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NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation: The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements included in Anixter International Inc.’s (“the Company”) Annual Report on Form 10-K for the year ended December 30, 2011. The condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals), which are, in the opinion of management, necessary for a fair presentation of the Condensed Consolidated Financial Statements for the periods shown. Certain prior period amounts have been reclassified to conform to the current year presentation. The results of operations of any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
In August of 2011, the Company’s Board of Directors approved the sale of the Company’s Aerospace Hardware business (“Aerospace”), which served a variety of aerospace and defense OEMs throughout the world, and the transaction closed on August 26, 2011. Beginning in the third quarter of 2011, the Company began to present the results of this business as “Discontinued Operations” and the prior year Condensed Consolidated Statement of Comprehensive Income for the three and six months ended July 1, 2011 has been revised to reflect this classification. North American and Europe segment information presented in Note 9. “Business Segments” has also been revised from the prior year presentation to reflect the discontinued operations.
The following represents the components of the results from Discontinued Operations as reflected in the Company’s revised Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 1, 2011 (in millions):
Three Months Ended |
Six Months Ended |
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July 1, 2011 | July 1, 2011 | |||||||
Net sales |
$ | 47.5 | $ | 94.2 | ||||
Operating income |
$ | 5.8 | $ | 11.4 | ||||
Income from discontinued operations, before tax |
$ | 5.7 | $ | 11.2 | ||||
Income tax expense |
$ | 2.0 | $ | 4.1 | ||||
Income from discontinued operations, net of tax |
$ | 3.7 | $ | 7.1 |
Foreign currency translation: The increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that is included in “Other, net” in the Condensed Consolidated Statements of Comprehensive Income. The Company recognized $4.6 million and $6.8 million in net foreign exchange losses in the three and six months ended June 29, 2012, respectively, and losses of $0.9 million and $1.0 million in the three and six months ended July 1, 2011, respectively. See “Other, net” discussion herein for further information regarding these losses.
The Company purchases foreign currency forward contracts to minimize the effect of fluctuating foreign currency-denominated accounts on its reported income. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company’s strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative perfectly offsets the impact of the underlying hedged item (e.g., various foreign currency-denominated accounts). The Company’s counterparties to its foreign currency forward contracts have investment-grade credit ratings. The Company expects the creditworthiness of its counterparties to remain intact through the term of the transactions. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist which could affect the value of the derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts and results of the hedging can vary significantly based on various factors, such as the timing of executing the foreign currency forward contracts versus the movement of the currencies as well as the fluctuations in the account balances throughout each reporting period. The fair value of the foreign currency forward contracts is based on the difference between the contract rate and the current exchange rate. The fair value of the foreign currency forward contracts is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. At June 29, 2012 and December 30, 2011, foreign currency forward contracts were revalued at then-current foreign exchange rates, with the changes in valuation reflected directly in “Other, net” in the Condensed Consolidated Statements of Comprehensive Income offsetting the transaction gain/loss recorded on the foreign currency-denominated accounts. At June 29, 2012 and December 30, 2011, the notional amount of the foreign currency forward contracts outstanding was approximately $240.2 million and $161.3 million, respectively. The fair value of the Company’s foreign currency forward contracts was not significant at June 29, 2012 or December 30, 2011.
The following activity relates to foreign exchange gains and losses reflected in “Other, net” in the Company’s Condensed Consolidated Statements of Comprehensive Income (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
(Loss) gains | June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
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Remeasurement of balances denominated in foreign currencies |
$ | (9.8 | ) | $ | 4.9 | $ | (12.1 | ) | $ | 2.6 | ||||||
Revaluation of foreign currency forward contracts |
6.0 | (5.3 | ) | 6.9 | (2.6 | ) | ||||||||||
Hedge costs |
(0.8 | ) | (0.5 | ) | (1.6 | ) | (1.0 | ) | ||||||||
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Total foreign exchange |
$ | (4.6 | ) | $ | (0.9 | ) | $ | (6.8 | ) | $ | (1.0 | ) | ||||
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Interest rate agreements: The Company uses interest rate swaps to reduce its exposure to fluctuations in interest rates. The objective of the currently outstanding interest rate swap (cash flow hedge) is to convert variable interest to fixed interest associated with forecasted interest payments resulting from revolving borrowings in the U.K. and are designated as hedging instruments. The Company does not enter into interest rate swaps for speculative purposes. Changes in the value of the interest rate swap are expected to be highly effective in offsetting the changes attributable to fluctuations in the variable rates. The Company’s counterparty to its interest rate swap contract has an investment-grade credit rating. The Company expects the creditworthiness of its counterparty to remain intact through the term of the transaction. When entered into, the financial instrument is designated as a hedge of underlying exposures (interest payments associated with the U.K. borrowings) attributable to changes in the respective benchmark interest rate.
