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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2005

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

For the transition period from _________ to ___________

COMMISSION FILE NUMBER: 1-5989

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

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

2301 PATRIOT BLVD.
GLENVIEW, ILLINOIS 60026
(224) 521-8000
(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

Yes [X] No [ ]

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

[ ] Yes [X] No

At November 1, 2005, 38,267,180 shares of the registrant's Common Stock,
$1.00 par value, were outstanding.

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ANIXTER INTERNATIONAL INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

PAGE
----

Item 1. Financial Statements........................................... 1

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 14

Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 25

Item 4. Controls and Procedures........................................ 25

PART II. OTHER INFORMATION

Item 1. Legal Proceedings ............................................. *

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... *

Item 3. Defaults Upon Senior Securities................................ *

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

Item 5. Other Information.............................................. *

Item 6. Exhibits....................................................... 26

* No reportable information under this item.

This report may contain various "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The statements can be identified by
the use of forward-looking terminology such as "believe," "expects," "intends,"
"anticipates," "completes," "estimates," "plans," "projects," "should," "may" or
the negative thereof or other variations thereon or comparable terminology
indicating the Company's expectations or beliefs concerning future events. The
company cautions that such statements are qualified by important factors that
could cause actual results to differ materially from those in the
forward-looking statements, a number of which are identified in this report.
Other factors could also cause actual results to differ materially from expected
results included in these statements. These factors include changes in supplier
or customer relationships, technology changes, economic and currency risks, new
or changed competitors, risks associated with inventory, commodity price
fluctuations and risks associated with the integration of recently acquired
companies.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ANIXTER INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

13 WEEKS ENDED 39 WEEKS ENDED
-------------------------- --------------------------
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
(IN MILLIONS, EXCEPT SHARE AMOUNTS) 2005 2004 2005 2004
------------- ---------- ------------- ----------

NET SALES .......................................... $1,009.2 $849.6 $2,821.8 $2,426.9
Cost of operations:
Cost of goods sold .............................. 769.6 647.7 2,147.3 1,850.8
Operating expenses .............................. 189.9 165.4 537.5 475.6
Impairment charge ............................... -- 1.8 -- 1.8
Amortization of intangibles ..................... 0.8 0.8 2.3 2.1
-------- ------ -------- --------
Total costs and expenses ..................... 960.3 815.7 2,687.1 2,330.3
-------- ------ -------- --------
OPERATING INCOME ................................... 48.9 33.9 134.7 96.6
Other expense:
Interest expense ................................ (6.9) (3.3) (18.9) (9.3)
Extinguishment of debt .......................... -- -- (1.2) (0.7)
Other, net ...................................... (0.3) (2.5) (2.3) (8.0)
-------- ------ -------- --------
Income before income taxes and extraordinary gain .. 41.7 28.1 112.3 78.6
Income tax expense ................................. 16.6 10.9 42.4 30.6
-------- ------ -------- --------
Income before extraordinary gain ................... 25.1 17.2 69.9 48.0
Extraordinary gain, net of tax of $0.6 ............. -- -- -- 4.1
-------- ------ -------- --------
NET INCOME ......................................... $ 25.1 $ 17.2 $ 69.9 $ 52.1
======== ====== ======== ========
BASIC INCOME PER SHARE:
Income before extraordinary gain ................ $ 0.66 $ 0.46 $ 1.85 $ 1.30
Extraordinary gain .............................. $ -- $ -- $ -- $ 0.11
Net income ...................................... $ 0.66 $ 0.46 $ 1.85 $ 1.42
DILUTED INCOME PER SHARE:
Income before extraordinary gain ................ $ 0.62 $ 0.44 $ 1.74 $ 1.25
Extraordinary gain .............................. $ -- $ -- $ -- $ 0.11
Net income ...................................... $ 0.62 $ 0.44 $ 1.74 $ 1.36
DIVIDENDS DECLARED PER COMMON SHARE ................ $ 4.00 $ -- $ 4.00 $ 1.50

See accompanying notes to the condensed consolidated financial statements.

ANIXTER INTERNATIONAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, DECEMBER 31,
(IN MILLIONS, EXCEPT SHARE AMOUNTS) 2005 2004
------------- ------------
(UNAUDITED)

ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................. $ 106.7 $ 53.4
Accounts receivable (less allowances of $20.0 and $18.0
in 2005 and 2004, respectively) ........................ 768.7 620.4
Inventories ............................................... 694.0 580.1
Deferred income taxes ..................................... 11.3 16.3
Other current assets ...................................... 15.9 11.7
-------- --------
Total current assets ............................. 1,596.6 1,281.9
Property and equipment, at cost .............................. 202.7 183.8
Accumulated depreciation ..................................... (144.4) (141.2)
-------- --------
Net property and equipment ....................... 58.3 42.6
Goodwill ..................................................... 324.9 293.6
Other assets ................................................. 85.5 88.5
-------- --------
$2,065.3 $1,706.6
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable .......................................... $ 436.6 $ 323.2
Accrued expenses .......................................... 158.3 143.3
Dividends payable ......................................... 154.2 0.1
-------- --------
Total current liabilities ........................ 749.1 466.6
Long-term debt ............................................... 566.3 412.4
Other liabilities ............................................ 64.4 64.6
-------- --------
Total liabilities ................................ 1,379.8 943.6

STOCKHOLDERS' EQUITY
Common stock -- $1.00 par value, 100,000,000 shares
authorized, 38,215,299 and 37,375,676 shares
issued and outstanding in 2005 and 2004, respectively .. 38.2 37.4
Capital surplus ........................................... 73.3 50.7
Retained earnings ......................................... 574.0 660.1
Accumulated other comprehensive income (loss):
Foreign currency translation ........................... 0.9 16.6
Minimum pension liability .............................. (1.8) (1.8)
Unrealized gain on derivatives ......................... 0.9 --
-------- --------
Total accumulated other comprehensive income ........ -- 14.8
-------- --------
Total stockholders' equity ....................... 685.5 763.0
-------- --------
$2,065.3 $1,706.6
======== ========

See accompanying notes to the condensed consolidated financial statements.

ANIXTER INTERNATIONAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

39 WEEKS ENDED
--------------------------
SEPTEMBER 30, OCTOBER 1,
(IN MILLIONS) 2005 2004
------------- ----------

OPERATING ACTIVITIES
Net income ........................................................... $ 69.9 $ 52.1
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Loss on extinguishment of debt .................................... 1.2 0.7
Extraordinary gain ................................................ -- (4.1)
Impairment of intangible asset .................................... -- 1.8
Depreciation ...................................................... 13.4 12.2
Accretion of zero coupon convertible notes ........................ 6.0 6.9
Amortization of stock compensation ................................ 6.1 4.3
Amortization of intangible assets and deferred financing costs .... 2.8 2.5
Deferred income taxes ............................................. 9.3 0.1
Income tax benefit from employee stock plans ...................... 5.6 2.8
Changes in current assets and liabilities, net .................... (129.7) (63.9)
Other, net ........................................................ 5.7 (2.1)
------- -------
Net cash (used in) provided by operating activities ............ (9.7) 13.3

INVESTING ACTIVITIES
Capital expenditures .............................................. (11.2) (11.6)
Acquisition of business ........................................... (71.8) (33.3)
------- -------
Net cash used in investing activities .......................... (83.0) (44.9)

FINANCING ACTIVITIES
Repayment of long-term borrowings ................................. (387.4) (294.2)
Proceeds from long-term borrowings ................................ 392.1 301.5
Bond proceeds ..................................................... 199.6 --
Retirement of 7% zero coupon convertible notes .................... (69.9) --
Proceeds from issuance of common stock ............................ 12.0 16.3
Proceeds from interest rate hedges ................................ 1.8 --
Deferred financing costs .......................................... (2.1) (1.2)
Payment of cash dividend .......................................... (0.1) (55.1)
Other, net ........................................................ -- (0.2)
------- -------
Net cash provided by (used in) financing activities ............ 146.0 (32.9)
------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM OPERATIONS ........ 53.3 (64.5)
Cash and cash equivalents at beginning of period ..................... 53.4 101.4
------- -------
Cash and cash equivalents at end of period ........................... $ 106.7 $ 36.9
======= =======

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 accompanying condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements included in Anixter International Inc.'s ("the Company") Annual
Report on Form 10-K for the year ended December 31, 2004. The condensed
consolidated financial information furnished herein reflects all adjustments
(consisting of normal recurring accruals) which are, in the opinion of
management, necessary for a fair presentation of the condensed consolidated
financial statements for the periods shown. The results of operations of any
interim period are not necessarily indicative of the results that may be
expected for a full fiscal year. Certain amounts for the prior year have been
reclassified to conform to the 2005 presentation.

STOCK BASED COMPENSATION: Beginning in 2003, the Company granted employee
stock units in lieu of employee stock options. The fair value of the stock units
is amortized over the four-year vesting period from the date of grant. During
the 13 and 39 weeks ended September 30, 2005, total stock compensation of $2.1
million and $6.1 million was recognized as expense, respectively. During the 13
and 39 weeks ended October 1, 2004, total stock compensation was $1.5 million
and $4.3 million, respectively. Total expense for fiscal 2005 is expected to be
approximately $8.2 million as compared to $5.8 million in fiscal 2004.

