UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 4, 2015

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

 
			
Delaware	 	94-1658138	
(State or other jurisdiction
of incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
Commission File Number: 001-10212
2301 Patriot Blvd.
Glenview, Illinois 60026
(224) 521-8000
(Address and telephone number of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 7.01	Regulation FD Disclosure	
On August 4, 2015 Anixter Inc. (“Anixter”) intends to commence the distribution of a confidential preliminary offering memorandum to potential investors relating to a proposed private offering by Anixter (the “Offering”), subject to market and other conditions, of approximately $350 million of senior unsecured notes due 2023 (the “Notes”). Anixter International, Inc. (the “Company”) will guarantee the Notes. Anixter intends to use the net proceeds it receives from the Offering to fund a portion of the consideration for the pending acquisition (the “Acquisition”) of all of the outstanding equity interests of certain subsidiaries of HD Supply, Inc. (“HD Supply”) and certain assets that comprise HD Supply’s Power Solutions business (“Power Solutions Business”). The Company is furnishing under this Item 7.01 the information included in Exhibits 99.1 (Description of Power Solutions and Summary Financial Data), 99.2 (Unaudited Pro Forma Combined Financial Information) and 99.3 (HD Supply Power Solutions Business Audited Combined Financial Statements as of February 1, 2015 and February 2, 2014 and for fiscal years ended February 1, 2015 and February 2, 2014 and HD Supply Power Solutions Business Unaudited Combined Interim Financial Statements as of May 3, 2015 and May 4, 2014 and for three months ended May 3, 2015 and May 4, 2014), which information is excerpted from the confidential preliminary offering memorandum to be distributed in connection with the Offering and which is incorporated in this Item 7.01 by reference.
On August 4, 2015, the Company issued a press release announcing Anixter’s intent to commence the Offering. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated by reference in this item 7.01.
The Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including the exhibits) does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The information in this Form 8-K, including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
 
Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits:

Exhibit No.	  	Description	
		
99.1	  	Excerpt from Preliminary Offering Memorandum, dated August 4, 2015 (Description of Power Solutions and Summary Financial Data)	
		
99.2	  	Unaudited Pro Forma Combined Financial Statements of Anixter International Inc.	
		
99.3	  	HD Supply Power Solutions Business Audited Combined Financial Statements as of February 1, 2015 and February 2, 2014 and for fiscal years ended February 1, 2015 and February 2, 2014 and HD Supply Power Solutions Business Unaudited Combined Interim Financial Statements as of May 3, 2015 and May 4, 2014 and for three months ended May 3, 2015 and May 4, 2014.	
		
99.4	  	Press Release dated August 4, 2015	

Safe Harbor
This Current Report on Form 8-K may contain various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, which can be identified by the use of forward-looking terminology such as “believes,” “expects,” “intends,” “anticipates,” “contemplates,” “estimates,” “plans,” “projects,” “should,” “may” or similar expressions, including the negative thereof, or other variations thereon or comparable terminology indicating our expectations or beliefs concerning future events. Such statements are subject to a number of factors that could cause our actual results to differ materially from what is indicated in this offering memorandum. These factors include: the ability to consummate the Acquisition or the Offering; the risk that regulatory approvals required for the Acquisition are not obtained or are obtained subject to conditions that are not anticipated; the risk that the Offering or other financing required to fund the Acquisition is not obtained; the risk that the other conditions to the closing of the Acquisition are not satisfied; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Acquisition; uncertainties as to the timing of the closing; any changes in general economic and/or industry specific conditions; general economic conditions; changes in supplier relationships; risks associated with the sale of nonconforming products and services; political, economic and currency risks of non-U.S. operations; inventory and accounts receivable risk; copper price fluctuations; risks associated with the integration of acquired companies; restrictions contained in financial and operating covenants in our debt agreements; capital project volumes; and other factors identified herein under the heading “Risk Factors”, and in our reports filed with the SEC under the Exchange Act, including under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended January 2, 2015.
We undertake no obligation to update these forward-looking statements as a result of any events or circumstances after the date made or to reflect the occurrence of unanticipated events.

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.	
				
August 4, 2015	 		 	By:	 	/s/ Theodore A. Dosch	
	 		 		 	Theodore A. Dosch	
	 		 		 	Executive Vice President - Finance	
	 		 		 	and Chief Financial Officer	

EXHIBIT INDEX

Exhibit No.	  	Description	
		
99.1	  	Excerpt from Preliminary Offering Memorandum, dated August 4, 2015 (Description of Power Solutions, Summary Financial Data)	
		
99.2	  	Unaudited Pro Forma Combined Financial Statements of Anixter International Inc.	
		
99.3	  	HD Supply Power Solutions Business Audited Combined Financial Statements as of February 1, 2015 and February 2, 2014 and for fiscal years ended February 1, 2015 and February 2, 2014 and HD Supply Power Solutions Business Unaudited Combined Interim Financial Statements as of May 3, 2015 and May 4, 2014 and for three months ended May 3, 2015 and May 4, 2014.	
		
99.4	  	Press Release dated August 4, 2015	

Exhibit 99.1
Power Solutions.     Power Solutions distributes electrical transmission and distribution products, power plant maintenance, repair and overhaul supplies and smart grid products, and arranges materials management and procurement outsourcing for the power generation and distribution industries. Power Solutions serves four distinct customer end markets: Investor-Owned Utilities, Public Power, Construction, and Industrial. Power Solutions serves electric power plant customers primarily through a bid based model and, to a lesser extent, sells maintenance, repair and overhaul products through print catalogs. Products include conductors such as wire and cable, transformers, overhead transmission and distribution hardware, switches, protective devices and underground distribution, connectors used in the construction or maintenance and repair of electricity transmission and substation distribution infrastructure, and electrical wire and cable, switchgear, supplies, lighting and conduit used in non-residential and residential construction. Power Solutions also provides materials management and procurement outsourcing services. Power Solutions’ capabilities allow it to integrate with its customers and perform part of their sourcing and procurement function. Power Solutions operates through a network of approximately 125 branches in the United States across 30 states and 4 branches in Canada in 4 provinces. In the fiscal year ending February 1, 2015, Power Solutions generated $1.9 billion in sales and $82.2 million in Adjusted EBITDA. See footnote (a) under “Offering Memorandum Summary — Summary Financial Data — Power Solutions Business”.
Regional Coverage.     Power Solutions is organized in four United States regions — Central, Southeast, Northeast and West — and one Canadian region. Each region is headed by a regional vice president and supported in vertical sales teams aligned by Investor-Owned Utilities, Public Power, Construction (commercial and residential electrical contractors), and Industrial end markets.
Services .    Power Solutions offers an extensive suite of over 90 value-added services across more than 15 categories. These include, but are not limited to: Material Management & Logistics, Inventory Control Management, Procurement Services, Warehousing Services, Contractor Support Services, Quality Assurance/Quality Control, and Logistics and Transportation.
Employees.     Power Solutions employs approximately 1,800 employees with approximately 700 dedicated sales professionals. Approximately 42% of employees are engaged in sales, 42% are in engaged in operations and 16% are involved in business support, including category management, finance, information technology, human resources, marketing and project services. Power Solutions does not have a significant number of employees subject to collective bargaining agreements.
Suppliers.     Power Solutions maintains an extensive network of approximately 3,800 diversified suppliers. Power Solutions has senior level, long standing relationships with all of its key vendors and views them as strategic business partners. Its strategic supplier relationships provide access to new products, custom training on specialized products and early awareness of upcoming projects. Power Solutions’ top 25 suppliers represented 53% of fiscal year 2014 purchases.
Customers.     Power Solutions serves approximately 70% of the top 50 North American utility companies and many small fragmented municipalities and cooperatives. Through its IT Solutions, Power Solutions is highly integrated with its larger customers. Its customer base consists of a diverse group of approximately 13,000 customers. In fiscal year 2014, its top 25 customers represented 38% of total sales, and no single customer accounted for more than 6% of total sales.
Technology Capabilities.     Power Solutions has established scalable technology capabilities supported by a strong existing infrastructure. Power Solutions operates two ERP platforms for core operations with extensions for data management, warehouse automation, e-commerce and customer process integration. Power Solutions uses SX.e and Eclipse Systems to support purchasing, inventory management and warehousing.
Competition.     There is significant competition within each end market and geography that Power Solutions serves that creates pricing pressure and the need for constant attention to improve services. Competition is based primarily on breadth of products, quality, services, price and geographic proximity. We believe that Power Solutions has a significant competitive advantage due to its comprehensive product and service offerings, technically trained sales team and customized supply chain solutions.
Most of Power Solutions’ competitors are privately held, and, as a result, reliable competitive information is not available.
Contract Sales and Backlog.     Power Solutions has certain customers who purchase products under long-term (generally three to five-year) contractual arrangements. In such circumstances, the relationship with the customer typically involves a high degree of material requirements planning and information
 
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systems interfaces and, in some cases, may require the maintenance of a dedicated distribution facility or dedicated personnel and inventory at, or in close proximity to, the customer site to meet the needs of the customer. Such contracts do not generally require the customer to purchase any minimum amount of goods from Power Solutions, but would require that materials acquired by Power Solutions, as a result of joint material requirements planning between Power Solutions and the customer, be purchased by the customer.
Seasonality .    Power Solutions’ operating results are not significantly affected by seasonal fluctuations except for the impact resulting from variations in the number of billing days from quarter to quarter. Consecutive quarter sales from the third to fourth quarters are generally lower due to the holidays and lower number of billing days as compared to other consecutive quarter comparisons.
NON-GAAP FINANCIAL MEASURES
We have included certain non-GAAP financial measures in this offering memorandum, including, for example, EBITDA, Adjusted EBITDA and Combined EBITDA. Our management believes these non-GAAP financial measures provide useful information about our operating performance. However, these measures should not be considered as alternatives to net income or cash flows from operating activities as indicators of operating performance or liquidity. EBITDA, Adjusted EBITDA and Combined EBITDA are not recognized terms under GAAP. EBITDA, Adjusted EBITDA and Combined EBITDA have important limitations as analytical tools and should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance or cash flows from operating activities as measures of liquidity. EBITDA, Adjusted EBITDA and Combined EBITDA exclude some, but not all, items that affect net income, and these measures may vary among companies. See “Offering Memorandum Summary — Summary Financial Data” for definitions of the non-GAAP financial measures used in this offering memorandum and reconciliations thereof to the most directly comparable GAAP measures.
 
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Summary Financial Data
Anixter International Inc.
The following table presents Anixter International’s summary historical and unaudited pro forma combined financial information (“summary pro forma financial information”) for the periods and at the dates indicated. The historical income statement data for the fiscal years ended December 28, 2012, January 3, 2014 and January 2, 2015 and the historical balance sheet data as of January 3, 2014 and January 2, 2015 have been derived from Anixter International’s audited consolidated financial statements and the notes thereto incorporated by reference in this offering memorandum. The historical balance sheet data as of December 28, 2012 have been derived from Anixter International’s audited consolidated financial statements and notes thereto, which are not incorporated herein. The summary historical financial data for the six months ended July 4, 2014 and July 3, 2015 and as of July 4, 2014 and July 3, 2015 have been derived from Anixter International’s unaudited condensed consolidated financial statements incorporated by reference in this offering memorandum, which have been prepared on a basis consistent with Anixter International’s annual audited consolidated financial statements. In the opinion of Anixter International’s management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. Anixter International’s historical results are not necessarily indicative of future operating results.
The unaudited pro forma combined income statement data for the twelve months ended July 3, 2015 have been derived by combining the unaudited statements of income of Anixter International for the twelve month period ended July 3, 2015 with the unaudited statements of income of Power Solutions for the twelve month period ended May 3, 2015. The unaudited pro forma combined income statements give pro forma effect to the consummation of the Acquisition and related financing, Anixter International’s acquisition of all of the outstanding shares of Tri-Northern Acquisition Holdings, Inc. (“Tri-Ed”) (which occurred on September 17, 2014), and Anixter International’s disposition of its OEM Supply — Fasteners business (which occurred on June 1, 2015) (collectively, the “Transactions”) as if the Transactions had occurred on January 4, 2014. The unaudited pro forma combined balance sheet has been prepared as of July 3, 2015, and give effect to the Acquisition and related financing as if they had occurred on that date. The pro forma adjustments are based upon available information and certain assumptions that Anixter International believes are reasonable.
As of the date of this offering memorandum, Anixter International has not finalized the detailed valuation studies necessary to arrive at the required fair market value of the Power Solutions assets to be acquired and the liabilities to be assumed and the related allocations of the purchase price. Anixter International has made certain pro forma adjustments to the historical book values of the assets and liabilities of Power Solutions to reflect certain preliminary estimates of the fair value of the net assets acquired, with the excess of the estimated purchase price over the estimated fair values of Power Solution’s acquired assets and assumed liabilities recorded as goodwill. Actual results are expected to differ from these preliminary estimates once Anixter International has completed the valuation studies necessary to finalize the required purchase price allocations. There can be no assurances that such finalization of the valuation studies will not result in material changes. Anixter International has performed a preliminary assessment of accounting policies and financial statement presentation which has identified certain adjustments necessary to conform information in Power Solution’s historical financial statements to Anixter International’s combined accounting policies and presentation. The review of the accounting policies is not yet complete and additional policy and presentation differences may be identified upon completion.
 
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The summary pro forma financial information is for information purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the Transactions been completed as of the date presented and should not be taken as representative of the future consolidated results of operations or financial condition of the combined company.
The historical consolidated financial data of Anixter International have been impacted by a number of items more fully described in its Annual Report on SEC Form 10-K for the year ended January 2, 2015 and the Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 and incorporated by reference in this offering memorandum. The historical consolidated financial data and the summary pro forma financial information presented below should be read in conjunction with Anixter International’s and Power Solution’s audited financial statements and the related notes thereto and Anixter International’s unaudited pro forma combined financial information and the related notes thereto included elsewhere in this offering memorandum under the heading “Unaudited Pro Forma Combined Financial Information.”

 	 	Fiscal Period Ended	 	 	   	 	Six Months
Ended	 	 	   	 	Twelve
Months
Ended(a)	 	 	   	 	Pro Forma
Twelve Months
Ended	 	
 	 	December 28,
2012	 	 	January 3,
2014	 	 	January 2,
2015	 	 	   	 	July 4,
2014	 	 	July 3,
2015	 	 	   	 	July 3,
2015	 	 	   	 	July 3,
2015	 	
(In millions)	 	(As Reported)	 	 	   	 	(As Reported)	 	 	   	 	 	 	 	   	 	 	 	
Selected Income Statement Data	 				 				 				 	 	 				 				 	 	 				 	 	 				
Net sales	 	$	6,253.1	  	 	$	6,226.5	  	 	$	6,445.5	  	 	 	 	$	2,617.2	  	 	$	2,865.5	  	 	 	 	$	5,884.1	  	 	 	 	$	7,837.3	  	
Cost of goods sold	 	 	4,844.4	  	 	 	4,803.8	  	 	 	4,977.1	  	 	 	 	 	2,022.1	  	 	 	2,227.3	  	 	 	 	 	4,577.6	  	 	 	 	 	6,232.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	1,408.7	  	 	 	1,422.7	  	 	 	1,468.4	  	 	 	 	 	595.1	  	 	 	638.2	  	 	 	 	 	1,306.5	  	 	 	 	 	1,605.2	  	
Operating expenses	 	 	1,077.7	  	 	 	1,066.2	  	 	 	1,107.5	  	 	 	 	 	447.9	  	 	 	514.4	  	 	 	 	 	1,010.3	  	 	 	 	 	1,266.2	  	
Impairment of goodwill and long-lived asses	 	 	48.5	  	 	 	1.7	  	 	 	—	  	 	 	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	 	 	—	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	282.5	  	 	 	354.8	  	 	 	360.9	  	 	 	 	 	147.2	  	 	 	123.8	  	 	 	 	 	296.2	  	 	 	 	 	339.0	  	
Interest expense	 	 	(59.7	) 	 	 	(47.4	) 	 	 	(48.1	) 	 	 	 	 	(19.1	) 	 	 	(26.9	) 	 	 	 	 	(55.2	) 	 	 	 	 	(85.5	) 	
Other, net	 	 	(13.2	) 	 	 	(11.2	) 	 	 	(18.0	) 	 	 	 	 	(11.6	) 	 	 	(7.5	) 	 	 	 	 	(11.9	) 	 	 	 	 	(11.7	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before taxes	 	 	209.6	  	 	 	296.2	  	 	 	294.8	  	 	 	 	 	116.5	  	 	 	89.4	  	 	 	 	 	229.1	  	 	 	 	 	241.8	  	
Income tax expense	 	 	84.8	  	 	 	95.7	  	 	 	100.0	  	 	 	 	 	34.3	  	 	 	33.4	  	 	 	 	 	86.8	  	 	 	 	 	91.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income from continuing operations	 	$	124.8	  	 	$	200.5	  	 	$	194.8	  	 	 	 	$	82.2	  	 	$	56.0	  	 	 	 	$	142.3	  	 	 	 	$	150.2	  	
Net income from discontinued operations, net	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	19.0	  	 	 	34.5	  	 	 	 	 	46.9	  	 	 	 	 	46.9	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	124.8	  	 	$	200.5	  	 	$	194.8	  	 	 	 	$	101.2	  	 	$	90.5	  	 	 	 	$	189.2	  	 	 	 	$	197.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selected Balance Sheet Data	 				 				 				 	 	 				 				 	 	 				 	 	 				
Total assets	 	$	3,084.0	  	 	$	2,855.9	  	 	$	3,586.5	  	 	 	 	$	3,046.0	  	 	$	3,335.4	  	 	 	 	$	3,335.4	  	 	 	 	$	4,358.1	  	
Total short-term debt	 	$	0.9	  	 	$	—	  	 	$	—	  	 	 	 	$	—	  	 	$	—	  	 	 	 	$	—	  	 	 	 	$	—	  	
Total long-term debt	 	$	976.6	  	 	$	831.1	  	 	$	1,207.7	  	 	 	 	$	817.8	  	 	$	940.7	  	 	 	 	$	940.7	  	 	 	 	$	1,677.3	  	
Stockholder’s equity	 	$	969.9	  	 	$	1,027.4	  	 	$	1,133.0	  	 	 	 	$	1,148.3	  	 	$	1,195.8	  	 	 	 	$	1,195.8	  	 	 	 	$	1,189.8	  	
				 			 		 		