As of June 29, 2012, the Company had one interest rate swap agreement outstanding with a notional amount of GBP 15 million. The GBP swap agreement obligates the Company to pay a fixed rate through July 2012. The fair value of the Company’s interest rate swap is determined by means of a mathematical model that calculates the present value of the anticipated cash flows from the transaction using mid-market prices and other economic data and assumptions, or by means of pricing indications from one or more other dealers selected at the discretion of the respective banks. These inputs would be considered Level 2 in the fair value hierarchy described in recently issued accounting guidance on fair value measurements. At June 29, 2012, the interest rate swap was revalued at current interest rates, with the change in valuation reflected directly in “Accumulated Other Comprehensive Loss” in the Company’s Condensed Consolidated Balance Sheets. The fair market value of this agreement, which is the estimated exit price that the Company would pay to cancel the agreement, was not significant at June 29, 2012.
Recently issued and adopted accounting pronouncements: In May 2011, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the requirements related to fair value measurement which changes the wording used to describe many requirements in Generally Accepted Accounting Principles (“GAAP”) for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. The amended guidance was effective for the Company beginning in fiscal 2012 and the adoption of the guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements in 2012.
In June 2011, the FASB issued an update to Accounting Standards Codification (“ASC”) No. 220, Presentation of Comprehensive Income, which eliminates the option to present other comprehensive income and its components in the statement of stockholders’ equity. The Company could elect to present the items of net income and other comprehensive income in a single continuous statement of comprehensive income or in two separate, but consecutive statements. The provisions of ASC No. 220 were adopted by the Company at the beginning of 2012, which is when it became effective for the Company. The Company elected to present the items of net income and comprehensive income in one single continuous statement for interim presentation purposes. See the Company’s Condensed Consolidated Statements of Comprehensive Income.
In September 2011, the FASB issued Accounting Standard Update (“ASU”) 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and, in some cases, skip the two-step impairment test. The ASU was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. Beginning in the current fiscal year, the Company will consider this guidance when performing its goodwill impairment test which is done annually at the beginning of the third quarter.
Recently issued accounting pronouncements not yet adopted: In December 2011, the FASB issued guidance to amend the requirements related to balance sheet offsetting. These amendments would require the Company to disclose information about rights of offset and related arrangements to enable users of its financial statements to understand the effect or potential effect of those arrangements on its financial position. The amended guidance is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013 with required disclosures made retrospectively for all comparative periods presented. Adoption of this guidance at the beginning of fiscal 2014 is not expected to have a material impact on the Company’s Consolidated Financial Statements.
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NOTE 2. INCOME TAXES
The tax provision for the second quarter of 2012 was $25.6 million compared to $29.2 million in the corresponding period of last year. The Company’s effective tax rate for the second quarter of 2012 was 36.7% as compared to 37.6% in the prior year period.
The tax provision for the six months ended June 29, 2012 was $41.5 million compared to $53.7 million in the corresponding period of last year. During the first quarter of 2012, the Company recorded a tax benefit of $9.7 million primarily related to the reversal of deferred income tax valuation allowances in certain foreign jurisdictions. As a result, the Company’s effective tax rate for the six months ended June 29, 2012 was 29.4% as compared to 37.6% in the prior year period. Excluding the impact of the tax benefit related to the reversal of deferred income tax valuation allowances, the effective tax rate for the six months ended June 29, 2012 would have been 36.3%.
The remaining difference between the statutory corporate federal tax rate of 35% and the effective tax rate was primarily due to state income taxes.