Under the provisions of Statement of Financial Accounting Standard ("SFAS")
No. 123, Accounting for Stock-Based Compensation, and SFAS No. 148, Accounting
for Stock-Based Compensation-Transition and Disclosure, an amendment of SFAS No.
123, the Company has elected to continue to apply the intrinsic value method of
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees, and its related interpretations in accounting for its stock-based
compensation plans. In accordance with the APB Opinion No. 25, compensation cost
of stock options issued were measured as the excess, if any, of the quoted
market price of the company's stock at the date of the grant over the option
exercise price and is charged to operations over the vesting period. The Company
applied the disclosure-only provisions of SFAS No. 123. Accordingly, no
compensation expense has been recognized in the condensed consolidated
statements of operations for the stock option plans.

The Black-Scholes option-pricing model was developed for estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of the Company's stock options. Had compensation costs for the plans been
determined based on the fair value at the grant date using the Black-Scholes
option pricing model and amortized over the respective vesting period, the
Company's net income would have been reduced to the pro forma amounts indicated
below:

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

13 WEEKS ENDED 39 WEEKS ENDED
-------------------------- --------------------------
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
(IN MILLIONS, EXCEPT PER SHARE DATA) 2005 2004 2005 2004
------------- ---------- ------------- ----------

BASIC EARNINGS PER SHARE:
Net income as reported ............................ $25.1 $17.2 $69.9 $52.1
Add: APB Opinion No. 25 Stock-based employee
compensation included in net income, net ....... 1.3 0.8 3.7 2.5
Deduct: SFAS No. 123 Stock-based employee
compensation expense, net ...................... (2.0) (2.2) (6.0) (6.7)
----- ----- ----- -----
Pro forma net income .............................. $24.4 $15.8 $67.6 $47.9
===== ===== ===== =====

BASIC EARNINGS PER SHARE:
As reported .................................... $0.66 $0.46 $1.85 $1.42
Pro forma ...................................... $0.64 $0.43 $1.79 $1.30

DILUTED EARNINGS PER SHARE:
Net income as reported ......................... $25.1 $17.2 $69.9 $52.1
Add: APB Opinion No. 25 Stock-based employee
compensation included in net income, net .... 1.3 0.8 3.7 2.5
Add: Interest impact of assumed conversion of
convertible notes ........................... -- -- 0.8 --
Deduct: SFAS No. 123 Stock-based employee
compensation expense, net ................... (2.0) (2.2) (6.0) (6.7)
----- ----- ----- -----
Pro forma net income ........................... $24.4 $15.8 $68.4 $47.9
===== ===== ===== =====

DILUTED EARNINGS PER SHARE:
As reported .................................... $0.62 $0.44 $1.74 $1.36
Pro forma ...................................... $0.60 $0.40 $1.67 $1.26

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS: In September of 2004, the
Emerging Issues Tasks Force ("EITF") reached a final conclusion on EITF Issue
No. 04-08, The Effect of Contingently Convertible Debt on Diluted Earnings Per
Share ("EITF 04-08"), that contingently convertible debt instruments will be
subject to the if-converted method under SFAS No. 128, Earnings Per Share,
regardless of the contingent features included in the instrument. Under prior
practice, issuers of contingently convertible debt instruments exclude potential
common shares underlying the debt instruments from the calculation of diluted
earnings per share until the market price or other contingency is met. The
effective date for EITF 04-08 is for reporting periods ending after December 15,
2004. The effect of adopting EITF 04-08 required the Company to retroactively
restate earnings per share to reflect the impact of adoption based on the form
of the debt as of the year ended December 31, 2004. In December 2004, the
Company modified its Convertible Notes due 2033 whereby the conversion of the
Convertible Notes due 2033 will be settled in cash up to the accreted principal
amount of the convertible note. If the conversion value of the convertible note
exceeds the accreted principal amount of the convertible note at the time of
conversion, the amount in excess of the accreted value will be settled in stock.
The restatement of earnings per share increased earnings per share before
extraordinary gain from $0.41 to $0.44 and $1.23 to $1.25 in the 13 and 39 weeks
ended October 1, 2004, respectively. See Note 4 "Income Per Share" for further
information.

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

In December 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123 (Revised 2004), Share-Based Payment ("SFAS No. 123(R)"). The
accounting provisions of SFAS No. 123(R) were originally effective for interim
reporting periods beginning after June 15, 2005. On April 14, 2005, the
Securities and Exchange Commission ("SEC") postponed the effective date. SFAS
No. 123(R) will be effective for annual (rather than interim) reporting periods
beginning after June 15, 2005. The Company is required to adopt SFAS No. 123(R)
in the first quarter of fiscal 2006. The Company will be required to measure the
cost of all employee share-based payments to employees, including grants of
employee stock options, using a fair-value-based method. The pro forma
disclosures previously permitted under SFAS No. 123 no longer will be an
alternative to financial statement recognition. See "Stock based compensation"
above for the pro forma net income and net income per share amounts for the 13
and 39 weeks ended September 30, 2005 and October 1, 2004 as if the Company had
used a fair-value-based method similar to the methods required under SFAS No.
123(R) to measure compensation expense for employee stock incentive awards. The
adoption of SFAS No. 123(R) by the Company is expected to result in an
additional expense of approximately $0.8 million to be recognized in 2006. The
additional expense of $0.8 million does not include potential future stock
option grants under existing stock plans.

In December 2004, the FASB issued Staff Position No. 109-1 ("FAS 109-1"),
Application of SFAS No. 109, Accounting for Income Taxes, to the Tax Deduction
on Qualified Production Activities Provided by the American Jobs Creation Act of
2004. The American Jobs Creation Act of 2004 ("AJCA") introduces a special 9%
tax deduction on qualified production activities. FAS 109-1 clarifies that this
tax deduction should be accounted for as a special tax deduction in accordance
with SFAS No. 109. Pursuant to the AJCA and the guidance that has been
forthcoming to date, the Company will likely not be viewed as conducting
"qualified production activities" and, thus, not be able to claim this tax
benefit. Accordingly, the Company does not expect the adoption of these new tax
provisions to have a material impact on its consolidated financial position,
results of operations or cash flows.

In December 2004, the FASB issued Staff Position No. 109-2 ("FAS 109-2"),
Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004. The AJCA introduces a
limited time 85% dividends received deduction on the repatriation of certain
foreign earnings to a U.S. taxpayer (repatriation provision), provided certain
criteria are met. FAS 109-2 provides accounting and disclosure guidance for the
repatriation provision. Although FAS 109-2 was effective immediately, the
Company was not able to complete its evaluation of the repatriation provision
until after Congress or the Treasury Department provided additional clarifying
language on key elements of the provision. In January 2005, the Treasury
Department began to issue the first of a series of clarifying guidance documents
related to this provision. The Company expected to complete its evaluation of
the effects of the repatriation provision within the third quarter of 2005, and
has largely done so. While the range of possible amounts that may be available
for repatriation under this provision was previously estimated as between zero
and $217.7 million, it now seems most likely that a repatriation will not exceed
$75 million.

The Company estimates that the additional U.S. federal income tax, assuming
the repatriation is done at the currently estimated maximum amount of $75
million, will approximate $4.1 million. The Company estimates that the related
potential additional foreign withholding tax on a repatriation of $75 million
would be $3.5 million. During the fourth quarter of 2005, final determination of
the amounts, if any, which the Company may repatriate under the regulations,
will be determined after consideration of, among other things, the qualifying
investment requirements of the AJCA and foreign jurisdiction borrowing capacity.

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

NOTE 2. INCOME PER SHARE

The following table sets forth the computation of basic and diluted income per
share:

BASIC INCOME PER SHARE:
Income before extraordinary gain........................... $25.1 $17.2 $69.9 $48.0
Extraordinary gain, net.................................... -- -- -- 4.1
----- ----- ----- -----
Net income................................................. $25.1 $17.2 $69.9 $52.1
===== ===== ===== =====
Weighted-average common shares outstanding................. 38.1 37.1 37.8 36.7

Income per share before extraordinary gain................. $0.66 $0.46 $1.85 $1.30
Extraordinary gain per share............................... $ -- $ -- $ -- $0.11
Net income per share....................................... $0.66 $0.46 $1.85 $1.42

DILUTED INCOME PER SHARE:
Income before extraordinary gain........................... $25.1 $17.2 $69.9 $48.0
Net interest impact of assumed conversion of convertible
notes................................................... -- -- 0.8 --
----- ----- ----- -----
Adjusted income before extraordinary gain.................. 25.1 17.2 70.7 48.0
Extraordinary gain, net.................................... -- -- -- 4.1
----- ----- ----- -----
Net income................................................. $25.1 $17.2 $70.7 $52.1
===== ===== ===== =====
Weighted-average common shares outstanding................. 38.1 37.1 37.8 36.7
Effect of dilutive securities:
Stock options and units................................. 1.3 1.4 1.4 1.3
Convertible notes due 2033.............................. 1.2 0.7 1.0 0.2
Convertible notes due 2020.............................. -- -- 0.5 --
----- ----- ----- -----
Weighted-average common shares outstanding................. 40.6 39.2 40.7 38.2
===== ===== ===== =====
Income per share before extraordinary gain................. $0.62 $0.44 $1.74 $1.25
Extraordinary gain per share............................... $ -- $ -- $ -- $0.11
Net income per share....................................... $0.62 $0.44 $1.74 $1.36

As of September 30, 2005, the Convertible Notes due 2033 were convertible
into 13.5584 shares of the Company's common stock in any calendar quarter if:

- the sales price of our common stock reaches specified thresholds;

- during any period in which the credit rating assigned to the
Convertible Notes due 2033 is below a specified level;

- the Convertible Notes due 2033 are called for redemption; or

- specified corporate transactions have occurred.