Other Financial Data	 				 				 				 	 	 				 				 	 	 				 	 	 				
Working capital	 	$	1,482.8	  	 	$	1,373.3	  	 	$	1,559.3	  	 	 	 	$	1,469.4	  	 	$	1,384.4	  	 	 	 	$	1,384.4	  	 	 	 	$	1,572.4	  	
Capital expenditures	 	$	34.2	  	 	$	32.2	  	 	$	40.3	  	 	 	 	$	13.5	  	 	$	20.2	  	 	 	 	$	40.8	  	 	 	 	$	47.6	  	
Depreciation and amortization of intangibles	 	$	32.5	  	 	$	30.1	  	 	$	35.7	  	 	 	 	$	12.8	  	 	$	20.7	  	 	 	 	$	41.7	  	 	 	 	$	70.2	  	
EBITDA(c)	 	$	301.8	  	 	$	373.7	  	 	$	378.6	  	 	 	 	$	148.4	  	 	$	137.0	  	 	 	 	$	326.0	  	 	 	 	$	397.5	  	
Adjusted EBITDA(b)(c)	 	$	404.7	  	 	$	398.5	  	 	$	418.7	  	 	 	 	$	166.0	  	 	$	165.5	  	 	 	 	$	372.7	  	 	 	 	$	457.9	  	
 
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Notes:
 
(a)	The results for Anixter International for the twelve months ended July 3, 2015 have been derived by adding the pro forma results as reported in our Current Report on Form 8-K filed on June 3, 2015 for the fiscal year ended January 2, 2015, which results are adjusted for the sale of the Fasteners business and further adjusted to reflect the results of operations of the Tri-Ed business from the beginning of fiscal year 2014 through the date of acquisition on September 17, 2014, to the results for the six month period ended July 3, 2015 as reported in our Quarterly Report on Form 10-Q for the six months ended July 3, 2015 and subtracting the results for the six month period ended July 4, 2014 as reported in such Quarterly Report on Form 10-Q, which results are adjusted for the sale of the Fasteners business and further adjusted to reflect the results of operations of the Tri-Ed business from the beginning of fiscal year 2014 though the end of Tri-Ed’s second fiscal quarter. See Note (a) on page 5 of Exhibit 99.2 for calculation.	
 
(b)	Anixter International estimates that it would have incurred the following incremental costs to support the Power Solutions business. Adjusting for these costs, Combined EBITDA would have resulted in the following:	

 	  	Combined
Twelve Months
Ended	 	
 	  	July 3,
2015	 	
Adjusted EBITDA	  	$	457.9	  	
Incremental costs	  	 	(4.7	)  	
	  	 	 	 	
Combined EBITDA	  	$	453.2	  	

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(c)	EBITDA is defined as 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 stock-based compensation. The historical consolidated financial data of Anixter International have been impacted by a number of items more fully described in its Annual Report on SEC Form 10-K for the year ended January 2, 2015 and the Quarterly Report on Form 10-Q for the quarter ended July 3, 2015 and incorporated by reference in this offering memorandum. In addition, Adjusted EBITDA for the pro forma twelve months ended July 3, 2015 also excludes Power Solutions items of non-recurring employee related cost adjustments such as bonus, severance and corporate allocations, compensation related costs primarily related to true-up bonus expense for actual amounts paid, a restructuring charge from a restructuring event in the fourth quarter of fiscal year 2013, non-cash charges primarily related to removing the results of a small business divested and a reversal of excess reserves recorded in prior periods for inventory subsequently sold and stand-alone costs related to corporate allocations that are expected to be replaced by Anixter International stand-alone costs. EBITDA and Adjusted EBITDA are presented because we believe they are useful indicators of our performance and our ability to meet debt service requirements. They are not, however, intended as an alternative measure of operating results or cash flow from operations as determined in accordance with generally accepted accounting principles. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures used by other companies. The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net income from continuing operations:	

 	 	Fiscal Period Ended	 	 	   	 	Six Months
Ended	 	 	   	 	Twelve
Months
Ended	 	 	   	 	Pro Forma
Twelve
Months
Ended	 	
 	 	December 28,
2012	 	 	January 3,
2014	 	 	January 2,
2015	 	 	   	 	July 4,
2014	 	 	July 3,
2015	 	 	   	 	July 3,
2015	 	 	   	 	July 3,
2015	 	
(In millions)	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	   	 	 	 	 	   	 	 	 	
Net income from continuing operations	 	$	124.8	  	 	$	200.5	  	 	$	194.8	  	 	 	 	$	82.2	  	 	$	56.0	  	 	 	 	$	142.3	  	 	 	 	$	150.2	  	
Interest expense	 	 	59.7	  	 	 	47.4	  	 	 	48.1	  	 	 	 	 	19.1	  	 	 	26.9	  	 	 	 	 	55.2	  	 	 	 	 	85.5	  	
Income taxes	 	 	84.8	  	 	 	95.7	  	 	 	100.0	  	 	 	 	 	34.3	  	 	 	33.4	  	 	 	 	 	86.8	  	 	 	 	 	91.6	  	
Depreciation and amortization of intangibles	 	 	32.5	  	 	 	30.1	  	 	 	35.7	  	 	 	 	 	12.8	  	 	 	20.7	  	 	 	 	 	41.7	  	 	 	 	 	70.2	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	 	$	301.8	  	 	$	373.7	  	 	$	378.6	  	 	 	 	$	148.4	  	 	$	137.0	  	 	 	 	$	326.0	  	 	 	 	$	397.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange and other non-operating expense	 	 	13.2	  	 	 	11.2	  	 	 	18.0	  	 	 	 	 	11.6	  	 	 	7.5	  	 	 	 	 	11.9	  	 	 	 	 	11.7	  	
Stock-based compensation	 	 	14.6	  	 	 	13.6	  	 	 	13.8	  	 	 	 	 	6.0	  	 	 	6.9	  	 	 	 	 	13.5	  	 	 	 	 	16.3	  	
Impairment of goodwill and long-lived assets	 	 	48.5	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	 	 	—	  	
Pension-related charge	 	 	15.3	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	 	 	—	  	
Restructuring charge	 	 	10.1	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	5.3	  	 	 	 	 	5.3	  	 	 	 	 	6.3	  	
Inventory lower-of-cost-or-market adjustment	 	 	1.2	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	 	 	—	  	
Acquisition and integration costs	 	 	—	  	 	 	—	  	 	 	8.3	  	 	 	 	 	—	  	 	 	1.0	  	 	 	 	 	8.2	  	 	 	 	 	8.2	  	
Write-off of capitalized software	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	3.1	  	 	 	 	 	3.1	  	 	 	 	 	3.1	  	
Venezuelan customer bad debt expense	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	2.6	  	 	 	 	 	2.6	  	 	 	 	 	2.6	  	
Dilapidation provision	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	1.7	  	 	 	 	 	1.7	  	 	 	 	 	1.7	  	
Pension divestiture costs	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	0.4	  	 	 	 	 	0.4	  	 	 	 	 	0.4	  	
Power Solutions Non-recurring	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	 	 	11.2	  	
Power Solutions Non-cash charges	 	 	—	  	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	—	  	 	 	 	 	—	  	 	 	 	 	(1.1	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	404.7	  	 	$	398.5	  	 	$	418.7	  	 	 	 	$	166.0	  	 	$	165.5	  	 	 	 	$	372.7	  	 	 	 	$	457.9	  	

6

Power Solutions Business
The following table presents Power Solutions’ summary historical financial data for the periods and at the dates indicated. The summary historical financial data for the fiscal years ended February 2, 2014 and February 1, 2015 have been derived from Power Solutions’ audited financial statements and the notes thereto included elsewhere in this offering memorandum. The summary historical financial data for the three months ended May 4, 2014 and May 3, 2015 have been derived from Power Solutions’ unaudited historical financial statements included elsewhere in this offering memorandum, which have been prepared on a basis consistent with Power Solutions’ annual audited financial statements. In the opinion of Power Solutions’ management, such unaudited financial data reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.
Power Solutions’ historical results included below and elsewhere in this offering memorandum are not necessarily indicative of Power Solutions’ future performance.
The historical financial data presented below should be read in conjunction with Power Solutions’ audited financial statements and the related notes thereto, included elsewhere in this offering memorandum, and the section entitled “Unaudited Pro Forma Combined Financial Information.”

 	  	Fiscal Period Ended	 	  	Three Months
Ended	 	  	Twelve
Months
Ended	 	
 	  	February 2,
2014	 	 	February 1,
2015	 	  	May 4,
2014	 	  	May 3,
2015	 	  	May 3,
2015	 	
(In millions)	  	 	 	 	 	 	  	 	 	  	 	 	  	 	 	
Selected Income Statement Data	  				 				  				  				  				
Net sales	  	$	1,849.6	  	 	$	1,909.1	  	  	$	456.2	  	  	$	500.3	  	  	$	1,953.2	  	
Cost of goods sold	  	 	1,571.7	  	 	 	1,614.4	  	  	 	385.3	  	  	 	425.4	  	  	 	1,654.5	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross profit	  	 	277.9	  	 	 	294.7	  	  	 	70.9	  	  	 	74.9	  	  	 	298.7	  	
Operating expenses	  	 	244.8	  	 	 	253.1	  	  	 	62.4	  	  	 	64.2	  	  	 	254.9	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Operating income	  	 	33.1	  	 	 	41.6	  	  	 	8.5	  	  	 	10.7	  	  	 	43.8	  	
Interest expense	  	 	(50.1	) 	 	 	0.3	  	  	 	0.1	  	  	 	—	  	  	 	0.2	  	
Other, net	  	 	0.2	  	 	 	0.1	  	  	 	—	  	  	 	0.1	  	  	 	0.2	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Income before taxes	  	 	(16.8	) 	 	 	42.0	  	  	 	8.6	  	  	 	10.8	  	  	 	44.2	  	
Income tax expense	  	 	6.9	  	 	 	6.4	  	  	 	1.3	  	  	 	1.3	  	  	 	6.4	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income from continuing operations	  	$	(23.7	) 	 	$	35.6	  	  	$	7.3	  	  	$	9.5	  	  	$	37.8	  	
	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Other Financial Data	  				 				  				  				  				
Capital expenditures	  	$	12.3	  	 	$	7.2	  	  	$	1.2	  	  	$	0.8	  	  	$	6.8	  	
EBITDA(a)	  	$	58.0	  	 	$	67.9	  	  	$	14.9	  	  	$	17.5	  	  	$	70.5	  	
Adjusted EBITDA(a)	  	$	78.8	  	 	$	82.2	  	  	$	18.9	  	  	$	20.9	  	  	$	84.2	  	
Combined EBITDA(a)	  	$	74.1	  	 	$	77.5	  	  	$	17.7	  	  	$	19.7	  	  	$	79.5	  	
 
Notes:
 
(a)	EBITDA is defined as 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, stock-based compensation and other items impacting the comparability of	
 
7

 	results. Combined EBITDA is defined as Adjusted EBITDA, less the amounts Anixter International would have incurred to support the Power Solutions business. EBITDA, Adjusted EBITDA and Combined EBITDA are presented because we believe they are useful indicators of our performance and our ability to meet debt service requirements. They are not, however, intended as an alternative measure of operating results or cash flow from operations as determined in accordance with generally accepted accounting principles. EBITDA, Adjusted EBITDA and Combined EBITDA are not necessarily comparable to similarly titled measures used by other companies. The following table presents a reconciliation of EBITDA and Adjusted EBITDA to net income from continuing operations:	

 	 	Fiscal Period Ended	 	 	Three Months Ended	 	 	Twelve
Months Ended	 	
 	 	February 2,
2014	 	 	February 1,
2015	 	 	May 4,
2014	 	 	May 3,
2015	 	 	May 3,
2015	 	
(In millions)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income from continuing operations	 	$	(23.7	) 	 	$	35.6	  	 	$	7.3	  	 	$	9.5	  	 	$	37.8	  	
Interest expense	 	 	50.1	  	 	 	(0.3	) 	 	 	(0.1	) 	 	 	—	  	 	 	(0.2	) 	
Income taxes	 	 	6.9	  	 	 	6.4	  	 	 	1.3	  	 	 	1.3	  	 	 	6.4	  	
Depreciation	 	 	5.4	  	 	 	6.6	  	 	 	1.5	  	 	 	1.7	  	 	 	6.8	  	
Amortization of intangible assets	 	 	19.3	  	 	 	19.6	  	 	 	4.9	  	 	 	5.0	  	 	 	19.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	 	 	58.0	  	 	 	67.9	  	 	 	14.9	  	 	 	17.5	  	 	 	70.5	  	
Foreign exchange and other non-operating expense	 	 	(0.2	) 	 	 	(0.1	) 	 	 	—	  	 	 	(0.1	) 	 	 	(0.2	) 	
Non-recurring(i)	 	 	10.4	  	 	 	10.6	  	 	 	2.3	  	 	 	2.9	  	 	 	11.2	  	
Stock-based compensation(ii)	 	 	2.5	  	 	 	2.9	  	 	 	0.7	  	 	 	0.6	  	 	 	2.8	  	
Compensation related(iii)	 	 	1.6	  	 	 	(0.4	) 	 	 	(0.3	) 	 	 	0.1	  	 	 	0	  	
Restructuring charge(iv)	 	 	6.1	  	 	 	1.2	  	 	 	0.2	  	 	 	—	  	 	 	1.0	  	
Non-cash charges(v)	 	 	0.4	  	 	 	0.1	  	 	 	1.1	  	 	 	(0.1	) 	 	 	(1.1	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA(vi)	 	$	78.8	  	 	$	82.2	  	 	$	18.9	  	 	$	20.9	  	 	$	84.2	  	

 	(i)	Represents non-recurring employee related cost adjustments such as bonus, severance and corporate allocations.	
 
 	(ii)	Represents the non-cash charge for stock based compensation.	
 
 	(iii)	Primarily represents a true-up bonus expense to actual amounts paid.	
 
 	(iv)	Represents a charge related to the fourth quarter 2013 restructuring of the business.	
 
 	(v)	Primarily represents removing the results of a small business divested and a reversal of excess reserves recorded in prior periods for inventory subsequently sold.	
 