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NOTE 3. DEBT
Debt is summarized below:
(In millions) | June 29, 2012 |
December 30, 2011 |
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Long-term debt: |
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5.625% senior notes due 2019 |
$ | 350.0 | $ | — | ||||
1% convertible senior notes due 2013 |
289.0 | 280.3 | ||||||
5.95% senior notes due 2015 |
200.0 | 200.0 | ||||||
Revolving lines of credit and other |
161.0 | 120.4 | ||||||
10.0% senior notes due 2014 |
31.3 | 31.1 | ||||||
Accounts receivable securitization facility |
— | 175.0 | ||||||
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Total long-term debt |
1,031.3 | 806.8 | ||||||
Short-term debt |
7.5 | 3.0 | ||||||
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Total debt |
$ | 1,038.8 | $ | 809.8 | ||||
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On April 30, 2012, the Company’s primary operating subsidiary, Anixter Inc., completed the issuance of $350 million principal amount of Senior Notes due 2019 (“Notes due 2019”). The Notes due 2019 will pay interest semiannually at a rate of 5.625% per annum and will mature on May 1, 2019. In addition, Anixter Inc. may at any time redeem some or all of the Notes due 2019 at a price equal to 100% of the principal amount plus a “make whole” premium. If Anixter Inc. and/or the Company experience certain kinds of changes of control, it must offer to repurchase all of the Notes due 2019 outstanding at 101% of the aggregate principal amount repurchased, plus accrued and unpaid interest. Net proceeds from this offering were approximately $342.9 million after deducting fees and expenses. The proceeds were used by Anixter Inc. to repay amounts outstanding under the accounts receivable credit facility, to repay certain borrowings under the revolving credit facility, to provide additional liquidity for maturing indebtedness of the Company and for general corporate purposes. Issuance costs of approximately $7.1 million are being amortized through maturity using the straight-line method. The Company fully and unconditionally guarantees the Notes due 2019, which are unsecured obligations of Anixter Inc.
At June 29, 2012, the Company’s total carrying value and estimated fair value of debt outstanding, including convertible debt, was $1,038.8 million and $1,090.0 million, respectively. This compares to a carrying value and estimated fair value at December 30, 2011 of $809.8 million and $881.6 million, respectively. The estimated fair value of the Company’s debt instruments is measured using observable market information which would be considered Level 2 inputs as described in the fair value accounting guidance on fair value measurements. The Company’s weighted-average cost of borrowings was 6.2% and 5.0% for the three months ended June 29, 2012 and July 1, 2011, respectively, and 5.9% and 5.1% for the six months then ended, respectively. The Company’s 1% convertible senior notes due in February 2013 are classified as long-term as the Company has the intent and ability to refinance such convertible notes under existing long-term financing agreements.
On May 31, 2012, the Company’s primary operating subsidiary, Anixter Inc., amended the agreements governing its accounts receivable securitization program. The following key changes have been made to the program:
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The size of the program increased from $275 million to $300 million. |
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The liquidity termination date of the program is now May 2015 (formerly May 2013). |
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The renewed program carries an all-in drawn funding cost of LIBOR plus 95 basis points (previously Commercial Paper plus 90 basis points). |
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Unused capacity fees increased from 45 to 55 basis points to 47.5 to 57.5 basis points depending on utilization. |
All other material terms and conditions remain unchanged.
Under Anixter Inc.’s accounts receivable securitization program, the Company sells, on an ongoing basis without recourse, a portion of the accounts receivable originating in the United States to the Anixter Receivables Corporation (“ARC”), which is considered a wholly-owned, bankruptcy-remote variable interest entity (“VIE”). The Company has the authority to direct the activities of the VIE and, as a result, the Company has concluded that it maintains control of the VIE and is the primary beneficiary as defined by accounting guidance and, therefore, consolidates the account balances of ARC. As of June 29, 2012 and December 30, 2011, $530.0 million and $524.6 million of the Company’s receivables were sold to ARC, respectively. ARC in turn sells an interest in these receivables to a financial institution for proceeds up to $300.0 million. The assets of ARC are not available to Anixter Inc. until all obligations of ARC are satisfied in the event of bankruptcy or insolvency proceedings.
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NOTE 4. PENSION PLANS
The Company has various defined benefit and defined contribution pension plans. The defined benefit plans of the Company are the Anixter Inc. Pension Plan, Executive Benefit Plan and Supplemental Executive Retirement Plan (“SERP”) (together the “Domestic Plans”) and various pension plans covering employees of foreign subsidiaries (“Foreign Plans”). The majority of the Company’s pension plans are non-contributory and cover substantially all full-time domestic employees and certain employees in other countries. Retirement benefits are provided based on compensation as defined in both the Domestic Plans and the Foreign Plans. The Company’s policy is to fund all Domestic Plans as required by the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Service (“IRS”) and all Foreign Plans as required by applicable foreign laws. The Executive Benefit Plan and SERP are the only two plans that are unfunded. Assets in the various plans consist primarily of equity securities and fixed income investments.