The conversion rate of the Convertible Notes due 2033 was adjusted in October
2005 to reflect the special dividend (See Note 6, "Special Dividend"). Holders
of the Convertible Notes due 2033 may convert each note to 15.067 shares of the
Company's common stock to the extent the above conditions are met.

Upon conversion, the Company is required to deliver an amount of cash equal
to the accreted principal amount and a number of common stock shares with a
value equal to the amount, if any, by which the conversion value exceeds the
accreted principal amount at the time of the conversion. In accordance with the
provisions of EITF 04-08, effective for reporting periods ending after December
15, 2004, the Company retroactively restated earnings per share to reflect the
impact of adoption based on the form of the debt as of the year ended December
31, 2004. In December 2004, the Company modified its Convertible Notes due 2033
whereby the conversion of the Convertible Notes due 2033 will be

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

settled in cash up to the accreted principal amount of the convertible note. As
a result of the conversion value exceeding the accreted principal, 1.2 million
and 1.0 million additional shares related to the Convertible Notes due 2033 have
been included in the diluted weighted average common shares outstanding for the
13 and 39 weeks ended September 30, 2005, respectively. In the corresponding
periods in 2004, common stock shares of 0.7 million and 0.2 million,
attributable to the conversion value above the accreted principal amount of the
Convertible Notes, have been included in the diluted weighted average common
shares outstanding for the 13 and 39 weeks ended October 1, 2004, respectively.
Due to the restatement of diluted shares outstanding, which resulted in a lower
number of diluted shares, income per diluted share before extraordinary gain
increased from $0.41 to $0.44 and $1.23 to $1.25 in the 13 and 39 weeks ended
October 1, 2004, respectively.

In June 2005, the Company repurchased the remaining 7% zero coupon
convertible notes due 2020 ("Convertible Notes due 2020"). In the 39 weeks ended
September 30, 2005, the Company included in its calculation of diluted income
per share 0.5 million of common stock equivalents relating to the Convertible
Notes due 2020 and excluded $0.8 million of related net interest expense. In the
13 and 39 weeks ended October 1, 2004, the Company excluded from its calculation
of diluted income per share 1.5 million of common stock equivalents relating to
the Convertible Notes due 2020, as the effect was antidilutive. Because the
convertible notes were not included in the diluted shares outstanding, the
related $0.7 million and $2.1 million of net interest expense was not excluded
from the determination of income in the calculation of diluted income per share
for the 13 and 39 weeks ended October 1, 2004, respectively.

In the 13 weeks ended September 30, 2005 and October 1, 2004, the Company
issued 0.3 million and 0.2 million shares, respectively, in the respective
period due to stock option exercises, employee stock purchase plan and vesting
of stock units. In both the 39 weeks ended September 30, 2005 and October 1,
2004, the Company issued 0.8 million shares.

NOTE 3. IMPAIRMENT CHARGE

Following the September 2002 acquisition of the assets and operations of
Pentacon, Anixter acquired Walters Hexagon as well as the assets and operations
of DDI. All three of these businesses are engaged in the supply of "C" class
inventory components to original equipment manufacturers throughout the United
States and the United Kingdom along with a location in each of France and Italy.
As a part of bringing these businesses together to form an industry leading
supply chain solution that combines the individual strengths and expertise of
the acquired companies with the financial strength and global capabilities of
Anixter, a new brand name, Anixter Fasteners(SM) was introduced in the third
quarter of 2004 to reflect the combined capabilities. As a result of this new
brand name introduction, the Company recorded an asset impairment charge in its
North America business segment of $1.8 million in the third quarter of 2004 to
write-down to fair value the value assigned to the Pentacon name when that
business was acquired by Anixter, as the Pentacon brand name will no longer be
used in the industrial operations.

NOTE 4. EXTRAORDINARY GAIN

In December 2003, the Company received $4.7 million from an escrow account
established in connection with the 1983 bankruptcy of Itel Corporation, the
predecessor of the Company. As of January 2, 2004, the Company was unable to
determine the appropriate beneficiary of this receipt and was in the process of
an investigation to determine its proper disposition. As of January 2, 2004, the
Company had not recorded income associated with this receipt because of the
uncertainty of the beneficiary. During the first quarter of 2004, the Company
completed the investigation and concluded that the funds are the property of the
Company. Accordingly, in the first quarter of 2004, the Company recorded a $4.1
million extraordinary after-tax gain as a result of the receipt.

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

NOTE 5. COMPREHENSIVE INCOME

Comprehensive income, net of tax, consisted of the following:

13 WEEKS ENDED 39 WEEKS ENDED
-------------------------- --------------------------
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
(IN MILLIONS) 2005 2004 2005 2004
------------- ---------- ------------- ----------

Net income ................................... $25.1 $17.2 $ 69.9 $52.1
Change in cumulative translation adjustment .. 3.1 7.7 (15.7) 1.1
Change in fair market value of derivatives ... (0.7) (0.1) 0.9 0.1
----- ----- ------ -----
Comprehensive income ......................... $27.5 $24.8 $ 55.1 $53.3
===== ===== ====== =====

NOTE 6. SPECIAL DIVIDEND

On September 15, 2005, the Company's Board of Directors declared a special
dividend of $4.00 per common share, or approximately $156.0 million, as a return
of excess capital to shareholders. The special dividend is payable on October
31, 2005 to shareholders of record as of October 14, 2005.

In accordance with the provisions of the stock option plan, the exercise
price and number of options outstanding were adjusted to reflect the special
dividend. The average exercise price of outstanding options decreased from
$22.69 to $20.71, and the number of outstanding options increased from 3.2
million to 3.5 million. These changes resulted in no additional compensation
expense.

The conversion rate of the Convertible Notes due 2033 was adjusted in
October 2005 to reflect the special dividend. Holders of the Convertible Notes
due 2033 may convert each Note into 15.067 shares, compared to 13.5584 shares
before the adjustment, of the Company's common stock, for which the Company has
reserved 5.7 million shares of its authorized shares.

NOTE 7. INCOME TAXES

The effective tax rate is 39.8% and 37.8% for the 13 and 39 weeks ended
September 30, 2005, respectively, compared to 39.0% (excluding extraordinary
gain) for both the 13 weeks and 39 weeks ended October 1, 2004. The increase in
the effective tax rate for the 13 weeks ended September 30, 2005 is primarily
due to a change in the mix of foreign income and losses by country as compared
to country level net operating loss positions. The change in tax rate decreased
net income by $0.4 million, or $0.01 per diluted share, for the 13 weeks ended
September 30, 2005 compared to the corresponding period in 2004. The decrease in
the effective tax rate for the 39 weeks ended September 30, 2005 was primarily
due to a favorable tax ruling in Europe which increased income before
extraordinary gain and net income by $1.4 million, or $0.04 per diluted share,
compared to the corresponding period in 2004.

NOTE 8. DEBT

On June 28, 2005, the Company retired all of its remaining Convertible
Notes due 2020 for $69.9 million. As a result, in the 39 weeks ended September
30, 2005, the Company wrote-off the related unamortized issuance costs resulting
in an after-tax loss of $0.7 million, or $0.02 per diluted share.

On February 24, 2005, the Company's primary operating subsidiary, Anixter
Inc., issued $200.0 million of Senior Notes, which are fully and unconditionally
guaranteed by the Company. Interest of 5.95% on the Senior Notes is payable
semi-annually on March 1 and September 1 of each year, commencing September 1,
2005. Issuance costs related to the offering were approximately $2.1 million
offset by proceeds of $1.8 million, resulting from entering into an interest
rate hedge prior to the offering. Accordingly, net issuance costs of
approximately $0.3 million associated with the notes are being amortized through
February of 2015 using the straight-line method. The proceeds from the sale of
the Senior Notes were approximately $199.6 million, a portion of which was used
to redeem the Convertible Notes due 2020 and acquire the shares of Infast (See
Note 9 "Acquisition of Businesses"). The remaining proceeds from the Senior
Notes will be used for general corporate purposes, including potential
acquisitions. The Company's debt-to-total capitalization increased from 35.1% at
December 31, 2004 to 45.5% at September 30, 2005.