 	(vi)	Anixter International estimates that it would have incurred the following incremental costs to support the Power Solutions business. Adjusting for these costs, Combined EBITDA would have resulted in the following:	

 	  	Fiscal Period Ended	 	 	Three Months Ended	 	 	Twelve
Months
Ended	 	
 	  	February 2,
2014	 	 	February 1,
2015	 	 	May 4,
2014	 	 	May 3,
2015	 	 	May 3,
2015	 	
(In millions)	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	  	$	78.8	  	 	$	82.2	  	 	$	18.9	  	 	$	20.9	  	 	$	84.2	  	
Incremental costs	  	 	(4.7	) 	 	 	(4.7	) 	 	 	(1.2	) 	 	 	(1.2	) 	 	 	(4.7	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Combined EBITDA	  	$	74.1	  	 	$	77.5	  	 	$	17.7	  	 	$	19.7	  	 	$	79.5	  	

8

Exhibit 99.2
 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On July 15, 2015, Anixter International, Inc. through its wholly-owned subsidiary Anixter Inc. (Anixter) entered into a Purchase Agreement with HD Supply and certain subsidiaries of HD Supply pursuant to which Anixter has agreed, subject to the terms and conditions set forth therein, to acquire the equity interests of certain subsidiaries of HD Supply and certain assets that comprise HD Supply’s Power Solutions business (“Power Solutions”), in exchange for $825 million in cash (the “Acquisition”). We are buying Power Solutions on a cash-free, debt-free basis, and the purchase price is subject to adjustment based on Power Solutions’ working capital at closing.
The following unaudited pro forma combined financial statements have been prepared to give effect to the Acquisition and related financing, Anixter International’s acquisition of all of the outstanding shares of Tri-Northern Acquisition Holdings, Inc. (“Tri-Ed”) (which occurred on September 17, 2014), and Anixter International’s disposition of its OEM Supply - Fasteners business (which occurred on June 1, 2015) (collectively, the “Transactions”). The unaudited pro forma combined financial statements are based upon the historical financial statements of Anixter International, Power Solutions and Tri-Ed.
The unaudited pro forma combined balance sheet combines the historical consolidated balance sheet of Anixter International as of July 3, 2015 and the combined balance sheet of Power Solutions as of May 3, 2015, and reflects the pro forma effects of the Acquisition and related financing as if they had occurred on July 3, 2015. The unaudited pro forma combined statements of income for the fiscal year ended January 2, 2015 and for the trailing twelve month period ended July 3, 2015 combine the historical statements of income of Anixter International, Tri-Ed and Power Solutions, adjusted to reflect the pro forma effects of the Transactions as if they had occurred on January 4, 2014 . Due to the differing accounting periods of Anixter International and Power Solutions, the unaudited pro forma combined statement of income for the fiscal year ended January 2, 2015 combines the statement of income of Anixter International for the fiscal year ended January 2, 2015 and the statement of income of Power Solutions for the fiscal year ended February 1, 2015, and the unaudited pro forma combined statement of income for the trailing twelve month period ended July 3, 2015 combines the statement of income of Anixter International for the trailing twelve month period ended July 3, 2015 (included herein) with the statement of income of Power Solutions for the trailing twelve month period ended May 3, 2015 (also included herein).
The historical consolidated financial statements and notes thereto for Anixter International are incorporated by reference in this offering memorandum and the historical financial statements and notes thereto of Power Solutions are included elsewhere in this offering memorandum. Power Solutions’ results of operations will be included in Anixter International’s results of operations beginning upon the consummation of the Acquisition. The accompanying unaudited pro forma combined financial information and the historical financial information presented therein should be read in conjunction with and are qualified by the historical financial statements and notes thereto for Anixter International and Power Solutions described above. The historical financial statements of Power Solutions have been adjusted to reflect certain reclassifications to conform to Anixter International’s financial statement presentation.
The unaudited pro forma combined balance sheet and statements of income include pro forma adjustments which reflect transactions and events that (a) are directly attributable to the Transactions, (b) are factually supportable and (c) with respect to the statement of income, are expected to have a continuing impact on operating results. The pro forma adjustments are described in the accompanying combined notes to the unaudited pro forma combined financial statements.
The unaudited pro forma combined financial statements do not reflect the costs of any integration activities or the synergies expected from the Acquisition. We cannot assure you that we will not incur charges in excess of those included in the pro forma total consideration related to the Acquisition or that management will be successful in its efforts to integrate the operations of the companies. The unaudited pro forma combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been
 
1

consummated as of the dates presented nor is it necessarily indicative of our future operating results as Anixter International has not begun to functionally integrate Power Solutions’ operations into its existing operations. The pro forma adjustments are based upon information and assumptions available at the time of this offering memorandum and result in a preliminary allocation of the purchase price based on estimates of the fair value of the assets acquired and liabilities assumed. The fair value of certain assets acquired and liabilities assumed are preliminary, and final determination of required adjustments will be made only upon the completion of our fair value assessments. Anixter International has retained an independent valuation firm to assist in the fair value determination of identifiable intangible assets. Anixter International expects to finalize these values by the third quarter of fiscal 2016. In addition, Anixter International has not yet performed the due diligence necessary to identify all of the adjustments required to conform Power Solutions’ accounting policies to Anixter International’s accounting policies.
In addition, the unaudited pro forma combined financial information is based on certain financing assumptions, including type of financing, interest rates, amounts and timing of the issuance of debt. The actual financing obtained may differ materially from the information presented in the accompanying unaudited pro forma combined financial information and those differences could have a material impact on the unaudited pro forma combined financial information and the combined company’s future results of operations and financial performance.
The following table summarizes the estimated fair values of the assets we expect to acquire and liabilities we expect to assume in connection with the Acquisition:

(In millions)	  	May 3, 2015	 	
Cash	  	$	—	  	
Current assets, net	  	 	570.8	  	
Property and equipment	  	 	32.9	  	
Goodwill	  	 	246.0	  	
Intangible assets	  	 	263.0	  	
Other assets	  	 	4.4	  	
Current liabilities	  	 	276.6	  	
Non-current liabilities	  	 	15.5	  	
	  	 	 	 	
Total purchase price	  	$	825.0	  	
	  	 	 	 	
Identified intangible assets include customer relationships and non-compete agreements in the amount of $261.9 million and $1.1 million, respectively. The customer relationships and non-compete agreements have estimated useful lives of 11 - 14 years and 2 years, respectively, and are being amortized on a straight-line basis as it approximates the customer attrition patterns and best estimates the use pattern of the assets. These intangible assets have a weighted average useful life of approximately 12 years.
The excess of the purchase price over the tangible and identifiable intangible assets was recorded as goodwill and amounted to approximately $246.0 million. In accordance with current accounting standards, the goodwill will be tested for impairment as required by ASC 350, Intangibles — Goodwill and Other.
Additionally, because one of the entities acquired is a partnership for tax purposes, the tax basis of acquired assets and liabilities have been carried over at fair value and goodwill will be deductible for tax purposes.
Anixter International currently reports on a fiscal year that ends the Friday closest to December 31. Power Solutions currently reports on a fiscal year that ends the Sunday closest to January 31.
 
2

ANIXTER INTERNATIONAL INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET

 	 	July 3, 2015	 	 	May 3, 2015	 	 	Pro Forma
Adjustments(a)	 	 	Anixter
International
Inc.
Pro Forma	 	
 	 	Anixter
International
Inc.	 	 	Power
Solutions	 	 			 			
(In millions)	 	(Unaudited)	 	 	(Unaudited)	 	 	 	 	 	 	 	
ASSETS	 				 				 				 				
Current assets:	 				 				 				 				
Cash and cash equivalents	 	$	206.2	  	 	$	30.0	  	 	$	(136.2	)(1) 	 	$	100.0	  	
Accounts receivable	 	 	1,177.6	  	 	 	235.6	  	 	 	—	  	 	 	1,413.2	  	
Inventories	 	 	865.1	  	 	 	330.8	  	 	 	—	  	 	 	1,195.9	  	
Deferred income taxes	 	 	33.4	  	 	 	0.6	  	 	 	(0.6	)(8) 	 	 	33.4	  	
Other current assets	 	 	50.9	  	 	 	4.5	  	 	 	—	  	 	 	55.4	  	
Current assets of discontinued operations	 	 	47.6	  	 	 	—	  	 	 	—	  	 	 	47.6	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current assets	 	 	2,380.8	  	 	 	601.5	  	 	 	(136.8	) 	 	 	2,845.5	  	
Property and equipment, at cost	 	 	310.3	  	 	 	32.9	  	 	 	—	  	 	 	343.2	  	
Accumulated depreciation	 	 	(198.3	) 	 	 	—	  	 	 	—	  	 	 	(198.3	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net property and equipment	 	 	112.0	  	 	 	32.9	  	 	 	—	  	 	 	144.9	  	
Goodwill	 	 	577.3	  	 	 	211.4	  	 	 	34.6	(2) 	 	 	823.3	  	
Other assets	 	 	265.3	  	 	 	54.8	  	 	 	224.3	(3),(4) 	 	 	544.4	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	3,335.4	  	 	$	900.6	  	 	$	122.1	  	 	$	4,358.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 				 				 				 				
Current liabilities:	 				 				 				 				
Accounts payable	 	$	773.3	  	 	$	240.4	  	 	$	—	  	 	$	1,013.7	  	
Accrued expenses	 	 	193.3	  	 	 	36.3	  	 	 	(0.2	)(8) 	 	 	229.4	  	
Current liabilities of discontinued operations	 	 	29.8	  	 	 	—	  	 	 	—	  	 	 	29.8	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current liabilities	 	 	996.4	  	 	 	276.7	  	 	 	(0.2	) 	 	 	1,272.9	  	
Long-term debt	 	 	940.7	  	 	 	—	  	 	 	736.6	(5) 	 	 	1,677.3	  	
Other liabilities	 	 	198.0	  	 	 	9.7	  	 	 	5.9	(6) 	 	 	213.6	  	
Long-term liabilities of discontinued operations	 	 	4.5	  	 	 	—	  	 	 	—	  	 	 	4.5	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities	 	 	2,139.6	  	 	 	286.4	  	 	 	742.3	  	 	 	3,168.3	  	
Stockholders’ equity:	 				 				 				 				
Common stock	 	 	33.3	  	 	 	—	  	 	 	—	  	 	 	33.3	  	
Capital surplus	 	 	243.8	  	 	 	—	  	 	 	—	  	 	 	243.8	  	
Retained earnings	 	 	1,090.3	  	 	 	614.2	  	 	 	(620.2	)(7) 	 	 	1,084.3	  	
Accumulated other comprehensive loss:	 				 				 				 	 	—	  	
Foreign currency translation	 	 	(97.7	) 	 	 	—	  	 	 	—	  	 	 	(97.7	) 	
Unrecognized pension liability, net	 	 	(73.9	) 	 	 	—	  	 	 	—	  	 	 	(73.9	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total accumulated other comprehensive loss	 	 	(171.6	) 	 	 	—	  	 	 	—	  	 	 	(171.6	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	1,195.8	  	 	 	614.2	  	 	 	(620.2	) 	 	 	1,189.8	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	3,335.4	  	 	$	900.6	  	 	$	122.1	  	 	$	4,358.1	  	

(a)	See Note 2. “Pro Forma Adjustments” of the Notes to Unaudited Pro Forma Combined Financial Statements for a description of adjustments.	
 
3

ANIXTER INTERNATIONAL INC.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR FISCAL YEAR 2014

 	 	Fiscal Year Ended
January 2, 2015	 	 	Fiscal Year
Ended
February 1,
2015	 	 	Pro Forma
Adjustments
for Power
Solutions(d)	 	 	Pro
Forma
Combined	 	
 	 	Anixter
International
Inc.(a)	 	 	Adjustments	 	 	As
Adjusted
(b)	 	 	Tri-Ed
(c)	 	 	Anixter
International
Inc.
Adjusted	 	 	Power
Solutions	 	 			 			
(In millions)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	$	6,445.5	  	 	$	(938.5	) 	 	$	5,507.0	  	 	$	419.6	  	 	$	5,926.6	  	 	$	1,909.1	  	 	$ 	— 	  	 	$	7,835.7	  	
Cost of goods sold	 	 	4,977.1	  	 	 	(709.4	) 	 	 	4,267.7	  	 	 	338.0	  	 	 	4,605.7	  	 	 	1,614.4	  	 	 	—	  	 	 	6,220.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	1,468.4	  	 	 	(229.1	) 	 	 	1,239.3	  	 	 	81.6	  	 	 	1,320.9	  	 	 	294.7	  	 	 	—	  	 	 	1,615.6	  	
Operating expenses	 	 	1,107.5	  	 	 	(178.3	) 	 	 	929.2	  	 	 	62.3	  	 	 	991.5	  	 	 	253.1	  	 	 	2.1	(1) 	 	 	1,246.7	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	 	 	360.9	  	 	 	(50.8	) 	 	 	310.1	  	 	 	19.3	  	 	 	329.4	  	 	 	41.6	  	 	 	(2.1	) 	 	 	368.9	  	
Other expense:	 				 				 				 				 				 				 				 				
Interest expense	 	 	(48.1	) 	 	 	3.6	  	 	 	(44.5	) 	 	 	(10.1	) 	 	 	(54.6	) 	 	 	0.3	  	 	 	(30.5	)(2)(3) 	 	 	(84.8	) 	
Other, net	 	 	(18.0	) 	 	 	2.0	  	 	 	(16.0	) 	 	 	(0.4	) 	 	 	(16.4	) 	 	 	0.1	  	 	 	—	  	 	 	(16.3	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before taxes	 	 	294.8	  	 	 	(45.2	) 	 	 	249.6	  	 	 	8.8	  	 	 	258.4	  	 	 	42.0	  	 	 	(32.6	) 	 	 	267.8	  	
Income tax expense	 	 	100.0	  	 	 	(13.8	) 	 	 	86.2	  	 	 	2.3	  	 	 	88.5	  	 	 	6.4	  	 	 	(2.8	)(4) 	 	 	92.1	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income from continuing operations	 	$	194.8	  	 	$	(31.4	) 	 	$	163.4	  	 	$	6.5	  	 	$	169.9	  	 	$	35.6	  	 	$	(29.8	) 	 	$	175.7	  	

(a)	As reported in the Company’s SEC Form 10-K for fiscal year 2014 and incorporated by reference.	
 
(b)	To reflect the sale of the Company’s Fasteners business as disclosed in the Company’s Form 8-K filed on June 3, 2015 and incorporated by reference.	
 
(c)	To reflect the results of operations of the Tri-Ed business from the beginning of fiscal year 2014 through the date of acquisition of September 17, 2014.	
 
(d)	See Note 2. “Pro Forma Adjustments” of the Notes to Unaudited Pro Forma Combined Financial Statements for a description of adjustments.	
 
4

UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
FOR THE TRAILING TWELVE MONTHS ENDED JULY 3, 2015

 	  	Anixter
International
Inc.	 	 	Power
Solutions	 	  	Pro Forma
Adjustments
for Power
Solutions(d)	 	 	Pro Forma
Combined	 	
 	  	Trailing Twelve
Months Ended
July 3, 2015(a)	 	 	Trailing Twelve
Months Ended
May 3, 2015(b)	 	  			 			
(In millions)	  	 	 	 	 	 	  	 	 	 	 	 	
Net sales	  	$	5,884.1	  	 	$	1,953.2	  	  	$ 	— 	  	 	$	7,837.3	  	
Cost of goods sold	  	 	4,577.6	  	 	 	1,654.5	  	  	 	—	  	 	 	6,232.1	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Gross profit	  	 	1,306.5	  	 	 	298.7	  	  	 	—	  	 	 	1,605.2	  	
Operating expenses	  	 	1,010.3	  	 	 	254.9	  	  	 	1.0	(1) 	 	 	1,266.2	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Operating income	  	 	296.2	  	 	 	43.8	  	  	 	(1.0	) 	 	 	339.0	  	
Other expense:	  				 				  				 				
Interest expense	  	 	(55.2	) 	 	 	0.2	  	  	 	(30.5	)(2)(3) 	 	 	(85.5	) 	
Other, net	  	 	(11.9	) 	 	 	0.2	  	  	 	—	  	 	 	(11.7	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Income from continuing operations before taxes	  	 	229.1	  	 	 	44.2	  	  	 	(31.5	) 	 	 	241.8	  	
Income tax expense	  	 	86.8	  	 	 	6.4	  	  	 	(1.6	)(4) 	 	 	91.6	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net income from continuing operations	  	$	142.3	  	 	$	37.8	  	  	$	(29.9	) 	 	$	150.2	  	

(a)	The table below shows the calculation for the Anixter International Inc. Trailing Twelve Months Ended July 3, 2015:	

 	  	Year Ended
January 2,
2015	 	  	Six Months Ended	 	  	Trailing Twelve
Months Ended
July 3, 2015	 	
 	  			  	July 4,
2014(c)	 	  	July 3,
2015(c)	 	  			
 	  	As Adjusted	 	  	As Adjusted	 	  	 	 	  	 	 	
(In millions)	  	 	 	  	 	 	  	 	 	  	 	 	
Net sales	  	$	5,926.6	  	  	$	2,908.0	  	  	$	2,865.5	  	  	$	5,884.1	  	
Cost of goods sold	  	 	4,605.7	  	  	 	2,255.4	  	  	 	2,227.3	  	  	 	4,577.6	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross profit	  	 	1,320.9	  	  	 	652.6	  	  	 	638.2	  	  	 	1,306.5	  	
Operating expenses	  	 	991.5	  	  	 	495.6	  	  	 	514.4	  	  	 	1,010.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Operating income	  	 	329.4	  	  	 	157.0	  	  	 	123.8	  	  	 	296.2	  	
Other expense:	  				  				  				  				
Interest expense	  	 	(54.6	) 	  	 	(26.3	) 	  	 	(26.9	) 	  	 	(55.2	) 	
Other, net	  	 	(16.4	) 	  	 	(12.0	) 	  	 	(7.5	) 	  	 	(11.9	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Income from continuing operations before taxes	  	 	258.4	  	  	 	118.7	  	  	 	89.4	  	  	 	229.1	  	
Income tax expense	  	 	88.5	  	  	 	35.1	  	  	 	33.4	  	  	 	86.8	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income from continuing operations	  	$	169.9	  	  	$	83.6	  	  	$	56.0	  	  	$	142.3	  	