Components of net periodic pension cost are as follows (in millions):
Three Months Ended | ||||||||||||||||||||||||
Domestic | Foreign | Total | ||||||||||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
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Service cost |
$ | 2.8 | $ | 1.8 | $ | 1.4 | $ | 1.4 | $ | 4.2 | $ | 3.2 | ||||||||||||
Interest cost |
3.2 | 2.9 | 2.4 | 2.5 | 5.6 | 5.4 | ||||||||||||||||||
Expected return on plan assets |
(2.4 | ) | (2.9 | ) | (2.4 | ) | (2.6 | ) | (4.8 | ) | (5.5 | ) | ||||||||||||
Net amortization |
2.3 | 0.8 | 0.2 | — | 2.5 | 0.8 | ||||||||||||||||||
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Net periodic cost |
$ | 5.9 | $ | 2.6 | $ | 1.6 | $ | 1.3 | $ | 7.5 | $ | 3.9 | ||||||||||||
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Six Months Ended | ||||||||||||||||||||||||
Domestic | Foreign | Total | ||||||||||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
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Service cost |
$ | 5.0 | $ | 3.5 | $ | 2.8 | $ | 2.7 | $ | 7.8 | $ | 6.2 | ||||||||||||
Interest cost |
6.3 | 6.0 | 4.7 | 4.9 | 11.0 | 10.9 | ||||||||||||||||||
Expected return on plan assets |
(5.6 | ) | (5.9 | ) | (4.9 | ) | (5.1 | ) | (10.5 | ) | (11.0 | ) | ||||||||||||
Net amortization |
4.3 | 1.7 | 0.5 | 0.1 | 4.8 | 1.8 | ||||||||||||||||||
Curtailment loss |
— | 0.6 | — | — | — | 0.6 | ||||||||||||||||||
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Net periodic cost |
$ | 10.0 | $ | 5.9 | $ | 3.1 | $ | 2.6 | $ | 13.1 | $ | 8.5 | ||||||||||||
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NOTE 5. SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC.
The Company guarantees, fully and unconditionally, substantially all of the debt of its subsidiaries, which include Anixter Inc. The Company has no independent assets or operations and all subsidiaries other than Anixter Inc. are minor. The following summarizes the financial information for Anixter Inc. (in millions):
ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 29, 2012 |
December 30, 2011 |
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(Unaudited) | ||||||||
Assets: |
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Current assets |
$ | 2,524.7 | $ | 2,404.0 | ||||
Property, equipment and capital leases, net |
109.5 | 102.3 | ||||||
Goodwill |
374.0 | 351.7 | ||||||
Other assets |
219.6 | 190.2 | ||||||
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$ | 3,227.8 | $ | 3,048.2 | |||||
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Liabilities and Stockholder’s Equity: |
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Current liabilities |
$ | 1,016.4 | $ | 1,023.3 | ||||
Subordinated notes payable to parent |
1.0 | 6.0 | ||||||
Long-term debt |
759.2 | 543.9 | ||||||
Other liabilities |
199.4 | 198.2 | ||||||
Stockholder’s equity |
1,251.8 | 1,276.8 | ||||||
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$ | 3,227.8 | $ | 3,048.2 | |||||
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ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
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Net sales |
$ | 1,577.0 | $ | 1,565.3 | $ | 3,099.7 | $ | 3,036.1 | ||||||||
Operating income |
$ | 91.1 | $ | 93.4 | $ | 179.1 | $ | 172.2 | ||||||||
Income from continuing operations before income taxes |
$ | 75.7 | $ | 83.6 | $ | 153.5 | $ | 155.1 | ||||||||
Net (loss) income from discontinued operations |
$ | (0.1 | ) | $ | 3.7 | $ | (0.4 | ) | $ | 7.1 | ||||||
Net income |
$ | 47.7 | $ | 54.9 | $ | 106.9 | $ | 103.8 | ||||||||
Comprehensive income |
$ | 28.0 | $ | 61.4 | $ | 106.7 | $ | 129.2 |
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NOTE 6. RESTRUCTURING CHARGE
In order to improve the profitability of the Company’s European segment, management approved a facility consolidation and headcount reduction plan during the first quarter of 2011 that, when complete, will have eliminated a number of European facilities and reduce operating costs. As a result, the Company recorded a pre-tax charge of $5.3 million which is included in “Operating Expenses” in the Company’s Condensed Consolidated Statement of Comprehensive Income for the six months ended July 1, 2011. The charge includes certain exit costs for leased facilities and employee severance charges which are expected to be fully paid by the end of fiscal 2013.