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

NOTE 9. ACQUISITION OF BUSINESSES

On July 8, 2005, the Company acquired Infast Group plc ("Infast"), a
UK-based distributor of fasteners and other "C" class inventory components to
original equipment manufacturers. Based on the offer price of 34 pence per
Infast share, the Company paid approximately $71.8 million for all of the
outstanding shares of Infast, including transaction related costs. As a result
of the acquisition, Anixter assumed the outstanding debt obligations of Infast
which, at July 8, 2005, totaled approximately $26 million. The purchase of the
shares was funded from on-hand cash balances derived from the February 2005
issuance of Senior Notes. Infast is a value-added distributor of fasteners and
related products specializing in inventory logistics management programs
directed at supporting the production lines of original equipment manufacturers
across a broad spectrum of industries. Headquartered in Gloucester, England,
Infast employs approximately 900 people located in thirty-one locations in the
United Kingdom and the United States. The Company believes Infast's business
model complements its strategy of building a global original equipment
manufacturer supply business. During the third quarter, Infast contributed sales
and operating income of $60.0 million and $1.0 million, respectively.

On a preliminary basis, the Company has estimated the fair value of the
tangible net assets acquired at $36.7 million. The Company expects to make
adjustments to this preliminary valuation once it completes its review of the
following major areas: accounts receivable and inventory reserves, fixed assets,
pension liabilities, facility consolidation and a lease obligation guarantee
(See Note 13 "Commitments and Contingencies"). Based on a preliminary third
party valuation, the customer relationships have been valued as stated below.
Intangible assets have been recorded as follows:

- $3.7 million of intangible assets with a finite life of 8.0 years
(customer relationships); and

- $31.4 million of goodwill.

On June 22, 2004, the Company purchased substantially all of the assets and
operations of Distribution Dynamics, Inc. ("DDI"). DDI was a privately held
value-added distributor of fasteners, hardware and related products specializing
in inventory logistics management programs directed at supporting the production
lines of original equipment manufacturers across a broad spectrum of industries.
Headquartered in Eden Prairie, Minnesota, DDI employed approximately 180
associates located in sixteen locations in the United States. The Company
believes DDI's business model complements its strategy of building a global
original equipment manufacturer supply business. Included in the results of the
Company for the 39 weeks ended September 30, 2005, are $37.4 million of sales
and $1.0 million of operating income related to the first half of 2005 which,
because DDI was acquired at the end of the second quarter of 2004, represents
the incremental benefit of the acquisition. The purchase was funded with on-hand
excess cash balances and cash available under the Company's revolving credit
facility. The Company purchased DDI for $32.9 million inclusive of legal and
advisory fees, acquiring tangible assets with a fair value of $18.3 million.

These acquisitions were accounted for as purchases and the results of
operations of Infast and DDI are included in the consolidated financial
statements from the date of acquisition. Had these acquisitions occurred at the
beginning of the year of acquisition, the impact on the Company's operating
results would not have been significant.

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

NOTE 10. SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC.

The parent company of Anixter Inc. guarantees, fully and unconditionally,
substantially all of the debt of its subsidiaries, which includes Anixter Inc.
The parent company has no independent assets or operations and all other
subsidiaries other than Anixter Inc. are minor. Certain debt agreements entered
into by Anixter Inc. contain various restrictions including restrictions on
payments to the Company. Such restrictions have not had nor are expected to have
an adverse impact on the Company's ability to meet its cash obligations. The
following summarizes the financial information for Anixter Inc.:

ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, DECEMBER 31,
(IN MILLIONS) 2005 2004
------------- ------------
(UNAUDITED)

ASSETS:
Current assets ........................ $1,557.6 $1,280.6
Property, net ......................... 58.1 42.2
Goodwill and other intangibles ........ 350.6 319.3
Other assets .......................... 77.0 77.7
-------- --------
$2,043.3 $1,719.8
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities ................... $ 585.4 $ 445.7
Subordinated notes payable to parent .. 34.6 205.3
Long-term debt ........................ 411.7 194.0
Other liabilities ..................... 83.9 86.2
Stockholders' equity .................. 927.7 788.6
-------- --------
$2,043.3 $1,719.8
======== ========

ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Net sales ................... $1,009.2 $ 849.6 $2,821.8 $2,426.9
Operating income ............ $ 50.1 $ 35.0 $ 138.3 $ 99.9
Income before income taxes .. $ 43.2 $ 28.5 $ 115.4 $ 79.9
Net income .................. $ 25.7 $ 17.3 $ 71.2 $ 48.7

ANIXTER INTERNATIONAL INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
(continued)

NOTE 11. PENSION PLANS

The Company has various defined benefit and defined contributory pension
plans. The defined benefit plans of the Company are the Anixter Inc. Pension
Plan, Executive Benefit Plan and Supplemental Executive Retirement Plan
(together the "Domestic Plans") and various pension plans covering employees of
foreign subsidiaries ("Foreign Plans"). The majority of the Company's pension
plans are non-contributory and cover substantially all full-time domestic
employees and certain employees in other countries. Retirement benefits are
provided based on compensation as defined in both the Domestic and Foreign
Plans. The Company's policy is to fund all plans as required by the Employee
Retirement Income Security Act of 1974 ("ERISA"), the Internal Revenue Service
and applicable foreign laws. Assets in the various plans consisted primarily of
equity securities and fixed income fund investments.

Components of net periodic pension cost is as follows:

13 WEEKS ENDED
------------------------------------------------------------------------------------
DOMESTIC FOREIGN TOTAL
-------------------------- -------------------------- --------------------------
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
2005 2004 2005 2004 2005 2004
------------- ---------- ------------- ---------- ------------- ----------
(IN MILLIONS)

Service cost .................... $ 1.2 $ 1.6 $ 1.2 $ 1.0 $ 2.4 $ 2.6
Interest cost ................... 1.5 1.9 1.3 1.0 2.8 2.9
Expected return on plan assets .. (1.9) (1.7) (1.1) (0.8) (3.0) (2.5)
Net amortization ................ 0.3 0.1 -- 0.1 0.3 0.2
----- ----- ----- ----- ----- -----
Net periodic cost ............... $ 1.1 $ 1.9 $ 1.4 $ 1.3 $ 2.5 $ 3.2
===== ===== ===== ===== ===== =====

39 WEEKS ENDED
------------------------------------------------------------------------------------
DOMESTIC FOREIGN TOTAL
-------------------------- -------------------------- --------------------------
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
2005 2004 2005 2004 2005 2004
------------- ---------- ------------- ---------- ------------- ----------
(IN MILLIONS)

Service cost .................... $ 4.2 $ 4.6 $ 3.7 $ 3.2 $ 7.9 $ 7.8
Interest cost ................... 5.5 5.5 3.8 2.9 9.3 8.4
Expected return on plan assets .. (5.5) (4.9) (3.3) (2.6) (8.8) (7.5)
Net amortization ................ 0.9 0.4 0.2 0.3 1.1 0.7
----- ----- ----- ----- ----- -----
Net periodic cost ............... $ 5.1 $ 5.6 $ 4.4 $ 3.8 $ 9.5 $ 9.4
===== ===== ===== ===== ===== =====

The Company estimates that it will make contributions in 2005 of
approximately $11.7 million to the Anixter Inc. Pension Plan and approximately
$4.0 million to its Foreign Plans.

NOTE 12. BUSINESS SEGMENTS

The Company is engaged in the distribution of communications and specialty
wire and cable products and "C" class inventory components from top suppliers to
contractors and installers, and also to end users including manufacturers,
natural resources companies, utilities and original equipment manufacturers. The
Company is organized by geographic regions, and accordingly, has identified
North America (United States and Canada), Europe and Emerging Markets (Asia
Pacific and Latin America) as reportable segments. The Company obtains and
coordinates financing, tax, information technology, legal and other related
services, certain of which are rebilled to subsidiaries. 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 FINANCIAL STATEMENTS
(continued)

The Company recorded an extraordinary gain of $4.1 million in the first
quarter of 2004 and an impairment charge of $1.8 million in the third quarter of
2004 in its North America segment. For more information, see Note 2 "Impairment
Charge" and Note 3 "Extraordinary Gain." The acquisition of Infast resulted in
an increase in goodwill and intangible assets of $31.4 million and $3.7 million,
respectively, in Europe during the third quarter of 2005. For more information,
see Note 9 "Acquisition of Businesses."