5

(b)	The table below shows the calculation for the Power Solutions Trailing Twelve Months Ended May 3, 2015:	

 	  	Year Ended
February 1,
2015	 	  	Three Months
Ended	 	  	Trailing Twelve
Months Ended
May 3, 2015	 	
 	  			  	May 4,
2014	 	  	May 3,
2015	 	  			
(In millions)	  	 	 	  	 	 	  	 	 	  	 	 	
Net sales	  	$	1,909.1	  	  	$	456.2	  	  	$	500.3	  	  	$	1,953.2	  	
Cost of goods sold	  	 	1,614.4	  	  	 	385.3	  	  	 	425.4	  	  	 	1,654.5	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross profit	  	 	294.7	  	  	 	70.9	  	  	 	74.9	  	  	 	298.7	  	
Operating expenses	  	 	253.1	  	  	 	62.4	  	  	 	64.2	  	  	 	254.9	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Operating income	  	 	41.6	  	  	 	8.5	  	  	 	10.7	  	  	 	43.8	  	
Other expense:	  				  				  				  				
Interest expense	  	 	0.3	  	  	 	0.1	  	  	 	—	  	  	 	0.2	  	
Other, net	  	 	0.1	  	  	 	—	  	  	 	0.1	  	  	 	0.2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Income from continuing operations before taxes	  	 	42.0	  	  	 	8.6	  	  	 	10.8	  	  	 	44.2	  	
Income tax expense	  	 	6.4	  	  	 	1.3	  	  	 	1.3	  	  	 	6.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income from continuing operations	  	$	35.6	  	  	$	7.3	  	  	$	9.5	  	  	$	37.8	  	

(c)	The table below shows the calculation for the Anixter International Inc. Six Months Ended July 4, 2014 and July 3, 2015:	

 	  	Six Months Ended July 4, 2014	 	  	Six Months
Ended July 3,
2015	 	
 	  	As
Reported(e)	 	  	Tri-Ed(f)	 	  	As
Adjusted	 	  	As
Reported(e)	 	
(In millions)	  	 	 	  	 	 	  	 	 	  	 	 	
Net sales	  	$	2,617.3	  	  	$	290.7	  	  	$	2,908.0	  	  	$	2,865.5	  	
Cost of goods sold	  	 	2,022.2	  	  	 	233.2	  	  	 	2,255.4	  	  	 	2,227.3	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Gross profit	  	 	595.1	  	  	 	57.5	  	  	 	652.6	  	  	 	638.2	  	
Operating expenses	  	 	447.9	  	  	 	47.7	  	  	 	495.6	  	  	 	514.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Operating income	  	 	147.2	  	  	 	9.8	  	  	 	157.0	  	  	 	123.8	  	
Other expense:	  				  				  				  				
Interest expense	  	 	(19.1	) 	  	 	(7.2	) 	  	 	(26.3	) 	  	 	(26.9	) 	
Other, net	  	 	(11.6	) 	  	 	(0.4	) 	  	 	(12.0	) 	  	 	(7.5	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Income from continuing operations before taxes	  	 	116.5	  	  	 	2.2	  	  	 	118.7	  	  	 	89.4	  	
Income tax expense	  	 	34.3	  	  	 	0.8	  	  	 	35.1	  	  	 	33.4	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net income from continuing operations	  	$	82.2	  	  	$	1.4	  	  	$	83.6	  	  	$	56.0	  	

(d)	See Note 2. “Pro Forma Adjustments” of the Notes to Unaudited Pro Forma Combined Financial Statements for a description of adjustments.	
 
(e)	As reported in the Company’s SEC Form 10-Q filing for the quarter ended July 3, 2015.	
 
(f)	To reflect the results of operations of the Tri-Ed business from the beginning of fiscal year 2014.	
 
6

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
 
1.	Basis of Presentation	
The accompanying unaudited pro forma combined financial statements present the pro forma results of operations of Anixter International and Power Solutions on a combined basis based on the historical financial information of each company after giving effect to the Acquisition and related financing, Anixter International’s acquisition of all of the outstanding shares of Tri-Northern Acquisition Holdings, Inc. (“Tri-Ed”) (which occurred on September 17, 2014), and Anixter International’s disposition of its OEM Supply- Fasteners business (which occurred on June 1, 2015) (collectively, the “Transactions”). The unaudited pro forma combined statements of operations have been prepared assuming the Transactions occurred on January 4, 2014. The unaudited pro forma combined balance sheet as of July 3, 2015 reflects the Transactions as if they had occurred on that date.
In accordance with GAAP, the Transactions are being accounted for using the purchase method of accounting. As a result, the unaudited pro forma combined balance sheet has been adjusted to reflect the preliminary allocation of the purchase price to identify net assets acquired based primarily on the Company’s review of a fair value assessment and the excess purchase price to goodwill. The Power Solutions purchase price allocation in these unaudited pro forma combined financial statements is based upon a purchase price of approximately $825 million.
 
2.	Pro Forma Adjustments	
The following are brief descriptions of each of the pro forma adjustments included in the unaudited pro forma combined financial statements to reflect the financing arrangement and acquisition adjustments:
Balance Sheet
 
 	(1)	To record the cash received from new indebtedness, less associated issuance costs, net of repayment of existing debt and the acquisition purchase price.	
 
 	(2)	To record estimated incremental goodwill of $34.6 million.	
 
 	(3)	To record estimated incremental intangible assets of $212.5 million.	
 
 	(4)	To record estimated debt issuance costs of $11.8 million.	
 
 	(5)	To record proceeds from the incurrence of $932.9 million in principal amount of new indebtedness net of repayment of existing debt of $196.3 million.	
 
 	(6)	To record a $5.9 million deferred tax asset for the amortization of intangible assets acquired that are not deductible for tax purposes.	
 
 	(7)	To remove the pre-acquisition equity of Power Solutions.	
 
 	(8)	To remove certain miscellaneous assets and liabilities from Power Solutions’ balance sheet that are not expected to be included in the balance sheet at the closing of the Acquisition.	
Income Statement
 
 	(1)	To record an increase of amortization expense on the fair value of identified intangible assets, which include customer relationships and non-compete agreements in the amount of $261.9 million and $1.1 million, respectively. The customer relationships and non-compete agreements have estimated useful lives of 11—14 years and 2 years, respectively, and are being amortized on a straight-line basis. Goodwill resulting from the acquisition is not amortized.	
 
7

 	(2)	To record an increase in estimated interest expense of $29 million on the $736.6 million of incremental indebtedness of Anixter International expected to be incurred in connection with the financing of the Acquisition. Estimated interest expense has been calculated based on an assumed blended interest rate of 3.9%. See discussion of the impact of a change in interest rates within Note 3. “Pro Forma Interest Expense” to these unaudited pro forma combined financial statements.	
 
 	(3)	To record estimated amortization of debt issuance costs.	
 
 	(4)	To record the effective statutory tax rate of 38% on pro forma adjustments and the pre-tax income of Power Solutions.	
 
3.	Pro Forma Interest Expense	
An immediate change of 10 basis points in the interest rate would cause a change in pro forma interest expense of approximately $0.7 million on an annual basis.
 
8

Exhibit 99.3
 INDEX
HD Supply Power Solutions Business Audited Combined Financial Statements
					
 	  	Page	 	
		
Independent Auditor’s Report	  	 	F-2	  	
		
Combined Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended February  1, 2015 and February 2, 2014	  	 	F-3	  	
		
Combined Balance Sheets as of February 1, 2015 and February 2, 2014	  	 	F-4	  	
		
Combined Statements of Owner’s Equity for the fiscal years ended February  1, 2015 and February 2, 2014	  	 	F-5	  	
		
Combined Statements of Cash Flows for the fiscal years ended February 1, 2015 and February  2, 2014	  	 	F-6	  	
		
Notes to Combined Financial Statements	  	 	F-7	  	
HD Supply Power Solutions Business Unaudited Combined Financial Statements

 	  	Page	 	
		
Combined Statements of Operations and Comprehensive Income (Loss) for the three months ended May  3, 2015 and May 4, 2014 (unaudited)	  	 	F-25	  	
		
Combined Balance Sheets as of May 3, 2015 and February 1, 2015 (unaudited)	  	 	F-26	  	
		
Combined Statements of Owner’s Equity for the three months ended May 3, 2015 and May  4, 2014 (unaudited)	  	 	F-27	  	
		
Combined Statements of Cash Flows for the three months ended May 3, 2015 and May  4, 2014 (unaudited)	  	 	F-28	  	
		
Notes to Combined Financial Statements (unaudited)	  	 	F-29	  	
 
F-1

 INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Management of HD Supply, Inc.
We have audited the accompanying combined financial statements of the HD Supply Power Solutions Business, a business of HD Supply, Inc., which comprise the combined balance sheets as of February 1, 2015 and February 2, 2014, and the related combined statements of operations and comprehensive income (loss), of owner’s equity and of cash flows for the years then ended.
Management’s Responsibility for the Combined Financial Statements
Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the HD Supply Power Solutions Business, a business of HD Supply, Inc. at February 1, 2015 and February 2, 2014, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
June 12, 2015
 
F-2

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Amounts in thousands

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	 	February 2,
2014	 	
			
Net sales	  	 	$ 1,909,136	  	 	 	$ 1,849,564	  	
Cost of sales	  	 	1,614,395	  	 	 	1,571,669	  	
	  	 	 	 	 	 	 	 	
Gross Profit	  	 	294,741	  	 	 	277,895	  	
Operating expenses:	  				 				
Selling, general and administrative	  	 	225,728	  	 	 	217,388	  	
Depreciation and amortization	  	 	26,164	  	 	 	24,678	  	
Restructuring charge	  	 	1,225	  	 	 	2,718	  	
	  	 	 	 	 	 	 	 	
Total operating expenses	  	 	253,117	  	 	 	244,784	  	
Operating Income	  	 	41,624	  	 	 	33,111	  	
Interest (income) expense, net	  	 	(316	) 	 	 	50,082	  	
Other (income) expense, net	  	 	(18	) 	 	 	(175	) 	
	  	 	 	 	 	 	 	 	
Income (Loss) Before Provision for Income Taxes	  	 	41,958	  	 	 	(16,796	) 	
Provision for income taxes	  	 	6,329	  	 	 	6,864	  	
	  	 	 	 	 	 	 	 	
Net Income (Loss)	  	$	35,629	  	 	$	(23,660	) 	
	  	 	 	 	 	 	 	 	
Other comprehensive loss — foreign currency translation adjustment	  	 	(9,189	) 	 	 	(9,897	) 	
	  	 	 	 	 	 	 	 	
Total Comprehensive Income (Loss)	  	$	26,440	  	 	$	(33,557	) 	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-3

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED BALANCE SHEETS
Amounts in thousands

 	  	February 1,
2015	 	 	February 2,
2014	 	
ASSETS	  				 				
Current assets:	  				 				
Cash and cash equivalents	  	$	23,656	  	 	$	31,743	  	
Receivables, less allowance for doubtful accounts of $1,438 and $2,019	  	 	231,933	  	 	 	240,395	  	
Receivables from affiliates	  	 	69	  	 	 	187	  	
Inventories	  	 	310,948	  	 	 	281,027	  	
Deferred tax assets	  	 	548	  	 	 	706	  	
Other current assets	  	 	4,272	  	 	 	2,959	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	571,426	  	 	 	557,017	  	
	  	 	 	 	 	 	 	 	
Property and equipment, net	  	 	32,903	  	 	 	32,513	  	
Goodwill	  	 	210,820	  	 	 	212,895	  	
Intangible assets, net	  	 	55,083	  	 	 	73,544	  	
Other assets	  	 	4,329	  	 	 	5,187	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	874,561	  	 	$	881,156	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND OWNER’S EQUITY	  				 				
Current liabilities:	  				 				
Accounts payable	  	$	216,208	  	 	$	212,362	  	
Accrued compensation and benefits	  	 	23,624	  	 	 	20,636	  	
Payables to affiliates	  	 	205	  	 	 	95	  	
Other current liabilities	  	 	21,687	  	 	 	10,267	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	261,724	  	 	 	243,360	  	
	  	 	 	 	 	 	 	 	
Other liabilities	  	 	8,922	  	 	 	9,635	  	
	  	 	 	 	 	 	 	 	
Total liabilities	  	 	270,646	  	 	 	252,995	  	
	  	 	 	 	 	 	 	 	
Owner’s Equity:	  				 				
Owner’s net investment	  	 	618,838	  	 	 	633,895	  	
Accumulated Other Comprehensive Loss — foreign currency	  	 	(14,923	) 	 	 	(5,734	) 	
	  	 	 	 	 	 	 	 	
Total owner’s equity	  	 	603,915	  	 	 	628,161	  	
	  	 	 	 	 	 	 	 	
Total liabilities and owner’s equity	  	$	874,561	  	 	$	881,156	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-4

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED STATEMENTS OF OWNER’S EQUITY
Amounts in thousands

 	  	Owner’s
Net
Investment	 	 	Accumulated
Other
Comprehensive
Income (Loss)	 	 	Total Equity	 	
Owner’s equity at February 3, 2013	  	$	8,877	  	 	$	4,163	  	 	$	13,040	  	
Net loss	  	 	(23,660	) 	 				 	 	(23,660	) 	
Net Contribution from Parent	  	 	648,678	  	 				 	 	648,678	  	
Other comprehensive loss:	  				 				 				
Foreign currency translation adjustment	  				 	 	(9,897	) 	 	 	(9,897	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Owner’s equity at February 2, 2014	  	$	633,895	  	 	$	(5,734	) 	 	$	628,161	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	35,629	  	 				 	 	35,629	  	
Net Distribution to Parent	  	 	(50,686	) 	 				 	 	(50,686	) 	
Other comprehensive loss:	  				 				 				
Foreign currency translation adjustment	  				 	 	(9,189	) 	 	 	(9,189	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Owner’s equity at February 1, 2015	  	$	618,838	  	 	$	(14,923	) 	 	$	603,915	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-5

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED STATEMENTS OF CASH FLOWS
Amounts in thousands

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	 	February 2,
2014	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	  				 				
Net income (loss)	  	$	35,629	  	 	$	(23,660	)  	
Reconciliation of net income (loss) to net cash provided by operating activities:	  				 				
Depreciation and amortization	  	 	26,164	  	 	 	24,678	  	
Provision for uncollectibles	  	 	339	  	 	 	(349	) 	
Non-cash interest charges from parent	  	 	—	  	 	 	50,336	  	
Non-cash allocation charges from parent	  	 	7,655	  	 	 	8,527	  	
Stock-based compensation expense	  	 	2,878	  	 	 	2,537	  	
Deferred income taxes	  	 	882	  	 	 	421	  	
Non-cash restructuring charge	  	 	—	  	 	 	3,415	  	
Other non-cash adjustments	  	 	573	  	 	 	772	  	
Changes in assets and liabilities:	  				 				
(Increase) decrease in receivables	  	 	3,261	  	 	 	(7,791	) 	
Increase in inventories	  	 	(31,820	) 	 	 	(15,076	) 	
Increase in other current assets	  	 	(1,320	) 	 	 	(638	) 	
(Increase) decrease in other assets	  	 	77	  	 	 	(138	) 	
Increase in accounts payable	  	 	5,216	  	 	 	2,954	  	
Change in net receivables from /payables to affiliates	  	 	229	  	 	 	(110	) 	
Increase (decrease) in accrued liabilities	  	 	13,982	  	 	 	(948	) 	
Decrease in other long-term liabilities	  	 	(1,116	) 	 	 	(2,055	) 	
	  	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	62,629	  	 	 	42,875	  	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	  				 				
Capital expenditures	  	 	(7,152	) 	 	 	(12,331	) 	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(7,152	) 	 	 	(12,331	) 	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	  				 				
Net cash distribution to parent	  	 	(61,336	) 	 	 	(17,577	) 	
	  	 	 	 	 	 	 	 	
Net cash used in financing activities	  	 	(61,336	) 	 	 	(17,577	) 	
	  	 	 	 	 	 	 	 	
Effect of exchange rates on cash and cash equivalents	  	 	(2,228	) 	 	 	(3,107	) 	
Increase (decrease) in cash and cash equivalents	  	$	(8,087	) 	 	$	9,860	  	
Cash and cash equivalents at beginning of period	  	 	31,743	  	 	 	21,883	  	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	  	$	23,656	  	 	$	31,743	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-6

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
 NOTES TO THE COMBINED FINANCIAL STATEMENTS
Dollars in thousands, except per share amounts
NOTE 1 — BASIS OF PRESENTATION & DESCRIPTION OF BUSINESS
Basis of Presentation
The accompanying combined financial statements present the results of operations, financial position and cash flows of HD Supply Power Solutions, Ltd., HDS Power Solutions, Inc. (MI), and a division of HD Supply Canada, Inc. (combined “HD Supply Power Solutions Business,” or the “Company,” or “Power Solutions”), each wholly owned, indirect subsidiaries of HD Supply, Inc. (“HD Supply” or “Parent”).
The preparation of these financial statements includes the use of “push down” accounting procedures wherein certain assets, liabilities and expenses historically recorded or incurred at the Parent level, which related to or were incurred on behalf of the Company and have been identified and allocated or pushed down as appropriate to reflect the financial results of the Company for the periods presented. Assets include items such as rebate receivables; liabilities include items such as employee benefit accruals and insurance accruals; expenses include services for items such as human resources, tax, accounting, information technology, legal, internal audit, operations and treasury. Allocations were made based on specific identification where practicable. In instances where specific identification was deemed not practicable, allocations were made based on allocation-specific, appropriate metrics including, but not limited to, revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”), branch count and employee count. Management believes the methodology applied in the allocation of these costs is reasonable. HD Supply’s net investment in the Company is shown as owner’s net investment in the Combined Balance Sheets.
No third-party debt has been allocated to the Company from HD Supply. Interest expense included in these financial statements reflects the terms of the intercompany debt agreement between HD Supply Holdings, LLC, a wholly owned subsidiary of HD Supply, Inc., and the Company. These terms may not be indicative of terms reached on a third-party basis. These combined financial statements may not necessarily be indicative of the cost structure or results of operations that would have existed if the Company operated as a stand-alone, independent business. Further, a change in the parent company’s size and cost structure may result in additional or fewer expenses.
Description of Business
Power Solutions distributes electrical transmission and distribution products, power plant MRO supplies and smart grid products, and arranges materials management and procurement outsourcing for the power generation and distribution industries. The Company serves four distinct customer end markets: Investor-Owned Utilities (“IOU”), Public Power, Construction, and Industrial. Power Solutions serves electric power plant customers primarily through a bid based model and, to a lesser extent, sells MRO products through print catalogs. Products include conductors such as wire and cable, transformers, overhead transmission and distribution hardware, switches, protective devices and underground distribution, connectors used in the construction or maintenance and repair of electricity transmission and substation distribution infrastructure, and electrical wire and cable, switchgear, supplies, lighting and conduit used in non-residential and residential construction. Power Solutions also provides materials management and procurement outsourcing services. Power Solutions’ capabilities allow the Company to integrate with its customers and perform part of their sourcing and procurement function. The Company operates through a network of 123 branches in the United States across 30 states and 4 branches in Canada in 4 provinces.
Principles of Combination
The combined financial statements present the results of operations, financial position and cash flows of Power Solutions. All material intercompany balances and transactions have been eliminated.
 