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NOTE 7. STOCKHOLDERS’ EQUITY
Special Dividend
On April 24, 2012, the Company’s Board of Directors declared a special dividend of $4.50 per common share, or $153.1 million, as a return of excess capital to shareholders. The dividend declared was recorded as a reduction to retained earnings as of the end of the second quarter of 2012 and $150.6 million was paid on May 31, 2012 to shareholders of record on May 16, 2012. The remaining dividend will be paid to holders of stock units upon vesting of the units.
In accordance with the antidilution provisions of the Company’s stock incentive plans, the exercise price and number of options outstanding were adjusted to reflect the special dividend. The average exercise price of outstanding options decreased from $57.04 to $53.31, and the number of outstanding options increased from 0.7 million to 0.8 million. These changes resulted in no additional compensation expense.
The conversion rate of the Company’s Convertible Notes due 2013 was adjusted in May 2012 to 17.917 shares, compared to 16.727 shares, to reflect the special dividend. Although the Notes due 2013 are not currently convertible, the Company has reserved 5.4 million of its authorized shares, compared to 5.0 million shares before adjustment.
Stock-Based Compensation
At the end of the second quarter of 2012, there were 2.2 million shares reserved for issuance under various incentive plans. The Company’s Director Stock Unit Plan allows the Company to pay its non-employee directors annual retainer fees and, at their election, meeting fees in the form of stock units. Employee and director stock units are included in common stock outstanding on the date of vesting and stock options are included in common stock outstanding upon exercise by the participant. The fair value of stock options and stock units is amortized over the respective vesting period representing the requisite service period.
The Company granted 161,035 stock units to employees during the six months ended June 29, 2012. The grant-date fair value of the employee stock units was $69.40. During the three and six months ended June 29, 2012, the Company granted directors 6,163 and 12,843 stock units, respectively, with a weighted-average grant-date fair value of $72.53 and $65.83, respectively. The Company granted 59,148 stock options to employees during the six months ended June 29, 2012 that had a grant-date fair value of $26.21 and an exercise price of $64.86. The number of options and exercise price reflect the special dividend adjustment which was discussed previously. The fair value of the stock options granted during the six months ended June 29, 2012 was estimated using the Black-Scholes option pricing model with the following assumptions:
Expected Stock Price Volatility |
Risk-Free Interest Rate |
Expected Dividend Yield |
Expected Life | |||||||||
40.2% |
1.2 | % | 0 | % | 6.125 years |
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NOTE 8. LEGAL CONTINGENCIES
In May 2009, Raytheon Co. filed for arbitration against one of the Company’s subsidiaries, Anixter Inc., alleging that it had supplied non-conforming parts to Raytheon. Raytheon sought damages of approximately $26 million. The arbitration hearing concluded in October 2010. In December 2010, the arbitration panel entered an “interim award” against the Company in the amount of $20.8 million. In April 2011, the arbitration panel entered a “final award” that reiterated the $20.8 million liability and added additional liability of $1.5 million in favor of Raytheon for certain of its attorneys’ fees and costs in the arbitration proceeding. In the fourth quarter of 2010, the Company recorded a pre-tax charge of $20.0 million which approximated the expected cost of the award after consideration of insurance proceeds, fees, costs and interest on the award at 10% per annum until paid. As a result of the Company’s sale of its Aerospace business in the third quarter of 2011 the charge related to this matter was reclassified to discontinued operations in the Company’s Consolidated Statement of Operations for the year ended December 31, 2010. Assets and liabilities related to the Raytheon matter were retained by the Company and were not reclassified to assets and liabilities of discontinued operations. In June 2011, the Company filed a motion to vacate the arbitration award in the Superior Court of Maricopa County, Arizona. In November 2011, the court denied the Company’s motion and confirmed the arbitration award in full. During the fourth quarter of 2011, the Company recorded an additional $2.5 million in discontinued operations to cover expected interest associated with further appeal proceedings. In February 2012, the Company appealed to the Arizona Court of Appeals the Maricopa County Superior Court judgment confirming the arbitration award. As of July 2012, the appeal has been fully briefed. As part of the appellate process, the Company has posted collateral by tendering $10.0 million to Raytheon in cash and posting a bond in favor of Raytheon in the amount of $12.4 million. In the event the judgment is upheld, Raytheon has agreed that post-judgment interest will not accrue on $10.0 million of the judgment from the date that the Company tendered the cash collateral. In the event the judgment is not upheld, the Company will receive a return of the cash and the bond.