Segment information for the 13 and 39 weeks ended September 30, 2005 and
October 1, 2004 was as follows:

NET SALES:
United States ..... $ 646.1 $571.5 $1,829.4 $1,617.8
Canada ............ 101.4 84.7 272.8 238.0
-------- ------ -------- --------
North America .. 747.5 656.2 2,102.2 1,855.8
Europe ............ 193.8 136.2 526.8 408.9
Emerging Markets .. 67.9 57.2 192.8 162.2
-------- ------ -------- --------
$1,009.2 $849.6 $2,821.8 $2,426.9
======== ====== ======== ========
OPERATING INCOME:
United States ..... $ 36.3 $ 24.7 $ 94.1 $ 66.9
Canada ............ 6.3 4.9 18.4 13.7
-------- ------ -------- --------
North America .. 42.6 29.6 112.5 80.6
Europe ............ 3.9 2.6 15.5 11.3
Emerging Markets .. 2.4 1.7 6.7 4.7
-------- ------ -------- --------
$ 48.9 $ 33.9 $ 134.7 $ 96.6
======== ====== ======== ========

SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------

TOTAL ASSETS:
United States...... $1,297.0 $1,163.7
Canada............. 178.8 145.4
-------- --------
North America... 1,475.8 1,309.1
Europe............. 452.9 271.8
Emerging Markets... 136.6 125.7
-------- --------
$2,065.3 $1,706.6
======== ========

NOTE 13. COMMITMENTS AND CONTINGENCIES

As a result of the acquisition of Infast, the Company has assumed a
guarantee related to a lease obligation through 2014 of a previously owned
operating division of Infast. If the previously owned operating division fails
to meet its obligations under the lease, the Company is obligated to make any
payments for which the previously owned division of Infast is in default. The
annual rentals payable under the lease are approximately $1.8 million. Funds
amounting to $3.0 million are currently held in escrow for use by the Company in
the event of default on the obligations under the lease. Total future lease
obligations are approximately $17.0 million. As of September 30, 2005, no
liability has been recorded. The Company is currently evaluating the fair market
value of the guarantee which, when determined, will be included as part of the
tangible fair value of net assets acquired of Infast. Management believes that,
in the event of default, the property could be sublet to another party. As a
result, the potential liability would be significantly less than $14.0 million,
net of the escrow amount.

ANIXTER INTERNATIONAL INC.

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

The following is a discussion of the historical results of operations and
financial condition of Anixter International Inc. (the "Company") and factors
affecting the Company's financial resources. This discussion should be read in
conjunction with the condensed consolidated financial statements, including the
notes thereto, set forth herein under "Financial Statements" and the Company's
Annual Report on Form 10-K for the year ended December 31, 2004.

ACQUISITIONS OF INFAST AND DISTRIBUTION DYNAMICS

- $3.7 million of intangible assets with a finite life of 8.0 years
(customer relationships); and

- $31.4 million of goodwill.

ANIXTER INTERNATIONAL INC.

FINANCIAL LIQUIDITY AND CAPITAL RESOURCES

Overview

As a distributor, the Company's use of capital is largely for working
capital to support its revenue base. Since the Company operates from leased
facilities, capital commitments for property, plant and equipment are limited to
information technology assets, warehouse equipment, office furniture and
fixtures and leasehold improvements. Therefore, in any given reporting period,
the amount of cash consumed or generated by operations will primarily be a
factor of the rate of sales increase or decline, due to the corresponding change
in working capital.

In periods when sales are increasing, the expanded working capital needs
will be funded first by cash from operations, secondly from additional
borrowings and lastly from additional equity offerings. At the current level of
operating margins and working capital turns, the Company estimates that in 2005
it will have positive cash flow from operating activities and after capital
expenditures. The Company may continue to issue or retire borrowings or equity
in an effort to maintain a cost-effective capital structure consistent with its
anticipated capital requirements. Assuming the current level of operating
margins and working capital turns, if the organic sales growth rate in 2005 were
to exceed approximately 15% to 17%, then the incremental working capital
required to support the increase in sales may result in the Company having
negative cash flows from operations. In addition to on-hand cash balances, the
Company has adequate facilities to fund its expected growth in operations.

Cash Flow

Consolidated net cash used in operating activities was $9.7 million in the
39 weeks ended September 30, 2005 compared to cash provided by operating
activities of $13.3 million in the same period in 2004. Income before
extraordinary gain was $69.9 million in the 39 weeks ended September 30, 2005 as
compared to $48.0 million in the corresponding period in 2004. Working capital,
deferred taxes and income tax savings from employee stock plans, together
increased $114.8 million in 2005 compared to an increase of $61.0 million in
2004. In addition, the net change in the cash surrender value of life insurance
policies, deferred compensation liability and accrued pension, increased other
cash from operations by $2.8 million as compared to a decrease of $1.6 million
in the corresponding period in 2004.

Consolidated net cash used in investing activities were $83.0 million in
the 39 weeks ended September 30, 2005 compared to $44.9 million in the
corresponding period in 2004. In the third quarter of 2005, the Company
purchased the shares of Infast for $71.8 million, including transaction-related
costs. In the corresponding period in 2004, the Company spent $33.3 million to
acquire DDI. Capital expenditures to support warehouse operations and
information systems were $11.2 million in the 39 weeks ended September 30, 2005
as compared to $11.6 million in the corresponding period in 2004. Capital
expenditures are expected to be approximately $18.0 million in 2005.

Consolidated net cash provided by financing activities was $146.0 million
in the 39 weeks ended September 30, 2005 compared to cash used in financing
activities of $32.9 million in the corresponding period in 2004. In the 39 weeks
ended September 30, 2005, the Company issued $200.0 million of 5.95% unsecured
senior notes due 2015 ("Senior Notes"). The proceeds were $199.6 million, a
portion of which was used to redeem the Convertible Notes due 2020 for $69.9
million. Issuance costs related to the offering were approximately $2.1 million,
which were partially offset by proceeds of $1.8 million resulting from entering
into an interest rate hedge prior to the offering. In 2005, the Company
increased net borrowings under its bank revolving lines of credit and accounts
receivable securitization facility by $4.7 million, compared to an increase of
$7.3 million in the corresponding period in 2004. Proceeds from the issuance of
common stock relating to the exercise of stock options were $12.0 million in the
first 39 weeks ended September 30, 2005 compared to $16.3 million in the
corresponding period in 2004. During the 39 weeks ended October 1, 2004, the
Company used $55.1 million to fund the special dividend of $1.50 per common
share.

ANIXTER INTERNATIONAL INC.

Financings

In October 2000, the Company entered into an accounts receivable
securitization program. The program allows the Company to sell, on an ongoing
basis without recourse, a majority of the accounts receivable originating in the
United States to Anixter Receivables Corporation ("ARC"), a wholly-owned,
bankruptcy-remote special purpose entity. The assets of ARC are not available to
creditors of Anixter in the event of bankruptcy or insolvency proceedings. ARC
may in turn sell an interest in these receivables to a financial institution for
proceeds of up to $225.0 million. Effective October 1, 2004, ARC, which was
previously unconsolidated, is consolidated for accounting purposes only in the
financial statements of the Company. The average outstanding funding extended to
ARC during the 39 weeks ended September 30, 2005 and October 1, 2004 was
approximately $115.5 million and $151.8 million, respectively. The effective
rate on the ARC funding was 3.7% and 1.8% in the 39 weeks ended September 30,
2005 and October 1, 2004, respectively.

At September 30, 2005, the primary liquidity source for Anixter is the
$275.0 million, five-year bank revolving credit agreement, of which $78.9
million was outstanding. Facility fees of 27.5 basis points payable on the
five-year revolving credit agreement totaled $0.6 million in the 39 weeks ended
September 30, 2005 and October 1, 2004, and were included in interest expense in
the condensed consolidated statements of operations. This revolving credit
agreement requires certain covenant ratios to be maintained. The Company is in
compliance with all of these covenant ratios and believes that there is adequate
margin between the covenant ratios and the actual ratios given the current
trends of the business. Under the leverage ratio requirements, as of September
30, 2005, $228.0 million of revolving lines of credit at Anixter would be
permitted to be borrowed, of which $156.4 million may be used to pay dividends
to the Company.

Excluding the $275.0 million facility noted above, at September 30, 2005
and December 31, 2004, certain foreign subsidiaries had approximately $51.0
million and $24.0 million, respectively, available under bank revolving lines of
credit, $25.9 million and $2.1 million of which was outstanding at September 30,
2005 and December 31, 2004, respectively.

Consolidated interest expense was $6.9 million and $3.3 million in the
third quarter of 2005 and 2004, respectively, and $18.9 million and $9.3 million
for the 39 weeks ended September 30, 2005 and October 1, 2004, respectively. The
increase in interest expense is primarily due to higher debt levels, including
funding associated with the accounting consolidation of the securitization
facility.

The Company may repatriate approximately $75 million of foreign earnings
from its Canadian subsidiary in the fourth quarter of 2005. If such a plan is
adopted, the net proceeds to be received by Anixter Inc., after the
capitalization of an intermediate subsidiary, will be approximately $63 million.
The repatriated funds would be used to pay U.S.

ANIXTER INTERNATIONAL INC.

pension plan payments and ongoing non-executive compensation costs. Anixter
Canada would fund the repatriation by a combination of on-hand cash balances and
local borrowings.

THIRD QUARTER 2005 RESULTS OF OPERATIONS

The Company competes with distributors and manufacturers who sell products
directly or through existing distribution channels to end users or other
resellers. The Company's relationship with the manufacturers for which it
distributes products could be affected by decisions made by these manufacturers
as the result of changes in management ownership or strategy as well as other
factors. Although relationships with its suppliers are good, the loss of a major
supplier could have a temporary adverse effect on the Company's business, but
would not have a lasting impact since comparable products are available from
alternate sources. In addition to competitive factors, future performance could
be subject to economic downturns and possible rapid changes in applicable
technologies.