F-7

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Fiscal Year
HD Supply Power Solutions’ fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. Fiscal years ended February 1, 2015 (“fiscal 2014”) and February 2, 2014 (“fiscal 2013”) both included 52 weeks.
Legal Entity & Geographic Information
Power Solutions is the combination of HD Supply’s Utilities and Electrical businesses. These businesses, operating as one segment, are held in three legal entities: HD Supply Power Solutions, Ltd., HDS Power Solutions, Inc. (MI), and a division of HD Supply Canada, Inc. Effective February 4, 2013 (the first day of fiscal 2013), through a series of transactions, HD Supply Electrical, Ltd. was merged with HD Supply Utilities, Ltd., which was subsequently renamed HD Supply Power Solutions, Ltd.
Power Solutions operates in the United States and Canada. Net sales for Power Solutions outside the United States, primarily Canada, were $230,336 and $276,491 in fiscal 2014 and fiscal 2013, respectively. Long-lived assets of Power Solutions in Canada were $14,966 and $17,799 as of February 1, 2015 and February 2, 2014, respectively.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
Management has made a number of estimates and assumptions relating to the reporting of certain assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses in preparing the elements of these financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Actual results could differ from these estimates. Also, as discussed in Note 1, these financial statements include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if the Company had been operated as a separate entity or the future results of the Company.
Cash and Cash Equivalents
HD Supply Power Solutions considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Allowance for Doubtful Accounts
Accounts receivable are evaluated for collectability based on numerous factors, including past transaction history with customers, their credit worthiness, and an assessment of lien and bond rights. An allowance for doubtful accounts is estimated as a percentage of aged receivables. This estimate is periodically adjusted when management becomes aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filing) or as a result of changes in historical collection patterns.
Inventories
Inventories are carried at the lower of cost or market. The cost of substantially all inventories is determined by the weighted average cost method. Inventory value is evaluated at each balance sheet date to ensure that it is carried at the lower of cost or market. This evaluation includes an analysis of historical physical inventory results, a review of excess and obsolete inventories based on inventory aging, and anticipated future demand. Periodically, perpetual inventory records are adjusted to reflect declines in net realizable value below inventory carrying cost.
 
F-8

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Property and Equipment
Property and equipment are recorded at cost and depreciated using the straight-line method based on the following estimated useful lives of the assets:

		
Buildings and improvements	  	 	5 –45 years	  	
Transportation equipment	  	 	5 – 7 years	  	
Furniture, fixtures and equipment	  	 	3 –10 years	  	
Capitalized Software Costs
The Company capitalizes certain software costs, which are being amortized on a straight-line basis over the estimated useful lives of the software, ranging from 3 to 6 years. At February 1, 2015 and February 2, 2014 capitalized software costs of the Company totaled $1,479 and $1,926, respectively, net of accumulated amortization of $5,628 and $4,525, respectively. Amortization of capitalized software costs totaled $1,106 and $780 in fiscal 2014 and fiscal 2013, respectively.
Goodwill
Goodwill represents the excess of purchase price over fair value of net assets acquired. Power Solutions does not amortize goodwill, but does assess the recoverability of goodwill on an annual basis or whenever events or circumstances indicate that it is “more likely than not” that the fair value of its reporting unit has dropped below its carrying value. During fiscal 2014, the Company changed the timing of the annual impairment test from the third quarter to the fourth quarter. The Company believes this change is preferable since it better aligns the test with the preparation of its annual long-range forecasts. There were no goodwill impairment charges recorded in fiscal 2014 or fiscal 2013.
Intangible Assets
Intangible assets consist primarily of customer relationships and leasehold interests related to operating leases and are amortized using the straight-line method over the shorter of their asset life or the lease term. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment may exist. All of the Company’s intangible assets are subject to amortization. No impairments of intangible assets were identified during fiscal 2014 or fiscal 2013.
Impairment of Long-Lived Assets
Long-lived assets, including property and equipment, are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. To analyze recoverability, undiscounted future cash flows over the remaining life of the asset are projected. If these projected cash flows are less than the carrying amount, an impairment loss is recognized to the extent the fair value of the asset less any costs of disposition is less than the carrying amount of the asset. Judgments regarding the existence of impairment indicators are based on market and operational performance. Evaluating potential impairment also requires estimates of future operating results and cash flows. No material impairments of long-lived assets were identified during fiscal 2014 or fiscal 2013.
 
F-9

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Self-Insurance
HD Supply has a high deductible insurance program for most losses related to general liability, product liability, environmental liability, automobile liability, workers’ compensation, and is self-insured for medical claims and certain legal claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability in the accompanying Combined Balance Sheets. HD Supply’s self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience. These self-insurance programs have been allocated to the Company using reasonable methodologies such as sales, payroll and headcount information. At February 1, 2015 and February 2, 2014, the Company’s self-insurance liabilities totaled $7,293 and $7,308, respectively.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable, accrued compensation and benefits and other current liabilities approximate fair value due to the short-term nature of these financial instruments. The Company’s long-term financial assets and liabilities are recorded at historical costs.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed and determinable and collectability is reasonably assured.
The Company ships products to customers by third party carriers and its internal fleet. Revenues, net of sales tax and allowances for returns and discounts, are recognized from product sales when title to the products is passed to the customer, which generally occurs at the point of destination for products shipped by internal fleet and at the point of shipping for products shipped by third party carriers. Revenues related to services are recognized in the period the services are performed and were approximately $28,570 and $11,064 in fiscal 2014 and fiscal 2013, respectively.
Shipping and Handling Fees and Costs
The Company includes shipping and handling fees billed to customers in Net revenues. Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through Cost of revenues as inventories are sold. Shipping and handling costs associated with outbound freight are included in Selling, general and administrative expenses and totaled $12,888 and $12,303 in fiscal 2014 and fiscal 2013, respectively.
Advertising
Advertising costs are charged to expense as incurred. Advertising expenses, which are included in Selling, general and administrative expenses, were approximately $695 and $1,126 in fiscal 2014 and fiscal 2013, respectively.
 
F-10

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Income Taxes
The Company provides for federal, state and foreign income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Federal, state and foreign tax benefits are recorded as a reduction of income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date.
Comprehensive Income (Loss)
Comprehensive income (loss) includes Net income (loss) adjusted for certain revenues, expenses, gains and losses that are excluded from net income under U.S. GAAP. Adjustments to net income are for foreign currency translation adjustments.
Foreign Currency Translation
Assets and liabilities of foreign subsidiaries with a functional currency of Canadian dollars are translated into U.S. dollars at the current rate of exchange on the last day of the reporting period. Revenues, expenses and equity transactions are translated at a monthly average exchange rate.
Concentration of Credit Risk
The majority of the Company’s revenues are credit sales which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the construction industry in the areas where they operate. Concentration of credit risk with respect to trade accounts receivable is limited by the large number of customers comprising the Company’s customer base. The Company performs ongoing credit evaluations of its customers.
Leases
Leases are reviewed for capital or operating classification at their inception under the guidance of Accounting Standard Codification (“ASC”) 840, Leases. The Company uses its incremental borrowing rate in the assessment of lease classification and assumes the initial lease term includes renewal options that are reasonably assured. The Company conducts operations primarily under operating leases. For leases classified as operating leases, the Company records rent expense on a straight-line basis, over the lease term beginning with the date the Company has access to the property which in some cases is prior to commencement of lease payments. Accordingly, the amount of rental expense recognized in excess of lease payments is recorded as a deferred rent liability and is amortized to rental expense over the remaining term of the lease.
Stock-Based Compensation
Certain employees of the Company participate in the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”), which was established on June 26, 2013 by HD Supply Holdings, Inc. (“Holdings”), the parent company of HD Supply. The Plan provides for stock based awards to employees,
 
F-11

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
consultants and directors, including stock options, stock purchase rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock based awards. The Plan replaces and succeeds the HDS Investment Holding, Inc. Stock Incentive Plan, as amended effective April 11, 2011 (the “Stock Incentive Plan”), and, from and after June 26, 2013, no further awards will be made under the Stock Incentive Plan. Both plans are accounted for under ASC 718, Compensation—Stock Compensation, which requires the recognition of share based compensation costs in the financial statements. The Company includes these costs in Selling, general and administrative expense in the Combined Statements of Operations and Comprehensive Income (Loss).
Recent Accounting Pronouncements
Revenue recognition — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from contracts with customers” (“ASU 2014-09”). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Entities have the option of using either a full retrospective or modified approach to adopt the guidance. ASU 2014-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016 (early adoption is not permitted). In April 2015, the FASB proposed a one-year delay in the effective date of ASU 2014-09 and a permission to early adopt for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.
Discontinued operations — In April 2014, the FASB issued ASU No. 2014-08, “Reporting discontinued operations and disclosure of disposals of components of an entity” (“ASU 2014-08”). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The impact on the Company of adopting ASU 2014-08 will depend on the nature and size of future disposals, if any, of a component of the Company.
Presentation of an unrecognized tax benefit — In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”), which resolves diversity in practice on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain situations, as defined in ASU 2013-11. The Company adopted the provisions of ASU 2013-11 on February 3, 2014. The adoption of ASU 2013-11 did not have a material impact on the Company’s financial position or results of operations.
 
F-12

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Release of cumulative translation adjustment — In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”), which resolves diversity in practice regarding the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. The Company adopted the provisions of ASU 2013-05 on February 3, 2014. The adoption of ASU 2013-05 did not have a material impact on the Company’s financial position or results of operations.
NOTE 3 — RELATED PARTIES
HD Supply subsidiaries — The Company entered into transactions with HD Supply’s subsidiaries for the sale of inventory for the financial statement periods presented. Sales to HD Supply’s subsidiaries were approximately $1,047 and $1,087 in fiscal 2014 and fiscal 2013, respectively. Purchases from HD Supply’s subsidiaries were approximately $1,222 and $1,338 in fiscal 2014 and fiscal 2013, respectively. Sales with HD Supply’s subsidiaries are generally recorded at cost plus five percent. These amounts are reported in Net sales and Cost of sales, as the inventory is relieved through sales, in the Combined Statements of Operations.
Amounts due to HD Supply’s subsidiaries were approximately $205 at February 1, 2015 and $95 at February 2, 2014. Amounts due from HD Supply’s subsidiaries were approximately $69 at February 1, 2015 and $187 at February 2, 2014. Such amounts are included in the Combined Balance Sheets.
HD Supply — The Company has significant transactions with HD Supply through HD Supply’s centralized approach to managing the cash and the financing of the Company’s business. Under HD Supply’s centralized cash management system, cash requirements of the Company are provided directly by HD Supply, and cash generated by the operations of the Company are remitted directly to HD Supply. The resulting receivables and payables are then periodically contributed from or distributed to HD Supply as changes to owner’s equity. Additionally, during fiscal 2014 and fiscal 2013 net non-cash contributions from HD Supply of $2,995 and $3,354, respectively, are included as changes to owner’s equity. This includes income tax payments made on behalf of the Company as discussed in Note 6, Income Taxes.
HD Supply affiliates — The Company purchased product from affiliates of HD Supply’s owners (“Equity Sponsors”) and Board of Directors for approximately $49,632 and $46,301 in fiscal 2014 and fiscal 2013, respectively. In addition, the Company sold product to affiliates of the Equity Sponsors and Board of Directors for less than $100 in both fiscal 2014 and fiscal 2013. The Company believes these transactions were conducted at prices that an unrelated third party would pay.
Agile Sourcing Partners — The Company holds a 35% ownership in Agile Sourcing Partners (“Agile”). Agile provides supply chain and sourcing services for electric and gas utilities, suppliers and contractors, primarily in California, Nevada, Virginia and Maryland. Additional capabilities include logistics, product staging, cross docking, kitting, assembly, inspection, on site auditing, staffing, consulting, and project management. The Company accounts for its ownership in Agile under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures . The Company recorded its pro rata portion of earnings of Agile of approximately $18 and $175 in fiscal 2014 and fiscal 2013, respectively. The Agile investment was $2,047 and $2,029 at February 1, 2015 and February 2, 2014, respectively. Power Solutions sold product to Agile for approximately $9,958 and $11,708 in fiscal 2014 and fiscal 2013, respectively. The Company believes these transactions were conducted at prices that an unrelated third party would pay.
 
F-13

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
NOTE 4 — GOODWILL AND INTANGIBLE ASSETS
Goodwill
The carrying amount of the Company’s goodwill included in the Combined Balance Sheets is as follows:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Gross Goodwill	  	$	309,320	  	  	$	311,395	  	
Accumulated Impairment	  	 	(98,500	)  	  	 	(98,500	) 	
	  	 	 	 	  	 	 	 	
Net Goodwill	  	$	210,820	  	  	$	212,895	  	
	  	 	 	 	  	 	 	 	
Goodwill represents the excess of purchase price over fair value of net assets acquired. The Company does not amortize goodwill, but does assess the recoverability of goodwill on an annual basis, historically in the third quarter of each fiscal year. If an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, an interim impairment test would be performed between annual tests. During fiscal 2014, the Company changed the timing of the annual impairment test from the third quarter to the fourth quarter of each fiscal year, which was considered a change in accounting principle. The Company believes this change is preferable since it better aligns the test with the preparation of its annual long range forecasts. The change in accounting principle did not accelerate, delay or cause a goodwill impairment charge.
To satisfy the annual testing requirement, the Company performed the annual goodwill impairment testing during both the third quarter of fiscal 2014 (as of August 3, 2014) and the fourth quarter of fiscal 2014 (as of November 2, 2014). The Company also uses judgment in assessing whether it needs to test goodwill more frequently for impairment than annually given factors such as unexpected adverse economic conditions, competition, product changes and other events. If the carrying amount of its reporting unit exceeds fair value, a possible impairment would be indicated.
The Company determines the fair value of its reporting unit using a discounted cash flow (“DCF”) analysis and a market comparable method, with each method being equally weighted in the calculation. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market comparable approach. The cash flows employed in the DCF analyses are based on the Company’s most recent long-range forecast and, for years beyond the forecast, the Company’s estimates, which are based on estimated exit multiples times the final forecasted year earnings before interest, taxes, depreciation and amortization. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. For the market comparable approach, the Company evaluated comparable company public trading values, using earnings multiples and sales multiples that are used to value the reporting units.
There was no indication of impairment in either of the fiscal 2014 annual tests or in the fiscal 2013 annual test. The Company’s analysis was based, in part, on HD Supply’s expectation of future market conditions, as well as, discount rates that would be used by market participants in an arms-length transaction. Future events could cause the Company to conclude that market conditions have declined to the extent that the Company’s goodwill could be impaired.
 