In September 2009, the Garden City Employees’ Retirement System filed a purported class action under the federal securities laws in the United States District Court for the Northern District of Illinois against the Company, its current and former chief executive officers and its former chief financial officer. In November 2009, the Court entered an order appointing the Indiana Laborers Pension Fund as lead plaintiff and appointing lead plaintiff’s counsel. In January 2010, the lead plaintiff filed an amended complaint. The amended complaint principally alleged that the Company made misleading statements during 2008 regarding certain aspects of its financial performance and outlook. The amended complaint sought unspecified damages on behalf of persons who purchased the common stock of the Company between January 29 and October 20, 2008. In March 2011, the Court dismissed the complaint but allowed the lead plaintiff the opportunity to re-plead its complaint. The plaintiff did so in April 2011 and the Court dismissed the plaintiffs’ second amended complaint with prejudice in March 2012. In April 2012, the plaintiffs notified the Company that it will not appeal the ruling and all parties agreed to waive fees and costs and release any claims associated with the bringing on of this action.
In October 2009, the Company disclosed to the U.S. Government that it may have violated laws and regulations restricting entertainment of government employees. The Inspector General of the relevant federal agency is investigating the disclosure and the Company is cooperating in the investigation. Civil and or criminal penalties could be assessed against the Company in connection with any violations that are determined to have occurred. In January 2012, the Company was informed by the Department of Justice, Civil Division, that it is investigating this matter and that a qui tam action has been filed under the False Claims Act, which remains under seal pursuant to statute. The Department of Justice has received an order partially lifting the seal to permit the government to discuss the matter with the Company; however, the government has instructed Anixter that it must maintain the confidentiality of the matter. Based on facts known to management at this time, the Company cannot estimate the amount of loss, if any, and, therefore, has not made any accrual for this matter in these financial statements.
From time to time, in the ordinary course of business, the Company and its subsidiaries become involved as plaintiffs or defendants in various other legal proceedings not enumerated above. The claims and counterclaims in such other legal proceedings, including those for punitive damages, individually in certain cases and in the aggregate, involve amounts that may be material. However, it is the opinion of the Company’s management, based on the advice of its counsel, that the ultimate disposition of those proceedings will not be material. As of June 29, 2012, the Company does not believe there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.
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NOTE 9. BUSINESS SEGMENTS
The Company is engaged in the distribution of communication and security products, electrical wire and cable products and fasteners and other small parts (“C” Class inventory components) from top suppliers to contractors, installers and integrators and also to end users including manufacturers, natural resources companies, utilities and original equipment manufacturers who use the Company’s products as a component in their end product. The Company is organized by geographic regions, and accordingly, has identified North America (United States and Canada), Europe and Emerging Markets (Asia Pacific and Latin America) as reportable segments. The Company obtains and coordinates financing, tax, information technology, legal and other related services, certain of which are rebilled to subsidiaries. Certain corporate expenses are allocated to the segments based primarily on specific identification, projected sales and estimated use of time. Interest expense and other non-operating items are not allocated to the segments or reviewed on a segment basis. Intercompany transactions are not significant.