OVERVIEW

In the third quarter of 2005, the Company's net income increased 46.1% to
$25.1 million on an 18.8% increase in sales from the third quarter of the prior
year. Sales, gross profits, operating expense and operating income, all showed
year-on-year increases from combined unit growth and commodity price driven
price increases, the acquisition of Infast in July of 2005 and exchange rate
differences related to the weaker U.S. dollar. In the third quarter of 2005,
Infast contributed $60.0 million and $1.0 million of sales and operating income,
respectively, while foreign exchange increased sales and operating income by
$9.0 million and $0.5 million, respectively. Operating income in the third
quarter of 2004 was negatively impacted by $2.6 million of asset impairment and
acquisition-related charges. Excluding the acquisition of Infast, the foreign
currency effects of the weaker U.S. dollar and the third quarter of 2004 asset
impairment and acquisition-related charges, sales and operating income grew
10.6% and 30.3%, respectively, in the third quarter of 2005 as compared to the
corresponding period in 2004.

The third quarter sales and operating income growth reflects the
combination of increased customer spending, market share gains from the addition
of new customers, an expanded supply chain services offering, continued growth
from our initiative to expand our security products distribution business and
commodity driven price increases in several major product lines.

Interest expense increased $3.6 million from the third quarter of 2004 to
$6.9 million in the third quarter of 2005 primarily as a result of the issuance
of $200.0 million Senior Notes in the first quarter of 2005, the accounting
consolidation of the Company's securitization facility at the end of the third
quarter of 2004 and additional borrowings in Europe to hedge the increase in net
foreign investments resulting from the Infast acquisition.

Other expenses decreased $2.2 million to $0.3 million in the third quarter
of 2005 from $2.5 million in 2004. The decline primarily resulted from the
consolidation of our accounts receivable securitization program, a favorable
foreign exchange comparison and an increase in the value of company-owned life
insurance policies.

The Company's effective tax rate increased to 39.8% from 39.0% in the year
ago quarter, primarily due to a change in estimates of the mix of foreign income
and losses by country as compared to country level net operating loss positions.
The current quarter effective rates reflect the adjustment necessary to increase
the 39 weeks ended September 30, 2005 effective tax rate to the estimated 52
weeks ended December 30, 2005 effective rate of 39.0%.

CONSOLIDATED RESULTS OF OPERATIONS

13 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales............. $1,009.2 $849.6 18.8%
Gross profit ......... $ 239.6 $201.9 18.7%
Operating expenses ... $ 190.7 $168.0 13.5%
Operating income ..... $ 48.9 $ 33.9 44.5%

ANIXTER INTERNATIONAL INC.

Net Sales: The Company's net sales during the third quarter of 2005
increased 18.8% to $1,009.2 million from $849.6 million in the same period in
2004. The acquisition of Infast in July of 2005, along with favorable effects
from changes in exchange rates, accounted for $69.0 million of the increase.
Excluding the acquisition of Infast and the effects from changes in exchange
rates, the Company's net sales increased 10.6% during the 13 weeks ended
September 30, 2005 from the same period in 2004. The increase in net sales was
due to the addition of new customers and additional spending by existing
customers, an expanded supply chain services offering, continued growth from the
Company's initiative to expand its security products distribution business and
commodity-driven price increases in several major product lines.

Gross Margins: Gross margins remained relatively flat in the third quarter
of 2005 at 23.7% compared to 23.8% in the corresponding period in 2004. A slight
decline in North America was offset by increases in Europe and Emerging Markets.
Europe's gross margin improvement reflects both organic and acquired growth in
the higher margin OEM supply market. Gross margin in the communications market
in Europe continues to suffer from very competitive market conditions and
weakened market demands.

Operating Income: As a result of higher sales and tight expense control,
operating margins were 4.8% for the third quarter of 2005 as compared to 4.0% in
the third quarter of 2004. Operating expenses increased $22.7 million, or 13.5%,
in the third quarter of 2005 from the corresponding period in 2004. The Infast
acquisition increased operating expenses by $14.9 million, while changes in
exchange rates increased operating expenses by $1.3 million. The prior year
third quarter includes $2.6 million of acquisition-related expenses and asset
impairment charges primarily associated with the write-down of the value
assigned to the Pentacon name. Excluding the acquisition of Infast, the effects
from changes in exchange rates and prior year acquisition-related expenses and
impairment charge, operating expenses increased $9.1 million, or 5.5%, primarily
due to variable costs associated with higher sales volumes. Operating expenses
remain under control and, as expected with growing revenues, the Company's
expense structure has been further leveraged in the third quarter of 2005.

Interest Expense: Consolidated interest expense increased to $6.9 million
in the third quarter of 2005 from $3.3 million in 2004. Interest expense
increased due to the issuance of the $200.0 million Senior Notes in the first
quarter of 2005, the accounting consolidation of the Company's securitization
facility at the end of the third quarter of 2004 and additional borrowings to
hedge the increase in net foreign investments resulting from the Infast
acquisition. The average long-term debt balance in the third quarter was $553.2
million in 2005 and $276.2 million in 2004. The 2004 average long-term debt
balance does not include $173.1 million related to the accounts receivable
securitization facility, which was unconsolidated at that time. The average
interest rate for the third quarter of 2005 and 2004, was 5.0% and 4.7%,
respectively.

Other, net income (expense):

13 WEEKS ENDED
--------------------------
SEPTEMBER 30, OCTOBER 1,
2005 2004
------------- ----------

Foreign exchange.................................. $(0.2) $(0.7)
Cash surrender value of life insurance policies... 0.6 0.1
Accounts receivable securitization................ -- (1.4)
Other............................................. (0.7) (0.5)
----- -----
$(0.3) $(2.5)
===== =====

Foreign exchange was a net loss of $0.2 million in 2005 as compared to $0.7
million in the corresponding period of 2004. The decrease in losses was
primarily driven by the Latin America operations. The accounts receivable
securitization program had expenses of $1.4 million for the third quarter of
2004. As a result of the consolidation of the securitization program at the end
of the third quarter of 2004, associated funding costs are now included in
interest expense.

ANIXTER INTERNATIONAL INC.

Income Taxes: The consolidated tax provision increased to $16.6 million in
the third quarter of 2005 from $10.9 million in the third quarter of 2004,
primarily due to an increase in income before taxes. The third quarter of 2005
effective tax rate is 39.8% compared to 39.0% in 2004. The increase in the
effective tax rate is primarily due to a change in estimates of the mix of
foreign income and losses by country as compared to country level net operating
loss positions. The change in tax rate decreased net income by $0.4 million, or
$0.01 per diluted share, in the third quarter of 2005 as compared to the
corresponding period in 2004. The current quarter effective rates reflect the
adjustment necessary to increase the 39 weeks ended September 30, 2005 effective
tax rate to the estimated 52 weeks ended December 30, 2005 effective rate of
39.0%.

NORTH AMERICA RESULTS OF OPERATIONS

13 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales............. $747.5 $656.2 13.9%
Gross profit ......... $176.4 $156.7 12.6%
Operating expenses ... $133.8 $127.1 5.3%
Operating income ..... $ 42.6 $ 29.6 43.9%

Net Sales: When compared to the corresponding period in 2004, North America
net sales for the 13 weeks ended September 30, 2005 increased 13.9% to $747.5
million, including $5.9 million due to the acquisition of Infast and a $7.9
million favorable effect of exchange rates. The combined Industrial Wire and
Cable and Enterprise Cabling sales increased $60.5 million in the third quarter
of 2005, $7.7 million of which was due to the stronger Canadian dollar, as
compared to the third quarter of 2004. The increase resulted from a combination
of increased demand from both new and existing customers, continued growth in
the security market, product line expansion and higher copper prices. In the OEM
supply market, sales increased 19.6%, or $14.9 million, to $90.7 million.
Excluding Infast and $0.1 million of favorable foreign exchange, North America
OEM supply sales increased $8.9 million, or 11.8% as a result of the expansion
of existing contracts and new contract additions. Sales to telecom original
equipment manufacturers increased 4.6% as compared to 2004.

Gross Margins: Gross margins decreased to 23.6% in the third quarter of
2005 from 23.9% for the same period in 2004. The decrease is attributable to
lower gross margins in the North America Enterprise Cabling and Industrial Wire
and Cable markets, partially offset by an increase in gross margins in the OEM
supply market.

Operating Income: Operating expenses increased $6.7 million in the third
quarter of 2005 from the corresponding period in 2004. The increase is primarily
due to variable costs associated with the increase in sales volume, the addition
of Infast expenses of $1.5 million and a $1.2 million increase due to exchange
rate changes. Due to the growing sales and the associated leveraging of the
expense structure, North America operating margins increased to 5.7% in the
third quarter of 2005 from 4.5% in the same period in 2004. Exchange rate
changes had a $0.5 million favorable impact on operating income.

EUROPE RESULTS OF OPERATIONS

13 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales............. $193.8 $136.2 42.3%
Gross profit ......... $ 49.4 $ 33.9 46.2%
Operating expenses ... $ 45.5 $ 31.3 45.5%
Operating income ..... $ 3.9 $ 2.6 54.5%

ANIXTER INTERNATIONAL INC.

