.7			163.3			Property and equipment, net	174.8		174.9
Operating leases	234.2			—			Operating leases	263.5		273.3
Goodwill	834.9			832.0			Goodwill	810.0		828.7
Intangible assets, net	385.3			392.9			Intangible assets, net	342.9		361.2
Other assets	95.5			92.9			Other assets	126.8		132.9
Total assets	$	4,869.7		$	4,653.1		Total assets	$	4,950.5	$	4,808.9
LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Accounts payable	$	1,164.0		$	1,320.0		Accounts payable	$	1,104.8	$	1,100.3
Accrued expenses	278.9			309.0			Accrued expenses	253.0		330.3
Current operating lease obligations	58.7			—			Current operating lease obligations	63.1		62.9
Total current liabilities	1,501.6			1,629.0			Total current liabilities	1,420.9		1,493.5
Long-term debt	1,368.3			1,252.7			Long-term debt	1,316.8		1,059.7
Operating lease obligations	181.4			—			Operating lease obligations	209.2		219.1
Other liabilities	197.7			201.0			Other liabilities	170.3		175.7
Total liabilities	3,249.0			3,082.7			Total liabilities	3,117.2		2,948.0
Stockholders’ equity:							Stockholders’ equity:
Common stock - $1.00 par value, 100,000,000 shares authorized, 34,071,813 and 33,826,704 shares issued and outstanding at March 29, 2019 and December 28, 2018, respectively	34.1			33.9
Common stock - $1.00 par value, 100,000,000 shares authorized, 34,385,716 and 34,214,795 shares issued and outstanding at April 3, 2020 and January 3, 2020, respectively							Common stock - $1.00 par value, 100,000,000 shares authorized, 34,385,716 and 34,214,795 shares issued and outstanding at April 3, 2020 and January 3, 2020, respectively	34.4		34.2
Capital surplus	296.6			292.7			Capital surplus	311.1		310.2
Retained earnings	1,560.0			1,513.2			Retained earnings	1,819.5		1,783.8
Accumulated other comprehensive loss:							Accumulated other comprehensive loss:
Foreign currency translation	(161.7		)	(168.6		)	Foreign currency translation	(211.0)		(145.5)
Unrecognized pension liability, net	(108.3		)	(100.8		)	Unrecognized pension liability, net	(120.7)		(121.8)
Total accumulated other comprehensive loss	(270.0		)	(269.4		)	Total accumulated other comprehensive loss	(331.7)		(267.3)
Total stockholders’ equity	1,620.7			1,570.4			Total stockholders’ equity	1,833.3		1,860.9
Total liabilities and stockholders’ equity	$	4,869.7		$	4,653.1		Total liabilities and stockholders’ equity	$	4,950.5	$	4,808.9


(In millions)	April 3, 2020		January 3, 2020
Assets:
Current assets	$	3,228.8	$	3,035.3
Property and equipment, net	179.0		179.5
Operating leases	255.7		265.1
Goodwill	810.0		828.7
Intangible assets, net	342.9		361.2
Other assets	126.8		132.9
	$	4,943.2	$	4,802.7
Liabilities and Stockholder's Equity:
Current liabilities	$	1,418.1	$	1,492.8
Long-term debt	1,322.6		1,065.9
Operating lease obligations	205.6		213.0
Other liabilities	166.0		172.6
Stockholder’s equity	1,830.9		1,858.4
	$	4,943.2	$	4,802.7



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



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



	Three Months Ended
	March 29, 2019			March 30, 2018
(In millions, except per share amounts)
Net sales	$	2,108.5		$	1,964.2
Cost of goods sold	1,689.6			1,579.4
Gross profit	418.9			384.8
Operating expenses	344.3			323.2
Operating income	74.6			61.6
Other expense:
Interest expense	(20.4		)	(18.2		)
Other, net	1.8			2.3
Income before income taxes	56.0			45.7
Income tax expense	16.9			13.6
Net income	$	39.1		$	32.1
Income per share:
Basic	$	1.15		$	0.95
Diluted	$	1.14		$	0.94

Basic weighted-average common shares outstanding	33.9			33.7
Effect of dilutive securities:
Stock options and units	0.3			0.4
Diluted weighted-average common shares outstanding	34.2			34.1

Net income	$	39.1		$	32.1
Other comprehensive income (loss):
Foreign currency translation	6.9			(3.5		)
Changes in unrealized pension cost, net of tax	0.2			0.5
Other comprehensive income (loss)	7.1			(3.0		)
Comprehensive income	$	46.2		$	29.1



	Three Months Ended March 29, 2019
	Common Stock			Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Loss
	Shares	Amount		Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Loss			Total
(In millions)
Balance at December 28, 2018	33.9	$	33.9	$	292.7		$	1,513.2	$	(269.4	)	$	1,570.4
Net income	—	—		—			39.1		—			39.1
Other comprehensive income:
Foreign currency translation	—	—		—			—		6.9			6.9
Changes in unrealized pension cost, net of tax	—	—		—			—		0.2			0.2
Reclassification of tax effects ^(a)	—	—		—			7.7		(7.7		)	—
Stock-based compensation	—	—		4.1			—		—			4.1
Issuance of common stock and related taxes	0.2	0.2		(0.2		)	—		—			—
Balance at March 29, 2019	34.1	$	34.1	$	296.6		$	1,560.0	$	(270.0	)	$	1,620.7



	Three Months Ended March 30, 2018
	Common Stock			Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Loss
	Shares	Amount		Capital Surplus			Retained Earnings		Accumulated Other Comprehensive Loss			Total
(In millions)
Balance at December 29, 2017	33.7	$	33.7	$	278.7		$	1,356.9	$	(210.3	)	$	1,459.0
Net income	—	—		—			32.1		—			32.1
Other comprehensive (loss) income:
Foreign currency translation	—	—		—			—		(3.5		)	(3.5		)
Changes in unrealized pension cost, net of tax	—	—		—			—		0.5			0.5
Stock-based compensation	—	—		4.6			—		—			4.6
Issuance of common stock and related taxes	0.1	0.1		(0.9		)	—		—			(0.8		)
Balance at March 30, 2018	33.8	$	33.8	$	282.4		$	1,389.0	$	(213.3	)	$	1,491.9



	Restructuring Activity
	Q2 2018 Plan
(In millions)	Employee-Related Costs (a)			Facility Exit and Other Costs (b)		Total
Balance at December 28, 2018	$	6.7		$	0.2	$	6.9
Payments and other	(1.1		)	—		(1.1		)
Balance at March 29, 2019	$	5.6		$	0.2	$	5.8



(In millions)
2019 (excluding the three months ended March 29, 2019)	$	54.1
2020	60.0
2021	43.9
2022	38.2
2023	26.7
2024 and thereafter	68.5
Total lease payments	$	291.4
Less imputed interest	51.3
Present value of lease liabilities	$	240.1



First Quarter of 2018	NSS		EES		UPS		Corporate			Total
Net sales	$	994.8	$	568.4	$	401.0	$	—		$	1,964.2
Operating income (losses)	53.5		31.4		16.4		(39.7		)	61.6



(In millions)	NSS		EES		UPS		Total
Balance as of December 28, 2018	$	472.7	$	180.9	$	178.4	$	832.0
Acquisition related	0.2		—		—		0.2
Foreign currency translation	1.1		0.1		1.5		2.7
Balance as of March 29, 2019	$	474.0	$	181.0	$	179.9	$	834.9