Segment information for net sales and operating income for the three and six months ended June 29, 2012 and July 1, 2011 and for total assets as of June 29, 2012 and December 30, 2011 were as follows (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
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Net sales: |
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North America |
$ | 1,128.8 | $ | 1,099.4 | $ | 2,197.9 | $ | 2,128.1 | ||||||||
Europe |
273.8 | 290.4 | 561.4 | 576.0 | ||||||||||||
Emerging Markets |
174.4 | 175.5 | 340.4 | 332.0 | ||||||||||||
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$ | 1,577.0 | $ | 1,565.3 | $ | 3,099.7 | $ | 3,036.1 | |||||||||
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Operating income: |
||||||||||||||||
North America |
$ | 79.5 | $ | 79.2 | $ | 155.1 | $ | 149.6 | ||||||||
Europe |
0.8 | 4.6 | 4.4 | 4.5 | ||||||||||||
Emerging Markets |
9.6 | 8.2 | 17.1 | 15.4 | ||||||||||||
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|||||||||
$ | 89.9 | $ | 92.0 | $ | 176.6 | $ | 169.5 | |||||||||
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|
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June 29, 2012 |
December 30, 2011 |
|||||||
Total assets: |
||||||||
North America |
$ | 2,088.4 | $ | 2,015.9 | ||||
Europe |
633.3 | 622.3 | ||||||
Emerging Markets |
494.0 | 395.8 | ||||||
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|
|||||
$ | 3,215.7 | $ | 3,034.0 | |||||
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The following table summarizes net sales by end market for the three and six months ended June 29, 2012 and July 1, 2011 (in millions):
Three Months Ended | ||||||||||||||||
June 29, 2012 | July 1, 2011 | |||||||||||||||
Net Sales | % of Total Net Sales |
Net Sales | % of Total Net Sales |
|||||||||||||
Enterprise Cabling and Security |
$ | 820.4 | 52.0 | % | $ | 820.0 | 52.4 | % | ||||||||
Electrical Wire & Cable |
516.0 | 32.7 | % | 499.1 | 31.9 | % | ||||||||||
OEM Supply |
240.6 | 15.3 | % | 246.2 | 15.7 | % | ||||||||||
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|||||||||
Net Sales |
$ | 1,577.0 | 100.0 | % | $ | 1,565.3 | 100.0 | % | ||||||||
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Six Months Ended | ||||||||||||||||
June 29, 2012 | July 1, 2011 | |||||||||||||||
Net Sales | % of Total Net Sales |
Net Sales | % of Total Net Sales |
|||||||||||||
Enterprise Cabling and Security |
$ | 1,599.6 | 51.6 | % | $ | 1,580.2 | 52.0 | % | ||||||||
Electrical Wire & Cable |
1,000.4 | 32.3 | % | 973.4 | 32.1 | % | ||||||||||
OEM Supply |
499.7 | 16.1 | % | 482.5 | 15.9 | % | ||||||||||
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|
|||||||||
Net Sales |
$ | 3,099.7 | 100.0 | % | $ | 3,036.1 | 100.0 | % | ||||||||
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The categorization of net sales by end market is determined using a variety of data points including the technical characteristics of the product, the “sold to” customer information, the “ship to” customer information and the end customer product or application into which the Company’s product will be incorporated. As data systems for capturing and tracking this data evolve and improve, the categorization of products by end market can vary over time. When this occurs, the Company reclassifies net sales by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.
The following table presents the changes in goodwill allocated to the Company’s reportable segments during the six months ended June 29, 2012 (in millions):
Six Months Ended June 29, 2012 | ||||||||||||||||
North America | Europe (a) | Emerging Markets | Total | |||||||||||||
Balance as of December 30, 2011 |
$ | 329.2 | $ | 10.9 | $ | 11.6 | $ | 351.7 | ||||||||
Acquisition related (b) |
— | — | 22.7 | 22.7 | ||||||||||||
Foreign currency translation |
(0.2 | ) | (0.1 | ) | (0.1 | ) | (0.4 | ) | ||||||||
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Balance as of June 29, 2012 |
$ | 329.0 | $ | 10.8 | $ | 34.2 | $ | 374.0 | ||||||||
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(a) | Europe’s goodwill balance includes $100.0 million of accumulated impairment losses at December 30, 2011 and June 29, 2012. |
(b) | In June 2012, the Company paid $56.2 million, net of cash acquired and assumed approximately $10.5 million in debt, to acquire 100% of the stock of Jorvex, S.A., an electrical wire & cable distributor in Peru. The acquisition resulted in the preliminary allocation of $22.7 million to goodwill. The purchase price, which is subject to a net asset adjustment, and the purchase price allocation will be finalized when valuations of tangible and intangible assets acquired are completed. These valuations are expected to be finalized during 2012. |
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NOTE 10. SUBSEQUENT EVENT
Subsequent to June 29, 2012, the Company announced a share repurchase program under which the Company may repurchase up to 1 million of its outstanding shares with the exact volume and timing dependent on market conditions.