F-14

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
The following table presents the changes in goodwill for the fiscal years presented.

 	  	Fiscal 2014	 	  	Fiscal 2013	 	
Net Goodwill beginning of period	  	$	212,895	  	  	$	214,878	  	
Realization of tax deductible goodwill from a prior acquisition	  	 	(349	)  	  	 	(322	) 	
Translation adjustments	  	 	(1,726	)  	  	 	(1,661	) 	
	  	 	 	 	  	 	 	 	
Net Goodwill end of period	  	$	210,820	  	  	$	212,895	  	
	  	 	 	 	  	 	 	 	
Intangible Assets
The Company’s intangible assets included in the Combined Balance Sheets consist of the following:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Gross Customer Relationship Intangible Asset	  	$	192,000	  	  	$	192,000	  	
Accumulated Amortization	  	 	(136,917	)  	  	 	(118,456	) 	
	  	 	 	 	  	 	 	 	
Net Customer Relationship Intangible Asset	  	$	55,083	  	  	$	73,544	  	
	  	 	 	 	  	 	 	 	
The customer relationships are being amortized over the estimated useful life of 10.4 years and are expected to become fully amortized in fiscal 2017.
Amortization expense related to intangible assets was $18,462 and $18,462 in fiscal 2014 and fiscal 2013, respectively. Estimated future amortization expense for intangible assets recorded as of February 1, 2015 is $18,462, $18,462, and $18,160 for fiscal 2015, fiscal 2016, and fiscal 2017, respectively.
NOTE 5 — DEBT
On February 3, 2008, the predecessor entities of Power Solutions (HD Supply Utilities, Ltd. and HD Supply Electrical, Ltd.) executed $439,300 in promissory notes, amended on January 25, 2013, due to HD Supply Holdings, LLC (“Holdings LLC”), a wholly owned subsidiary of HD Supply, Inc. The promissory notes bore interest at 12.5% per annum and had a maturity date of February 3, 2018. Interest was due quarterly each April 1, July 1, October 1 and January 1 for the prior calendar quarter. The terms of the notes required the payment of interest to be made by offsetting the intercompany balances between the Company and Holdings LLC. On January 31, 2014, Holdings LLC contributed the $439,300 promissory notes together with $215,074 of accrued interest to the Company. For purposes of these combined financial statements, the settlement of the intercompany balances has been reflected as part of the Net Contribution From Parent in the fiscal 2013 Statement of Owner’s Equity.
NOTE 6 — INCOME TAXES
The Company’s US activity is conducted as a mixed structure consisting of a partnership and a corporation for income tax purposes. The income tax expense, and related income tax balances from Company’s US activities conducted within the corporation are included within the accompanying combined financial statements. For US Federal and most state income taxes, a partnership is not subject to income tax. Instead, all of the company’s partnership US income tax activity flows into and is included in HD Supply’s US consolidated federal income tax return. The Company’s partnership state tax taxable income, with the exception of Texas and Tennessee, flows into HD Supply’s US state income tax filings. Texas and Tennessee subjects partnerships to income tax. Therefore, Texas and Tennessee partnership state income tax expense and related state income tax balances are included in the accompanying combined financial statements.
 
F-15

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
The Company’s Canada activity is included as a division in HD Supply’s Canada tax return. As a result, Canadian income tax expense and related income tax balances included in the accompanying combined financial statements have been calculated as if the Company operated as a separate entity.
The components of Income (Loss) before Provision for Income Taxes are as follows:

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	  	February 2,
2014	 	
United States	  	$	20,367	  	  	$	(41,175	) 	
Foreign	  	 	21,591	  	  	 	24,379	  	
	  	 	 	 	  	 	 	 	
Total	  	$	41,958	  	  	$	(16,796	) 	
	  	 	 	 	  	 	 	 	
The Provision for Income Taxes was as follows:

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	  	February 2,
2014	 	
United States	  	$	318	  	  	$	59	  	
Foreign	  	 	6,011	  	  	 	6,805	  	
	  	 	 	 	  	 	 	 	
Total	  	$	6,329	  	  	$	6,864	  	
	  	 	 	 	  	 	 	 	
The Provision for Income Taxes consisted of the following:

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	  	February 2,
2014	 	
Current:	  				  				
Federal	  	$	—	  	  	$	—	  	
State	  	 	248	  	  	 	228	  	
Foreign	  	 	5,199	  	  	 	6,215	  	
	  	 	 	 	  	 	 	 	
	  	 	5,447	  	  	 	6,443	  	
Deferred:	  				  				
Federal	  	 	51	  	  	 	(87	) 	
State	  	 	19	  	  	 	(82	) 	
Foreign	  	 	812	  	  	 	590	  	
	  	 	 	 	  	 	 	 	
	  	 	882	  	  	 	421	  	
	  	 	 	 	  	 	 	 	
Total	  	$	6,329	  	  	$	6,864	  	
	  	 	 	 	  	 	 	 	
The Company’s effective tax rate will vary based on a variety of factors, including overall profitability, the geographical mix of income before taxes and the related tax rates in the jurisdictions where it operates, and impairment charges.
 
F-16

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
The reconciliation of the provision for income taxes at the federal statutory rate of 35% to the actual tax provision for fiscal 2014 and fiscal 2013 is as follows:

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	  	February 2,
2014	 	
Income taxes at federal statutory rate	  	$	14,685	  	  	$	(5,879	) 	
State income taxes, net of federal income tax benefit	  	 	265	  	  	 	146	  	
Foreign Rate Differential	  	 	(1,798	) 	  	 	(1,974	) 	
Other Permanent Items	  	 	106	  	  	 	86	  	
Adjustments to Tax Reserves	  	 	149	  	  	 	161	  	
Partnership Income not subject to U.S. Tax	  	 	(7,078	) 	  	 	14,324	  	
	  	 	 	 	  	 	 	 	
Total provision	  	$	6,329	  	  	$	6,864	  	
	  	 	 	 	  	 	 	 	
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of February 1, 2015 and February 2, 2014 were as follows:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Current:	  				  				
Deferred Tax Assets:	  				  				
Bad Debt	  	$	68	  	  	$	147	  	
Inventory	  	 	276	  	  	 	303	  	
Sales Allowance	  	 	64	  	  	 	80	  	
Other accrued liabilities	  	 	140	  	  	 	176	  	
	  	 	 	 	  	 	 	 	
Current deferred tax assets	  	 	548	  	  	 	706	  	
Noncurrent:	  				  				
Deferred Tax Assets:	  				  				
Goodwill & Intangibles	  	 	1,742	  	  	 	2,365	  	
Net Operating Loss Carryforwards	  	 	323	  	  	 	463	  	
Other	  	 	—	  	  	 	8	  	
	  	 	 	 	  	 	 	 	
Noncurrent deferred tax assets	  	 	2,065	  	  	 	2,836	  	
Deferred Tax Liabilities:	  				  				
Other	  	 	(8	) 	  	 	—	  	
	  	 	 	 	  	 	 	 	
Noncurrent deferred tax liabilities	  	 	(8	) 	  	 	—	  	
	  	 	 	 	  	 	 	 	
Deferred tax assets (liabilities), net	  	$	2,605	  	  	$	3,542	  	
	  	 	 	 	  	 	 	 	
As of February 1, 2015, the Company has tax-effected U.S. federal net operating loss carryforwards of $119 which expire beginning in fiscal 2031. The Company also has $204 of tax-effected state net operating loss carryforwards which expire beginning in fiscal 2023.
Cash paid for income taxes on behalf of the Company was $5,281 and $6,054 in fiscal 2014 and fiscal 2013, respectively. These payments are included in the contribution to and distribution from the Company in the changes in owner’s equity.
 
F-17

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Accounting for uncertain tax positions
The Company follows the US GAAP guidance for uncertain tax positions within ASC 740, Income Taxes. ASC 740 requires application of a “more likely than not” threshold to the recognition and de recognition of tax positions. It further requires that a change in judgment related to prior years’ tax positions be recognized in the quarter of such change. A reconciliation of the beginning and ending amount of unrecognized tax benefits for continuing operations for fiscal 2014 and fiscal 2013 is as follows:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Unrecognized Tax Benefits beginning of period	  	$	2,475	  	  	$	2,764	  	
Gross increases for tax positions in current period	  	 	—	  	  	 	—	  	
Gross increases for tax positions in prior period	  	 	—	  	  	 	—	  	
Gross decreases for tax positions in prior period	  	 	(311	) 	  	 	(289	) 	
Settlements	  	 	—	  	  	 	—	  	
Lapse of statutes	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	
Unrecognized Tax Benefits end of period	  	$	2,164	  	  	$	2,475	  	
	  	 	 	 	  	 	 	 	
There are $2,164 and $2,475 of unrecognized tax benefits included in the balance at February 1, 2015 and February 2, 2014, respectively, whose resolution could affect the annual effective income tax rate.
The Company accrued $161 and $149 of gross interest and penalties related to unrecognized tax benefits for fiscal 2014 and fiscal 2013, respectively. The Company’s ending gross accrual for interest and penalties related to unrecognized tax benefits at February 1, 2015 and February 2, 2014 was $470 and $390, respectively. The Company’s accounting policy is to classify interest and penalties as components of income tax expense. Accrued interest and penalties from unrecognized tax benefits are included as a component of other liabilities on the Combined Balance Sheet.
The Company is subject to audits and examinations of its tax returns by tax authorities in various jurisdictions, including the Internal Revenue Service (“IRS”). Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of provisions for income taxes. Certain of the Company’s tax years 2007 and forward remain open for audit by the IRS, Foreign, and various state governments.
NOTE 7 — STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Stock-Based Compensation Plan
Certain employees of the Company participate in the HD Supply Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”), which was established on June 26, 2013 by HD Supply Holdings, Inc. (“Holdings”), the parent company of HD Supply. The Plan provides for stock based awards to employees, consultants and directors, including stock options, stock purchase rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock based awards. The Plan replaces and succeeds the HDS Investment Holding, Inc. Stock Incentive Plan, as amended effective April 11, 2011 (the “Stock Incentive Plan”), and, from and after June 26, 2013, no further awards will be made under the Stock Incentive Plan. Holdings will issue new shares of common stock to satisfy options exercised under both the Plan and the Stock Incentive Plan. On July 2, 2013, Holdings registered 12.5 million shares for issuance pursuant to awards under the Plan and registered 14.8 million shares for issuance pursuant to outstanding awards under the Stock Incentive Plan as of June 26, 2013. As of February 1, 2015, approximately 10 million registered shares were available for issuance under the Plan.
 
F-18

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
On June 26, 2013, the Board of Directors and shareholders of Holdings approved the HD Supply Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), which permits HD Supply’s eligible associates to purchase Holdings common stock at a 5% discount on the closing stock price at the end of each offering period. There are two six month offering periods during a calendar year beginning each January and July, with the first offering period commenced on January 1, 2014. Two million shares are authorized for issuance under the ESPP, and these shares were registered on July 2, 2013. During fiscal 2014, eligible associates of the Company purchased 9,514 shares under the plan.
Stock Options
Under the terms of the Plan and the Stock Incentive Plan (collectively, the “HDS Plans”), non-qualified stock options are to carry exercise prices at, or above, the fair market value of Holdings’ stock on the date of the grant. Prior to Holdings’ initial public offering, the fair market value of the stock was determined by the Board of Directors of Holdings based on such factors as it deemed appropriate, including but not limited to the earnings and other financial and operating information of the Company in recent periods, the potential value of the Company as a whole, the future prospects of the Company and the industries in which it competes, the history and management of the Company, the general condition of the securities markets, the fair market value of securities of companies engaged in businesses similar to those of the Company, and any recent valuation of the common stock of Holdings that was performed by an independent valuation firm (although the Board of Directors of Holding was not obligated to obtain such a valuation).
The non-qualified stock options under the HDS Plans generally vest at the rate of 20% per year commencing on the first anniversary date of the grant or 100% on the third anniversary of the grant and expire on the tenth anniversary date of the grant.
A summary of option activity pertaining to employees of the Company that participated in the HDS Plans is presented below (shares in thousands):

 	  	Number of
Shares	 	  	Weighted
Average Option
Price	 	
Outstanding at February 3, 2013	  	 	2,206	  	  	$	12.75	  	
Granted	  	 	114	  	  	 	18.00	  	
Exercised	  	 	(155	) 	  	 	12.72	  	
Canceled	  	 	(89	) 	  	 	10.77	  	
	  	 	 	 	  	 	 	 	
Outstanding at February 2, 2014	  	 	2,076	  	  	$	13.13	  	
Granted	  	 	—	  	  	 	—	  	
Exercised	  	 	(965	) 	  	 	11.48	  	
Canceled	  	 	(161	) 	  	 	16.27	  	
Transferred(1)	  	 	(272	) 	  	 	17.63	  	
	  	 	 	 	  	 	 	 	
Outstanding at February 1, 2015	  	 	678	  	  	$	12.92	  	

(1)	Represents awards for employees who transferred to another HD Supply subsidiary.	
The total intrinsic value of options exercised was approximately $14,340 and $1,735 in fiscal 2014 and fiscal 2013, respectively. As of February 1, 2015, there were approximately 678 stock options outstanding with a weighted average remaining life of 5.8 years and an aggregate intrinsic value of approximately $10,783. As of February 1, 2015, there were approximately 524 options exercisable with a weighted average
 
F-19

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
exercise price of $12.23, a weighted average remaining life of 5.7 years and an aggregate intrinsic value of approximately $8,706. As of February 1, 2015, there were approximately 644 options vested or expected to ultimately vest with a weighted average exercise price of $12.79, a weighted average remaining life of 5.7 years, and an aggregate intrinsic value of approximately $10,334.
The estimated fair value of the options when granted is amortized to expense over the options’ vesting or required service period. The fair value for these options was estimated by management, after considering a third-party valuation specialist’s assessment, at the date of grant based on the expected life of the option and historical exercise experience, using a Black-Scholes option pricing model with the following weighted-average assumptions:

 	  	Fiscal Year Ended	 	
 	  	February 1,
2015	 	  	February 2,
2014	 	
Risk-free interest rate	  	 	—	  	  	 	1.80	% 	
Dividend yield	  	 	—	  	  	 	0.00	% 	
Expected volatility factor	  	 	—	  	  	 	58.30	% 	
Expected option life in years	  	 	—	  	  	 	6.5	  	
The risk free interest rate was determined based on an analysis of U.S. Treasury zero-coupon market yields as of the date of the option grant for issues having expiration lives similar to the expected option life. The expected volatility was based on an analysis of the historical volatility of HD Supply’s competitors over the expected life of the HD Supply options. These volatilities were weighted by the respective HD Supply segment against which they compete, resulting in an overall industry-based volatility for HD Supply and then adjusted to reflect the leverage of HD Supply. As insufficient data exists to determine the historical life of options issued under the HDS Plans, the expected option life was determined based on the vesting schedule of the options and their contractual life taking into consideration the expected time in which the share price of Holdings would exceed the exercise price of the option. No options were granted during fiscal 2014. The weighted-average fair value of each option granted during fiscal 2013 was $10.25. The Company recognized $1,688 and $2,390 of stock-based compensation expense related to stock options during fiscal 2014 and fiscal 2013, respectively. As of February 1, 2015 the unamortized compensation expense related to stock options was $517, which is expected to be recognized over a period of 0.9 years.
Restricted Stock and Restricted Stock Units
Restricted stock awards (“RSAs”) and restricted stock unit awards (“RSUs”) granted under the Plan are settled by issuing shares of common stock at the vesting date. Generally, the RSAs and RSUs granted to employees vest on a pro rata basis on each of the first four or five anniversaries of the grant, except in the case of death or disability, in which case the RSAs and RSUs vest as of the date of the event. Generally, the RSAs granted to members of the Company’s Board of Directors vest on the earliest of the one-year anniversary of the grant date, the next annual meeting after the grant date, or a change in control. The grant date fair value of the RSAs and RSUs is expensed over the vesting period. The shares represented by restricted stock awards are considered outstanding at the grant date, as the recipients are entitled to dividends and voting rights, which are subject to the same restrictions (including the risk of forfeiture) as the restricted stock awards.
 