Net Sales: Europe net sales increased 42.3% in the third quarter of 2005 to
$193.8 million from $136.2 million in the third quarter of 2004, including $54.1
million due to the acquisition of Infast. The Europe net sales increase was
partially offset by an unfavorable effect from changes in foreign exchange rates
of $1.0 million. Excluding the acquisition of Infast and the unfavorable effects
of foreign currency, the increase in local currency sales of 3.3% reflects weak
market conditions throughout Europe in the communications marketplace and a
summer slowdown in the vacation driven months of July and August that was more
pronounced than the prior year. Sales in the OEM supply market grew $55.9
million in the third quarter of 2005 as compared to the corresponding period in
2004. Excluding the acquisition of Infast and the unfavorable effects of foreign
currency of $0.5 million, sales in the OEM supply market increased $2.3 million,
or 8.1%.

Gross Margins: Europe's gross margins increased to 25.5% in the third
quarter of 2005 from 24.8% in the same period in 2004. The increase is a result
of a higher growth rate in the OEM supply market compared to Europe
Communications market sales. Europe's gross margin improvement reflects both
organic and acquired growth in the higher margin OEM supply market. Gross margin
in the communications market in Europe continues to suffer from very competitive
market conditions and weakened market demand.

Operating Income: Compared to the third quarter of 2004, Europe's operating
expenses increased 45.5%, or $14.2 million, to $45.5 million in the third
quarter of 2005. Included in the increase is $13.4 million as a result of the
acquisition of Infast, partially offset by $0.2 million for changes in exchange
rates. Excluding the exchange rate impact and the acquisition of Infast,
operating expenses were 3.2%, or $1.0 million, higher than 2004. Tight expense
controls and improved gross margins in the OEM supply business resulted in the
operating margin increasing from 1.9% in 2004 to 2.1% in 2005. While the
European OEM supply business continues to generate solid operating margins, the
communication business continues to suffer from comparatively weak demand and
very competitive pricing. Exchange rate changes had a $0.1 million unfavorable
impact on operating income.

EMERGING MARKETS RESULTS OF OPERATIONS

13 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales............. $67.9 $57.2 18.5%
Gross profit ......... $13.8 $11.3 21.5%
Operating expenses ... $11.4 $ 9.6 18.2%
Operating income ..... $ 2.4 $ 1.7 40.8%

Net Sales: Emerging Markets' (Asia Pacific and Latin America) net sales
were up 18.5%, to $67.9 million in the third quarter of 2005, from $57.2 million
in the third quarter of 2004. Latin America sales grew 22.3%, while Asia Pacific
sales were up 9.5% during the third quarter of 2005 compared to the
corresponding period in 2004. The sales growth in Latin America was throughout
the region, with the exception of Mexico where sales were basically flat. The
increase in Asia Pacific is due to strong sales in Australia. Exchange rate
changes had a $2.1 million favorable impact on sales.

Gross Margins: During the third quarter of 2005, Emerging Markets' gross
margins increased to 20.3% from 19.8% in the corresponding period in 2004. The
increase primarily resulted from the strong performance in Australia.

Operating Income: Operating expenses increased $1.8 million, or 18.2%, in
the third quarter of 2005 as compared to the corresponding period in 2004.
Primarily a result of the Emerging Markets' sales growth and resulting
leveraging of the expense structure, operating margins increased to 3.4% in the
third quarter of 2005 from 2.9% in 2004. Exchange rate changes had a $0.1
million favorable impact on operating income.

ANIXTER INTERNATIONAL INC.

YEAR-TO-DATE 2005 RESULTS OF OPERATIONS

OVERVIEW

In the 39 weeks ended September 30, 2005, net income increased 34.2% to
$69.9 million on a 16.3% increase in sales from the corresponding 2004 period,
which also included an extraordinary gain of $4.1 million. The extraordinary
gain in 2004 was the result of monies received from an escrow account in
connection with the 1983 bankruptcy of Itel Corporation, the predecessor to the
Company. Sales, gross profits, operating expense and operating profits, all
showed year-on-year increases from a combination of the acquisitions of DDI in
June of 2004 and Infast in July of 2005, exchange rate changes related to the
weaker U.S. dollar and combined unit growth and commodity driven price
increases. Gross margins increased 20 basis points in the 39 weeks ended
September 30, 2005 as compared to the corresponding period in 2004, primarily
due to an improved sales mix, higher prices and an increase in OEM supply sales
at higher margins. As a result of tight expense controls combined with higher
gross margins, operating margins increased 80 basis points to 4.8% in the 39
weeks ended September 30, 2005 as compared to 2004.

Interest expense increased to $18.9 million in the 39 weeks ended September
30, 2005 from $9.3 million in 2004. Interest expense increased due to the
issuance of the $200.0 million Senior Notes in the first quarter of 2005, the
accounting consolidation of the Company's securitization facility at the end of
the third quarter of 2004 and additional borrowings in Europe to hedge the
increase in net foreign investments resulting from the Infast acquisition.

Other expense was $2.3 million in the 39 weeks ended September 30, 2005 as
compared to $8.0 million in the corresponding period in 2004. A primary driver
of the decline was expenses associated with the accounts receivable
securitization program in 2004. The accounts receivable securitization program
had expenses of $2.8 million for the 39 weeks ended October 1, 2004, compared to
zero in 2005. The decrease in 2005 was a result of accounting consolidation of
the accounts receivable program at the end of the third quarter of 2004. The
funding costs relating to the ARC facility are now being recorded in interest
expense. In addition to ARC related expenses, the other primary driver of the
decline was a reduction in foreign exchange losses. In 2004, the Company
incurred significant foreign exchange losses relating to the devaluation of the
Venezuelan Bolivar.

The 39 weeks ended September 30, 2005 includes a pre-tax loss of $1.2
million related to the write-off of deferred financing costs associated with
early termination of the Company's Convertible Notes due 2020. In the prior
year, the Company incurred a pre-tax loss of $0.7 million related to the
write-off of deferred financing costs associated with the early termination and
replacement of the Company's $275.0 million revolving credit facility.

The Company's effective tax rate dropped to 37.8% in 2005 from 39.0%
(excluding extraordinary gain) in 2004 primarily as a result of a $1.4 million
tax credit resulting from a favorable tax ruling in Europe. Excluding the
favorable tax credit, the Company's effective tax rate was 39.0% for the 39
weeks ended September 30, 2005.

CONSOLIDATED RESULTS OF OPERATIONS

39 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales ........... $2,821.8 $2,426.9 16.3%
Gross profit ........ $ 674.5 $ 576.1 17.1%
Operating expenses .. $ 539.8 $ 479.5 12.6%
Operating income .... $ 134.7 $ 96.6 39.5%

ANIXTER INTERNATIONAL INC.

Net Sales: The Company's net sales during the 39 weeks ended September 30,
2005 increased 16.3% to $2,821.8 million from $2,426.9 million in the same
period in 2004. The acquisitions of DDI in June of 2004 and Infast in July of
2005, along with favorable effects from changes in exchange rates, accounted for
$132.3 million of the increase. Excluding the six months of incremental sales of
DDI, the acquisition of Infast and the effects from changes in exchange rates,
the Company's net sales increased 10.8% during the 39 weeks ended September 30,
2005 from the same period in 2004. The increase in net sales was due to the
addition of new customers and additional spending by existing customers, strong
growth in the OEM supply business, continued growth from the Company's
initiative to expand its security products distribution business and
commodity-driven price increases in several major product lines.

Gross Margins: Gross margins increased to 23.9% in the 39 weeks ended
September 30, 2005 from 23.7% in the corresponding period in 2004. The increase
is attributable to North America, which experienced an improved sales mix,
higher prices and a higher growth rate in the OEM supply market compared to
Company-wide sales growth rates.

Operating Income: As a result of higher sales, operating margins were 4.8%
for the 39 weeks ended September 30, 2005 as compared to 4.0% in the
corresponding period in 2004. Operating expenses increased $60.3 million in the
39 weeks ended September 30, 2005 from the corresponding period in 2004. The
incremental six months of operating expenses of DDI and the acquisition of
Infast increased operating expenses by $24.5 million, while changes in exchange
rates increased operating expenses by $6.1 million. Excluding the acquisitions
of DDI and Infast and the effects from changes in exchange rates, operating
expenses increased $29.7 million, or 6.2%, primarily due to variable costs
associated with higher sales volumes, along with increases in healthcare costs,
pension costs and costs associated with additional restricted stock grants.

Interest Expense: Consolidated interest expense increased to $18.9 million
in the 39 weeks ended September 30, 2005 from $9.3 million in 2004. Interest
expense increased due to the issuance of the $200.0 million Senior Notes in the
first quarter of 2005, the accounting consolidation of the Company's
securitization facility at the end of the third quarter of 2004 and additional
borrowings to hedge the increase in net foreign investments resulting from the
Infast acquisition. The average long-term debt balance was $512.8 million and
$256.2 million for the 39 weeks ended September 30, 2005 and October 1, 2004,
respectively. The 2004 average long-term debt balance does not include $151.8
million related to the accounts receivable securitization facility, which was
unconsolidated at that time. The average interest rate for both the 39 weeks
ended September 30, 2005 and October 1, 2004, was 4.9%.