F-20

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
A summary of RSA and RSU activity pertaining to employees of the Company that participated in the HDS Plans is presented below (shares in thousands):

 	  	Number of
Shares	 	  	Weighted
Average Grant
Date Fair Value	 	
Outstanding at February 3, 2013	  	 	—	  	  	$	—	  	
Granted	  	 	70	  	  	$	18.00	  	
Restrictions lapsed	  	 	—	  	  	 	—	  	
Canceled	  	 	(16	) 	  	$	18.00	  	
	  	 	 	 	  	 	 	 	
Outstanding at February 2, 2014	  	 	54	  	  	$	18.00	  	
Granted	  	 	203	  	  	 	24.26	  	
Restrictions lapsed	  	 	(13	) 	  	 	18.85	  	
Canceled	  	 	(14	) 	  	 	24.20	  	
Transferred(1)	  	 	(17	) 	  	 	24.20	  	
	  	 	 	 	  	 	 	 	
Outstanding at February 1, 2015	  	 	213	  	  	$	22.99	  	

(1)	Represents awards for employees who transferred to another HD Supply subsidiary.	
The Company recognized $1,190 and $147 of stock-based compensation expense related to RSAs and RSUs during fiscal 2014 and fiscal 2013, respectively. As of February 1, 2015 the unamortized compensation expense related to RSAs and RSUs was $6,267, which is expected to be recognized over a period of 2.9 years.
Employee Benefit Plans
Employees of the Company who satisfy certain eligibility requirements may choose to participate in the comprehensive HD Supply Health & Welfare Benefits Program which provides different levels and types of coverage. The Health & Welfare Benefits Program provides employees healthcare coverage in which the employer and employee share costs. In addition, the Program offers employees the opportunity to participate in various voluntary coverages, including flexible spending accounts.
HD Supply maintains a 401(k) defined contribution plan that is qualified under Sections 401(a) and 501(a) of the Internal Revenue Code. Employees of the Company who satisfy the plan’s eligibility requirements may elect to contribute a portion of their compensation to the plan on a pre-tax basis. The Company may match a percentage of the employees’ contributions to the plan based on approval from the HD Supply Board of Directors. Matching contributions are generally made shortly after the end of each pay period or after the Company’s fiscal year end if an additional annual matching contribution based on HD Supply’s fiscal year financial results is approved. Power Solutions paid $2,442 and $2,281 in matching contributions during fiscal 2014 and fiscal 2013, respectively.
NOTE 8 — COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company occupies certain facilities and operates certain equipment and vehicles under leases that expire at various dates through the year 2025. In addition to minimum rentals, there are certain executor costs such as real estate taxes, insurance, and common area maintenance on most of its facility leases. Expense under these leases totaled $19,758 and $16,326 in fiscal 2014 and fiscal 2013, respectively, and are included in Selling, general and administrative expenses in the Combined Statements of Operations and Comprehensive Income (Loss).
 
F-21

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
Future minimum aggregate rental payments under non-cancelable operating leases as of February 1, 2015 are as follows:

 	  	Fiscal Year	 	  	Thereafter	 	  	Total	 	
 	  	2015	 	  	2016	 	  	2017	 	  	2018	 	  	2019	 	  			  			
Operating Leases	  	$	15,816	  	  	$	12,811	  	  	$	9,572	  	  	$	7,543	  	  	$	5,376	  	  	$	6,297	  	  	$	57,415	  	
The Company subleases three leased facilities to third parties. Total future minimum rentals to be received under non-cancelable subleases as of February 1, 2015 are approximately $141. Two of these subleases expire in fiscal 2016 and one expires in fiscal 2019.
In 2014, the Company entered into a build-to-suit lease arrangement for the construction of an approximately 15,000 square foot warehousing and office facility on an approximately 5 acre site located in Andrews, Texas. Due to the Company’s involvement with the construction of the facility, the Company is deemed to be the owner of the facility for accounting purposes during the construction phase. Accordingly, as of February 1, 2015, the Company had recorded a build-to-suit lease asset under construction of $1,310 as a component of Property and equipment, net, and a corresponding build-to-suit lease liability, which is a component of Other liabilities, on the Combined Balance Sheet. The final fair value of the land and facility are expected to be approximately $2,500. Following completion of the construction, the Company will lease the facility and land for an initial period of 10 years. Construction is expected to be completed in the second quarter of fiscal 2015.
Purchase Obligations
As of February 1, 2015, the Company has agreements in place with various vendors to purchase inventory in the aggregate amount of $308,753. These purchase obligations are generally cancelable, but the Company foresees no intent to cancel. Payment is due during fiscal 2015 for these obligations.
Encumbered Assets
Substantially all of the Company’s assets serve as collateral for HD Supply’s secured credit facilities. The Company is a guarantor of HD Supply’s secured credit facilities. In addition, the US entities of the Company are guarantors of HD Supply’s long-term notes.
Legal Matters
The Company is involved in various legal proceedings arising in the normal course of its business. In management’s opinion, none of the proceedings are material in relation to the operations, cash flows, or financial position of Power Solutions and the Company has adequate reserves to cover its estimated probable loss exposure.
The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that it determines to be both probable and reasonably estimable in accordance with ASC 450, Contingencies. In the opinion of management, based on current knowledge, all reasonably estimable and probable matters are believed to be adequately reserved for or covered by insurance and are not expected to have a material adverse effect on the Company’s combined financial condition, results of operations or cash flows. For all other matters, management believes the possibility of losses from such matters is not probable, the potential loss from such matters is not reasonably estimable, or such matters are of such kind or involve such amounts that would not have a material adverse effect on the financial
 
F-22

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
position, results of operations or cash flows of the Company if disposed of unfavorably. There are no material matters that are reasonably possible and reasonably estimable, including matters that are probable and estimable but for which the amount that is reasonably possible is in excess of the amount that the Company has accrued for. If a material loss is probable or reasonably possible, and in either case estimable, the Company has considered it in the analysis and it is included in the discussion set forth above.
NOTE 9 — SUPPLEMENTAL BALANCE SHEET INFORMATION
Receivables
Receivables as of February 1, 2015 and February 2, 2014 consisted of the following:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Trade receivables, net of allowance for doubtful accounts	  	$	215,305	  	  	$	221,579	  	
Vendor rebate receivables	  	 	12,570	  	  	 	13,484	  	
Other receivables	  	 	4,058	  	  	 	5,332	  	
	  	 	 	 	  	 	 	 	
Total receivables, net	  	$	231,933	  	  	$	240,395	  	
	  	 	 	 	  	 	 	 	
Property and Equipment
Property and equipment at February 1, 2015 and February 2, 2014 consisted of the following:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Land	  	$	791	  	  	$	810	  	
Buildings and improvements	  	 	21,557	  	  	 	20,874	  	
Transportation equipment	  	 	10,024	  	  	 	7,936	  	
Furniture, fixtures and equipment	  	 	21,989	  	  	 	20,529	  	
Capitalized software	  	 	7,107	  	  	 	6,451	  	
Construction in progress	  	 	3,488	  	  	 	1,826	  	
	  	 	 	 	  	 	 	 	
	  	 	64,956	  	  	 	58,426	  	
Less accumulated depreciation & amortization	  	 	(32,053	) 	  	 	(25,913	) 	
	  	 	 	 	  	 	 	 	
Property and equipment, net	  	$	32,903	  	  	$	32,513	  	
	  	 	 	 	  	 	 	 	
Other Current Liabilities
Other current liabilities as of February 1, 2015 and February 2, 2014 consisted of the following:

 	  	February 1,
2015	 	  	February 2,
2014	 	
Deferred revenue	  	$	12,088	  	  	$	600	  	
Accrued non-income taxes	  	 	4,538	  	  	 	3,992	  	
Other	  	 	5,061	  	  	 	5,675	  	
	  	 	 	 	  	 	 	 	
Total other current liabilities	  	$	21,687	  	  	$	10,267	  	

F-23

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, except per share amounts
 
During fiscal 2014, the Company entered into an agreement for the provision of products to a customer for use in the customer’s construction projects. Due to the unpredictable timing of the construction projects, the customer prepaid for certain of the product prior to taking possession. The Company recognizes the revenue for these products when the customer is deemed to have taken possession of the product. The deferred revenue as of February 1, 2015 is expected to be fully recognized in the next twelve months.
NOTE 10 — RESTRUCTURING ACTIVITY
During the fourth quarter of fiscal 2013, management evaluated the cost structure of the Company and identified opportunities to reduce costs across its business, primarily through a workforce reduction of 62 employees. As a result, the Company recorded a restructuring charge of $2,718 for employee related charges, primarily severance. In addition, the Company recorded a $3,415 charge for an inventory liquidation plan related to discontinued products. The inventory liquidation charges were recorded to Cost of sales and all other restructuring charges were recorded to operating expenses within the Combined Statements of Operations and Comprehensive Income (Loss).
During fiscal 2014, the Company completed the restructuring activities under this plan, resulting in restructuring charges of $1,225 for additional workforce reductions of 12 employees and one branch closure. These charges were recorded as restructuring within the Combined Statements of Operations and Comprehensive Income (Loss). The Company expects the costs of these restructuring actions will be recovered through cost savings in less than one year. As of February 1, 2015, substantially all of the cash payments had occurred, with the remaining portion to be paid in the first quarter of fiscal 2015. The Company does not expect to incur additional restructuring charges under this plan.
 
F-24

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Amounts in thousands, unaudited

 	  	Three Months Ended	 	
 	  	  May 3,  
2015	 	 	  May 4,  
2014	 	
			
Net sales	  	 	$500,327	  	 	 	$456,178	  	
Cost of sales	  	 	425,420	  	 	 	385,262	  	
	  	 	 	 	 	 	 	 	
Gross Profit	  	 	74,907	  	 	 	70,916	  	
Operating expenses:	  				 				
Selling, general and administrative	  	 	57,491	  	 	 	55,874	  	
Depreciation and amortization	  	 	6,735	  	 	 	6,402	  	
Restructuring	  	 	–	  	 	 	189	  	
	  	 	 	 	 	 	 	 	
Total operating expenses	  	 	64,226	  	 	 	62,465	  	
Operating Income	  	 	10,681	  	 	 	8,451	  	
Interest (income) expense, net	  	 	(43	) 	 	 	(122	) 	
Other (income) expense, net	  	 	(75	) 	 	 	(29	) 	
	  	 	 	 	 	 	 	 	
Income Before Provision for Income Taxes	  	 	10,799	  	 	 	8,602	  	
Provision for income taxes	  	 	1,322	  	 	 	1,303	  	
	  	 	 	 	 	 	 	 	
Net Income	  	$	9,477	  	 	$	7,299	  	
	  	 	 	 	 	 	 	 	
Other comprehensive income — foreign currency translation adjustment	  	 	3,278	  	 	 	1,299	  	
	  	 	 	 	 	 	 	 	
Total Comprehensive Income	  	$	12,755	  	 	$	8,598	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-25

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED BALANCE SHEETS
Amounts in thousands, unaudited

 	  	May 3,
2015	 	 	February 1,
2015	 	
ASSETS	  				 				
Current assets:	  				 				
Cash and cash equivalents	  	$	30,023	  	 	$	23,656	  	
Receivables, less allowance for doubtful accounts of $1,586 and $1,438	  	 	235,440	  	 	 	231,933	  	
Receivables from affiliates	  	 	102	  	 	 	69	  	
Inventories	  	 	330,792	  	 	 	310,948	  	
Deferred tax assets	  	 	604	  	 	 	548	  	
Other current assets	  	 	4,512	  	 	 	4,272	  	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	601,473	  	 	 	571,426	  	
	  	 	 	 	 	 	 	 	
Property and equipment, net	  	 	32,905	  	 	 	32,903	  	
Goodwill	  	 	211,391	  	 	 	210,820	  	
Intangible assets, net	  	 	50,467	  	 	 	55,083	  	
Other assets	  	 	4,344	  	 	 	4,329	  	
	  	 	 	 	 	 	 	 	
Total assets	  	$	900,580	  	 	$	874,561	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND OWNER’S EQUITY	  				 				
Current liabilities:	  				 				
Accounts payable	  	$	240,427	  	 	$	216,208	  	
Accrued compensation and benefits	  	 	11,886	  	 	 	23,624	  	
Payables to affiliates	  	 	167	  	 	 	205	  	
Other current liabilities	  	 	24,256	  	 	 	21,687	  	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	276,736	  	 	 	261,724	  	
	  	 	 	 	 	 	 	 	
Other liabilities	  	 	9,644	  	 	 	8,922	  	
	  	 	 	 	 	 	 	 	
Total liabilities	  	 	286,380	  	 	 	270,646	  	
	  	 	 	 	 	 	 	 	
Owner’s Equity:	  				 				
Owner’s net investment	  	 	625,845	  	 	 	618,838	  	
Accumulated Other Comprehensive Loss — foreign currency	  	 	(11,645	) 	 	 	(14,923	) 	
	  	 	 	 	 	 	 	 	
Total owner’s equity	  	 	614,200	  	 	 	603,915	  	
	  	 	 	 	 	 	 	 	
Total liabilities and owner’s equity	  	$	900,580	  	 	$	874,561	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-26

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED STATEMENTS OF OWNER’S EQUITY
Amounts in thousands, unaudited

 	  	Owner’s
Net
Investment	 	 	Accumulated
Other
Comprehensive
Income (Loss)	 	 	Total Equity	 	
Owner’s equity at February 2, 2014	  	$	633,895	  	 	$	(5,734	) 	 	$	628,161	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	7,299	  	 				 	 	7,299	  	
Net Contribution from Parent	  	 	12,877	  	 				 	 	12,877	  	
Other comprehensive income:	  				 				 				
Foreign currency translation adjustment	  				 	 	1,299	  	 	 	1,299	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Owner’s equity at May 4, 2014	  	$	654,071	  	 	$	(4,435	) 	 	$	649,636	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Owner’s equity at February 1, 2015	  	$	618,838	  	 	$	(14,923	) 	 	$	603,915	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	 	9,477	  	 				 	 	9,477	  	
Net Distribution to Parent	  	 	(2,470	) 	 				 	 	(2,470	) 	
Other comprehensive income:	  				 				 				
Foreign currency translation adjustment	  				 	 	3,278	  	 	 	3,278	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Owner’s equity at May 3, 2015	  	$	625,845	  	 	$	(11,645	) 	 	$	614,200	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-27

 HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
COMBINED STATEMENTS OF CASH FLOWS
Amounts in thousands, unaudited

 	  	Three Months Ended	 	
 	  	  May 3,  
2015	 	 	  May 4,  
2014	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	  				 				
Net income	  	$	9,477	  	 	$	7,299	  	
Reconciliation of net income to net cash provided by operating activities:	  				 				
Depreciation and amortization	  	 	6,735	  	 	 	6,402	  	
Provision for uncollectibles	  	 	130	  	 	 	205	  	
Non-cash allocation charges from parent	  	 	2,705	  	 	 	1,656	  	
Stock-based compensation expense	  	 	608	  	 	 	684	  	
Deferred income taxes	  	 	164	  	 	 	193	  	
Other non-cash adjustments	  	 	90	  	 	 	101	  	
Changes in assets and liabilities:	  				 				
Increase in receivables	  	 	(2,313	) 	 	 	5,408	  	
Increase in inventories	  	 	(18,624	) 	 	 	(32,847	) 	
Increase in other current assets	  	 	(235	) 	 	 	(797	) 	
Increase in other assets	  	 	(64	) 	 	 	(20	) 	
Increase in accounts payable	  	 	23,316	  	 	 	24,637	  	
Change in net receivables from /payables to affiliates	  	 	(71	) 	 	 	111	  	
Decrease in accrued liabilities	  	 	(9,524	) 	 	 	(6,752	) 	
Decrease in other long-term liabilities	  	 	(619	) 	 	 	(2,044	) 	
	  	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	 	11,775	  	 	 	4,236	  	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES:	  				 				
Capital expenditures	  	 	(779	) 	 	 	(1,155	) 	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	 	(779	) 	 	 	(1,155	) 	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES:	  				 				
Net cash (distribution to) contribution from parent	  	 	(5,774	) 	 	 	10,345	  	
	  	 	 	 	 	 	 	 	
Net cash used in financing activities	  	 	(5,774	) 	 	 	10,345	  	
	  	 	 	 	 	 	 	 	
Effect of exchange rates on cash and cash equivalents	  	 	1,145	  	 	 	467	  	
Increase (decrease) in cash and cash equivalents	  	$	6,367	  	 	$	13,893	  	
Cash and cash equivalents at beginning of period	  	 	23,656	  	 	 	31,743	  	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	  	$	30,023	  	 	$	45,636	  	
	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these combined financial statements.
 