Other, net expense:

39 WEEKS ENDED
--------------------------
SEPTEMBER 30, OCTOBER 1,
2005 2004
------------- ----------
(IN MILLIONS)

Foreign exchange ................................. $(2.5) $(4.0)
Cash surrender value of life insurance policies .. 0.6 0.1
Accounts receivable securitization ............... -- (2.8)
Other ............................................ (0.4) (1.3)
----- -----
$(2.3) $(8.0)
===== =====

Foreign exchange losses were $2.5 million in the 39 weeks ended September
30, 2005 as compared to a loss of $4.0 million in the corresponding period of
2004. A significant portion of the losses relate to Latin America, and
specifically in 2004, resulted from the February 2004 devaluation of the
Venezuelan Bolivar. The accounts receivable securitization program had expenses
of $2.8 million for the 39 weeks ended October 1, 2004. As a result of the
consolidation of the securitization program at the end of the third quarter of
2004, associated funding costs are now included in interest expense.

ANIXTER INTERNATIONAL INC.

Income Taxes: The consolidated tax provision increased to $42.4 million in
the 39 weeks ended September 30, 2005 from $30.6 million in the corresponding
period in 2004, due to an increase in income before taxes and extraordinary
gain. The 2005 effective tax rate is 37.8% compared to 39.0% (excluding
extraordinary gain) in 2004, primarily as a result of a $1.4 million tax credit
resulting from a favorable tax ruling in Europe. Excluding the favorable tax
credit, the Company's effective tax rate was 39.0% in the 39 weeks ended
September 30, 2005. The change in the 2005 effective tax rate increased income
before extraordinary gain and net income by $1.4 million, or $0.04 per diluted
share, for the 39 weeks ended September 30, 2005 compared to the corresponding
period in 2004.

NORTH AMERICA RESULTS OF OPERATIONS

39 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales ........... $2,102.2 $1,855.8 13.3%
Gross profit ........ $ 502.9 $ 436.3 15.3%
Operating expenses .. $ 390.4 $ 355.7 9.8%
Operating income .... $ 112.5 $ 80.6 39.6%

Net Sales: When compared to the corresponding period in 2004, North America
net sales for the 39 weeks ended September 30, 2005 increased 13.3% to $2,102.2
million. The combined Industrial Wire and Cable and North America Enterprise
Cabling sales increased $163.1 million, or 11.0%, in the 39 weeks ended
September 30, 2005 as compared to the corresponding period in 2004, due to
improved economic conditions, price increases and an expanded product offering.
In the OEM supply market, sales increased 39.5% to $259.4 million on a
combination of improved customer demand, new contract additions and the
acquisitions of DDI and Infast. Excluding six months of incremental sales of DDI
and Infast net sales of $43.3 million, sales to the OEM supply market increased
16.2%. Sales to telecom-related OEMs decreased 15.8% in the 39 weeks ended
September 30, 2005 as compared to the corresponding period in 2004.

Gross Margins: Gross margins increased to 23.9% in the 39 weeks ended
September 30, 2005 from 23.5% for the same period in 2004. The increase is
attributable to an improved sales mix, higher prices and a higher growth rate in
the OEM supply market.

Operating Income: Operating expenses increased $34.7 million in the 39
weeks ended September 30, 2005 from the corresponding period in 2004. The
increase is primarily due to variable costs associated with the increase in
sales volume, along with higher pension, healthcare and costs related to
additional restricted stock grants. Primarily as a result of higher gross
margins on an improved sales mix, price increases and continued tight expense
controls, North America operating margins increased to 5.4% in the 39 weeks
ended September 30, 2005 from 4.3% in the same period in 2004.

EUROPE RESULTS OF OPERATIONS

39 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales ........... $526.8 $408.9 28.8%
Gross profit ........ $132.5 $105.4 25.8%
Operating expenses .. $117.0 $ 94.1 24.4%
Operating income .... $ 15.5 $ 11.3 37.1%

Net Sales: Europe net sales increased 28.8% in the 39 weeks ended September
30, 2005 to $526.8 million from $408.9 million in the corresponding period in
2004, including a $10.5 million favorable effect from changes in exchange rates
and $54.1 million as a result of the acquisition of Infast. The increase in
local currency sales of 26.3% reflects the acquisition of Infast, an increase in
the OEM supply market and an increase in the number of larger projects. Sales in
the OEM supply market grew $74.7 million to $153.1 million in the 39 weeks ended
September 30, 2005 as compared to the corresponding period in 2004. Excluding
the acquisition of Infast and the favorable effect of foreign currency of $1.4
million, OEM supply sales in Europe increased 24.5%.

ANIXTER INTERNATIONAL INC.

Gross Margins: Europe's gross margins decreased to 25.1% in the 39 weeks
ended September 30, 2005 from 25.8% in the same period in 2004. The decrease is
primarily due to an increase in large projects at reduced margins and overall
competitive pricing.

Operating Income: Compared to 2004, Europe operating expenses increased
24.4%, or $22.9 million, to $117.0 million in the 39 weeks ended September 30,
2005. Included in the increase are $2.2 million for changes in exchange rates
and $13.4 million as a result of the acquisition of Infast. Excluding the
exchange rate impact and the acquisition of Infast, operating expenses were $7.3
million, or 7.8%, higher than 2004. Tight expense controls and substantial
improvement in operating performance in the OEM supply business, which more than
offset the decline in overall gross margins, resulted in the operating margin
increasing to 3.0% in 2005 as compared to 2.8% in 2004. While we continue to
generate solid operating margins in our European OEM supply business, our
communication business continues to suffer from comparatively weak demand and
very competitive pricing. Exchange rate changes had a $0.2 million favorable
impact on operating income.

EMERGING MARKETS RESULTS OF OPERATIONS

39 WEEKS ENDED
------------------------------------
SEPTEMBER 30, OCTOBER 1, PERCENT
2005 2004 CHANGE
------------- ---------- -------
(IN MILLIONS)

Net sales ........... $192.8 $162.2 18.9%
Gross profit ........ $ 39.1 $ 34.4 13.7%
Operating expenses .. $ 32.4 $ 29.7 9.0%
Operating income .... $ 6.7 $ 4.7 43.2%

Net Sales: Emerging Markets (Asia Pacific and Latin America) net sales were
up 18.9%, to $192.8 million in the 39 weeks ended September 30, 2005, from
$162.2 million in the corresponding period in 2004, including a $3.6 million
favorable impact from changes in exchange rates. Latin America sales grew 28.6%,
while Asia Pacific sales declined 2.1% in the 39 weeks ended September 30, 2005
compared to the corresponding period in 2004. The sales growth in Latin America
was throughout the region. Asia Pacific declined due to some major projects in
2004, which were not expected to repeat in 2005, and a general slow down in
economic activity.

Gross Margins: During the 39 weeks ended September 30, 2005, Emerging
Markets' gross margins decreased to 20.3% from 21.2% in the corresponding period
in 2004. The decline is primarily a result of large project sales at reduced
margins in Latin America.

Operating Income: Emerging Markets operating income of $6.7 million
increased 43.2% from $4.7 million in the corresponding period of 2004. Operating
expenses increased only 9.0% as compared to the corresponding period in 2004.
Primarily a result of the Latin America sales growth and resulting leveraging of
the expense structure, operating margins increased to 3.5% in the 39 weeks ended
September 30, 2005 from 2.9% in 2004. Exchange rate changes had a $0.1 million
favorable impact on operating income.

ANIXTER INTERNATIONAL INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the impact of interest rate changes and
fluctuations in foreign currencies, as well as changes in the market value of
its financial instruments. The estimated fair market value of the Company's
outstanding fixed rate debt at September 30, 2005, was $402.4 million. If the
interest rates were to increase or decrease by 1%, the fair market value of the
fixed rate debt would decrease or increase by 4.2% and 4.5%, respectively.
Changes in the market value of the Company's debt do not affect the reported
results of operations unless the Company is retiring such obligations prior to
their maturity. This analysis did not consider the effects of a changed level of
economic activity that could exist in such an environment and certain other
factors. Further, in the event of a change of this magnitude, management would
likely take actions to further mitigate its exposure to possible changes.
However, due to the uncertainty of the specific actions that would be taken and
their possible effects, this sensitivity analysis assumes no changes in the
Company's financial structure.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation as of September 30, 2005 of the effectiveness of the
design and operation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Based on this evaluation, our principal
executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of September 30, 2005.
There was no change in the Company's internal control over financial reporting
that occurred during the 13 weeks ended September 30, 2005 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

PART II. OTHER INFORMATION

ANIXTER INTERNATIONAL INC.

ITEM 6. EXHIBITS

(31) Rule 13a - 14(a) / 15d - 14(a) Certifications.

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

31.2 Dennis J. Letham, Senior Vice President-Finance and Chief
Financial Officer, Certification Pursuant to Section 302, of the
Sarbanes-Oxley Act of 2002.

(32) Section 1350 Certifications.

32.1 Robert W. Grubbs, 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 Dennis J. Letham, Senior 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.

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.

November 4, 2005 By: /s/ Robert W. Grubbs
------------------------------------
Robert W. Grubbs
President and Chief Executive Officer

November 4, 2005 By: /s/ Dennis J. Letham
-------------------------------------
Dennis J. Letham
Senior Vice President - Finance
and Chief Financial Officer