F-28

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
 NOTES TO THE COMBINED FINANCIAL STATEMENTS
Dollars in thousands, unaudited
NOTE 1 — BASIS OF PRESENTATION & DESCRIPTION OF BUSINESS
Basis of Presentation
The accompanying combined financial statements present the results of operations, financial position and cash flows of HD Supply Power Solutions, Ltd., HDS Power Solutions, Inc. (MI), and a division of HD Supply Canada, Inc. (combined “HD Supply Power Solutions Business,” or the “Company,” or “Power Solutions”), each wholly owned, indirect subsidiaries of HD Supply, Inc. (“HD Supply” or “Parent”).
The preparation of these financial statements includes the use of “push down” accounting procedures wherein certain assets, liabilities and expenses historically recorded or incurred at the Parent level, which related to or were incurred on behalf of the Company and have been identified and allocated or pushed down as appropriate to reflect the financial results of the Company for the periods presented. Assets include items such as rebate receivables; liabilities include items such as employee benefit accruals and insurance accruals; expenses include services for items such as human resources, tax, accounting, information technology, legal, internal audit, operations and treasury. Allocations were made based on specific identification where practicable. In instances where specific identification was deemed not practicable, allocations were made based on allocation-specific, appropriate metrics including, but not limited to, revenues, earnings before interest, taxes, depreciation and amortization (“EBITDA”), branch count and employee count. Management believes the methodology applied in the allocation of these costs is reasonable. HD Supply’s net investment in the Company is shown as owner’s net investment in the Combined Balance Sheets.
No third-party debt has been allocated to the Company from HD Supply. Interest expense included in these financial statements reflects the terms of the intercompany debt agreement between HD Supply Holdings, LLC, a wholly owned subsidiary of HD Supply, Inc., and the Company. These terms may not be indicative of terms reached on a third-party basis. These combined financial statements may not necessarily be indicative of the cost structure or results of operations that would have existed if the Company operated as a stand-alone, independent business. Further, a change in the parent company’s size and cost structure may result in additional or fewer expenses.
In management’s opinion, the unaudited financial information for the interim period presented includes all adjustments necessary for a fair statement of the results of operations, financial position, and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. For a more complete discussion of the Company’s significant accounting policies and other information, you should read this report in conjunction with its annual report for the year ended February 1, 2015, which includes all disclosures required by generally accepted accounting principles (“GAAP”).
Description of Business
Power Solutions distributes electrical transmission and distribution products, power plant MRO supplies and smart grid products, and arranges materials management and procurement outsourcing for the power generation and distribution industries. The Company serves four distinct customer end markets: Investor-Owned Utilities (“IOU”), Public Power, Construction, and Industrial. Power Solutions serves electric power plant customers primarily through a bid based model and, to a lesser extent, sells MRO products through print catalogs. Products include conductors such as wire and cable, transformers, overhead transmission and distribution hardware, switches, protective devices and underground distribution, connectors used in the construction or maintenance and repair of electricity transmission and
 
F-29

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, unaudited
 
substation distribution infrastructure, and electrical wire and cable, switchgear, supplies, lighting and conduit used in non-residential and residential construction. Power Solutions also provides materials management and procurement outsourcing services. Power Solutions’ capabilities allow the Company to integrate with its customers and perform part of their sourcing and procurement function. The Company operates through a network of 125 branches in the United States across 30 states and 4 branches in Canada in 4 provinces.
Principles of Combination
The combined financial statements present the results of operations, financial position and cash flows of Power Solutions. All material intercompany balances and transactions have been eliminated.
Fiscal Year
HD Supply Power Solutions’ fiscal year is a 52- or 53-week period ending on the Sunday nearest to January 31. Fiscal years ended January 31, 2016 (“fiscal 2015”) and February 1, 2015 (“fiscal 2014”) both included 52 weeks. The three months ended May 3, 2015 (“first quarter 2015”) and May 4, 2014 (“first quarter 2014”) both include 13 weeks.
Legal Entity & Geographic Information
Power Solutions is the combination of HD Supply’s Utilities and Electrical businesses. These businesses, operating as one segment, are held in three legal entities: HD Supply Power Solutions, Ltd., HDS Power Solutions, Inc. (MI), and a division of HD Supply Canada, Inc. Effective February 4, 2013 (the first day of fiscal 2013), through a series of transactions, HD Supply Electrical, Ltd. was merged with HD Supply Utilities, Ltd., which was subsequently renamed HD Supply Power Solutions, Ltd.
Power Solutions operates in the United States and Canada. Net sales for Power Solutions outside the United States, primarily Canada, were $43,911 and $54,785 in the three months ended May 3, 2015 and May 4, 2014, respectively. Long-lived assets of Power Solutions in Canada were $16,186 and $14,966 as of May 3, 2015 and February 1, 2015, respectively.
Estimates
Management has made a number of estimates and assumptions relating to the reporting of certain assets and liabilities, the disclosure of contingent assets and liabilities, and reported amounts of revenues and expenses in preparing the elements of these financial statements in conformity with GAAP. Actual results could differ from these estimates. Also, as discussed above, these financial statements include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if the Company had been operated as a separate entity or the future results of the Company.
Self-Insurance
HD Supply has a high deductible insurance program for most losses related to general liability, product liability, environmental liability, automobile liability, workers’ compensation, and is self-insured for medical claims and certain legal claims. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability in the accompanying Combined Balance Sheets. HD Supply’s self-insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors and actuarial
 
F-30

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, unaudited
 
assumptions followed in the insurance industry and historical loss development experience. These self-insurance programs have been allocated to the Company using reasonable methodologies such as sales, payroll and headcount information. At May 3, 2015 and February 1, 2015, the Company’s self-insurance liabilities totaled $8,046 and $7,293, respectively.
NOTE 2 — RECENT ACCOUNTING PRONOUNCEMENTS
Interest — imputation of interest — In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-03, “Interest — Imputation of Interest, Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The amended guidance requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The amended guidance is limited to the presentation of debt issuance costs. ASU 2015-03 is effective for fiscal years, and interim periods, beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s financial position or results of operations.
Discontinued operations — In April 2014, the FASB issued ASU No. 2014-08, “Reporting discontinued operations and disclosure of disposals of components of an entity” (“ASU 2014-08”). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. During the first quarter of fiscal 2015, the Company adopted ASU 2014-08. The impact on the Company of this adoption will depend on the nature and size of future disposals, if any, of a component of the Company.
Revenue recognition — In May 2014, the FASB issued ASU No. 2014-09, “Revenue from contracts with customers” (“ASU 2014-09”). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Entities have the option of using either a full retrospective or modified approach to adopt the guidance. ASU 2014-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016 (early adoption is not permitted). In April 2015, the FASB proposed a one-year delay in the effective date of ASU 2014-09 and a permission to early adopt for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.
NOTE 3 — RELATED PARTY
HD Supply subsidiaries — The Company entered into transactions with HD Supply’s subsidiaries for the sale of inventory for the financial statement periods presented. Sales to HD Supply’s subsidiaries were approximately $290 and $216 in the three months ended May 3, 2015 and May 4, 2014, respectively. Purchases from HD Supply’s subsidiaries were approximately $420 and $285 in the three months ended May 3, 2015 and May 4, 2014, respectively. Sales with HD Supply’s subsidiaries are generally recorded at cost plus five percent. These amounts are reported in Net sales and Cost of sales, as the inventory is relieved through sales, in the Combined Statements of Operations.
 
F-31

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, unaudited
 
Amounts due to HD Supply’s subsidiaries were approximately $167 at May 3, 2015 and $205 at February 1, 2015. Amounts due from HD Supply’s subsidiaries were approximately $102 at May 3, 2015 and $69 at February 1, 2015. Such amounts are included in the Combined Balance Sheets.
HD Supply — The Company has significant transactions with HD Supply through HD Supply’s centralized approach to managing the cash and the financing of the Company’s business. Under HD Supply’s centralized cash management system, cash requirements of the Company are provided directly by HD Supply, and cash generated by the operations of the Company are remitted directly to HD Supply. The resulting receivables and payables are then periodically contributed from or distributed to HD Supply as changes to owner’s equity. Additionally, during the three months ended May 3, 2015 and May 4, 2014 net non-cash contributions from HD Supply of $599 and $876, respectively, are included as changes to owner’s equity.
HD Supply affiliates — The Company purchased product from affiliates of HD Supply’s owners (“Equity Sponsors”) and Board of Directors for approximately $11,570 and $12,055 in the three months ended May 3, 2015 and May 4, 2014, respectively. The Company believes these transactions were conducted at prices that an unrelated third party would pay.
Agile Sourcing Partners — The Company holds a 35% ownership in Agile Sourcing Partners (“Agile”). Agile provides supply chain and sourcing services for electric and gas utilities, suppliers and contractors, primarily in California, Nevada, Virginia and Maryland. Additional capabilities include logistics, product staging, cross docking, kitting, assembly, inspection, on site auditing, staffing, consulting, and project management. The Company accounts for its ownership in Agile under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures . The Company recorded its pro rata portion of earnings of Agile of approximately $75 and $29 in the three months ended May 3, 2015 and May 4, 2014, respectively. The Agile investment was $2,122 at May 3, 2015 and $2,047 at February 1, 2015. Power Solutions sold product to Agile for approximately $4,796 and $1,892 in the three months ended May 3, 2015 and May 4, 2014, respectively. The Company believes these transactions were conducted at prices that an unrelated third party would pay.
NOTE 4 — INCOME TAXES
For the three months ended May 3, 2015, the Company’s combined federal, state, and foreign effective tax rate for continuing operations is 12.2%. For the three months ended May 4, 2014, the Company’s combined federal, state, and foreign effective tax rate for continuing operations is 15.1%. The income tax expense in both periods was mainly driven by income derived from foreign operations, the taxability of the partnership income in certain state jurisdictions. The Company’s US activity is conducted as a mixed structure consisting of a partnership and a corporation for income tax purposes. The Company’s US activities conducted within the corporation are included within the accompanying financial statements. For U.S. Federal and most state income taxes, a partnership is not subject to income tax. Instead, all of the Company’s partnership U.S. income tax activity flows into and is included in HD Supply’s U.S. consolidated federal income tax return. The Company’s partnership state taxable income, with the exception of Texas and Tennessee, flows into HD Supply’s U.S. state income tax filings. Texas and Tennessee subjects partnerships to income tax. Therefore, Texas and Tennessee partnership state income tax expense and related state income tax balances are included in the accompanying combined financial statements.
The Company’s Canada activity is included as a division in HD Supply’s Canada tax return. As a result, Canadian income tax expense and related income tax balances included in the accompanying combined financial statements have been calculated as if the Company operated as a separate entity.
 
F-32

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, unaudited
 
Cash paid for income taxes on behalf of the Company was $1,062 and $1,088 in the three months ended May 3, 2015 and May 4, 2014, respectively. These payments are included in the contribution to and distribution from the Company in the changes in owner’s equity.
As of February 1, 2015, the Company’s unrecognized tax benefits in accordance with the income taxes principles of GAAP (ASC 740, Income Taxes) were $2,164. During the three months ended May 3, 2015, the Company’s basis and interest related to unrecognized tax benefits increased by $159. A portion of the increase is related to the currency changes between the Canadian dollar and the U.S. dollar. The Company’s ending accrual for interest and penalties related to unrecognized tax benefits as of February 1, 2015 was $470 and increased to $526 as of May 3, 2015.
NOTE 5 — COMMITMENTS AND CONTINGENCIES
Encumbered Assets
Substantially all of the Company’s assets serve as collateral for HD Supply’s secured credit facilities. The Company is a guarantor of HD Supply’s secured credit facilities. In addition, the US entities of the Company are guarantors of HD Supply’s long-term notes.
Build-to-Suit Lease
In 2014, the Company entered into a build-to-suit lease arrangement for the construction of an approximately 15,000 square foot warehousing and office facility on an approximately 5 acre site located in Andrews, Texas. Due to the Company’s involvement with the construction of the facility, the Company is deemed to be the owner of the facility for accounting purposes during the construction phase. Accordingly, as of May 3, 2015, the Company had recorded a build-to-suit lease asset under construction of $2,425 as a component of Property and equipment, net, and a corresponding build-to-suit lease liability, which is a component of Other liabilities, on the Combined Balance Sheet. The final fair value of the land and facility are expected to be approximately $2,500. Following completion of the construction, the Company will lease the facility and land for an initial period of 10 years. Construction is expected to be completed in the second quarter of fiscal 2015.
Legal Matters
The Company is involved in various legal proceedings arising in the normal course of its business. In management’s opinion, none of the proceedings are material in relation to the operations, cash flows, or financial position of Power Solutions and the Company has adequate reserves to cover its estimated probable loss exposure.
The Company establishes reserves for litigation and similar matters when those matters present loss contingencies that it determines to be both probable and reasonably estimable in accordance with ASC 450, Contingencies. In the opinion of management, based on current knowledge, all reasonably estimable and probable matters are believed to be adequately reserved for or covered by insurance and are not expected to have a material adverse effect on the Company’s combined financial condition, results of operations or cash flows. For all other matters, management believes the possibility of losses from such matters is not probable, the potential loss from such matters is not reasonably estimable, or such matters are of such kind or involve such amounts that would not have a material adverse effect on the financial position, results of operations or cash flows of the Company if disposed of unfavorably. There are no material matters that are reasonably possible and reasonably estimable, including matters that are probable
 
F-33

HD SUPPLY POWER SOLUTIONS BUSINESS
(A BUSINESS OF HD SUPPLY, INC.)
NOTES TO THE COMBINED FINANCIAL STATEMENTS — (Continued)
Dollars in thousands, unaudited
 
and estimable but for which the amount that is reasonably possible is in excess of the amount that the Company has accrued for. If a material loss is probable or reasonably possible, and in either case estimable, the Company has considered it in the analysis and it is included in the discussion set forth above.
NOTE 6 — SUPPLEMENTAL BALANCE SHEET INFORMATION
Receivables
Receivables as of May 3, 2015 and February 1, 2015 consisted of the following:

 	  	May 3,
2015	 	  	February 1,
2015	 	
Trade receivables, net of allowance for doubtful accounts	  	$	222,171	  	  	$	215,305	  	
Vendor rebate receivables	  	 	6,530	  	  	 	12,570	  	
Other receivables	  	 	6,739	  	  	 	4,058	  	
	  	 	 	 	  	 	 	 	
Total receivables, net	  	$	235,440	  	  	$	231,933	  	
	  	 	 	 	  	 	 	 	
Other Current Liabilities
Other current liabilities as of May 3, 2015 and February 1, 2015 consisted of the following:

 	  	May 3,
2015	 	  	February 1,
2015	 	
Deferred revenue	  	$	12,838	  	  	$	12,088	  	
Accrued non-income taxes	  	 	5,665	  	  	 	4,538	  	
Other	  	 	5,753	  	  	 	5,061	  	
	  	 	 	 	  	 	 	 	
Total other current liabilities	  	$	24,256	  	  	$	21,687	  	
	  	 	 	 	  	 	 	 	
During fiscal 2014, the Company entered into an agreement for the provision of products to a customer for use in the customer’s construction projects. Due to the unpredictable timing of the construction projects, the customer prepaid for certain of the product prior to taking possession. The Company recognizes the revenue for these products when the customer is deemed to have taken possession of the product. The deferred revenue as of May 3, 2015 is expected to be fully recognized in the next twelve months.
 
F-34

Exhibit 99.4

ANIXTER INTERNATIONAL INC. ANNOUNCES $350 MILLION SENIOR NOTE OFFERING BY ANIXTER INC.
GLENVIEW, IL, (Business Wire) Aug. 4, 2015 - Anixter International Inc. (NYSE: AXE) announced today that its wholly-owned operating subsidiary, Anixter Inc., will offer $350 million of senior notes due 2023. Anixter International Inc. will fully and unconditionally guarantee the notes, which will be unsecured obligations of Anixter Inc.
Anixter intends to use the net proceeds of the offering to fund a portion of the consideration for the previously announced acquisition of HD Supply’s Power Solutions business. If the acquisition agreement is terminated, or the acquisition otherwise does not close, at any time on or prior to January 15, 2016, the notes will be subject to a special mandatory redemption, at a redemption price equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest. Prior to closing the acquisition, Anixter may use the net proceeds to make short-term liquid investments at its discretion.
The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantee have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release is for informational purposes only and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes, nor shall there be any sales of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Anixter
Anixter International is a leading global distributor of enterprise cabling and security solutions, electrical and electronic wire and cable. The company adds value to the distribution process by providing its customers access to 1) innovative inventory management programs 2) approximately 400,000 products and $800 million in inventory 3) approximately 220 warehouses/branch locations with 5.5 million square feet of space and 4) locations in over 250 cities in more than 50 countries. Founded in 1957 and headquartered near Chicago, Anixter trades on the New York Stock Exchange under the symbol AXE.
Safe Harbor Statement
The statements in this release other than historical facts are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of factors that could cause our actual results to differ materially from what is indicated here. These factors include but are not limited to: the ability to consummate the acquisition or the offering; the risk that regulatory approvals required for the acquisition are not obtained or are obtained subject to conditions that are not anticipated; the risk that the offering or other financing required to fund the acquisition is not obtained; the risk that the other conditions to the closing of the acquisition are not satisfied; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the acquisition; uncertainties as to the timing of the closing; general economic conditions; the level of customer demand particularly for capital projects in the markets we serve; changes in supplier sales strategies or financial viability; risks associated with the sale of nonconforming products and services; political, economic or currency risks related to foreign operations; inventory obsolescence; copper price fluctuations; customer viability; risks associated with accounts receivable; the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks; and risks associated with integration of acquired companies. These uncertainties may cause our actual results to be materially different than those expressed in any forward looking statements. We do not undertake to update any forward looking statements. Please see our Securities and Exchange Commission (“SEC”) filings for more information.

INVESTOR CONTACTS

Ted Dosch	  	Lisa Micou Meers, CFA	
EVP - Finance & Chief Financial Officer	  	VP - Investor Relations	
(224) 521-4281	  	(224) 521-8895	
Additional information about Anixter is available at anixter.com
 
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