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Basis of presentation: The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the consolidated financial statements included in Anixter International Inc.’s (“the Company”) Annual Report on Form 10-K for the year ended December 30, 2011. The condensed consolidated financial information furnished herein reflects all adjustments (consisting of normal recurring accruals), which are, in the opinion of management, necessary for a fair presentation of the Condensed Consolidated Financial Statements for the periods shown. Certain prior period amounts have been reclassified to conform to the current year presentation. The results of operations of any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
In August of 2011, the Company’s Board of Directors approved the sale of the Company’s Aerospace Hardware business (“Aerospace”), which served a variety of aerospace and defense OEMs throughout the world, and the transaction closed on August 26, 2011. Beginning in the third quarter of 2011, the Company began to present the results of this business as “Discontinued Operations” and the prior year Condensed Consolidated Statement of Comprehensive Income for the three and six months ended July 1, 2011 has been revised to reflect this classification. North American and Europe segment information presented in Note 9. “Business Segments” has also been revised from the prior year presentation to reflect the discontinued operations.
The following represents the components of the results from Discontinued Operations as reflected in the Company’s revised Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 1, 2011 (in millions):
Three Months Ended |
Six Months Ended |
|||||||
July 1, 2011 | July 1, 2011 | |||||||
Net sales |
$ | 47.5 | $ | 94.2 | ||||
Operating income |
$ | 5.8 | $ | 11.4 | ||||
Income from discontinued operations, before tax |
$ | 5.7 | $ | 11.2 | ||||
Income tax expense |
$ | 2.0 | $ | 4.1 | ||||
Income from discontinued operations, net of tax |
$ | 3.7 | $ | 7.1 |
Foreign currency translation: The increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that is included in “Other, net” in the Condensed Consolidated Statements of Comprehensive Income. The Company recognized $4.6 million and $6.8 million in net foreign exchange losses in the three and six months ended June 29, 2012, respectively, and losses of $0.9 million and $1.0 million in the three and six months ended July 1, 2011, respectively. See “Other, net” discussion herein for further information regarding these losses.
The Company purchases foreign currency forward contracts to minimize the effect of fluctuating foreign currency-denominated accounts on its reported income. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company’s strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative perfectly offsets the impact of the underlying hedged item (e.g., various foreign currency-denominated accounts). The Company’s counterparties to its foreign currency forward contracts have investment-grade credit ratings. The Company expects the creditworthiness of its counterparties to remain intact through the term of the transactions. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist which could affect the value of the derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts and results of the hedging can vary significantly based on various factors, such as the timing of executing the foreign currency forward contracts versus the movement of the currencies as well as the fluctuations in the account balances throughout each reporting period. The fair value of the foreign currency forward contracts is based on the difference between the contract rate and the current exchange rate. The fair value of the foreign currency forward contracts is measured using observable market information. These inputs would be considered Level 2 in the fair value hierarchy. At June 29, 2012 and December 30, 2011, foreign currency forward contracts were revalued at then-current foreign exchange rates, with the changes in valuation reflected directly in “Other, net” in the Condensed Consolidated Statements of Comprehensive Income offsetting the transaction gain/loss recorded on the foreign currency-denominated accounts. At June 29, 2012 and December 30, 2011, the notional amount of the foreign currency forward contracts outstanding was approximately $240.2 million and $161.3 million, respectively. The fair value of the Company’s foreign currency forward contracts was not significant at June 29, 2012 or December 30, 2011.
The following activity relates to foreign exchange gains and losses reflected in “Other, net” in the Company’s Condensed Consolidated Statements of Comprehensive Income (in millions):
Three Months Ended | Six Months Ended | |||||||||||||||
(Loss) gains | June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
||||||||||||
Remeasurement of balances denominated in foreign currencies |
$ | (9.8 | ) | $ | 4.9 | $ | (12.1 | ) | $ | 2.6 | ||||||
Revaluation of foreign currency forward contracts |
6.0 | (5.3 | ) | 6.9 | (2.6 | ) | ||||||||||
Hedge costs |
(0.8 | ) | (0.5 | ) | (1.6 | ) | (1.0 | ) | ||||||||
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Total foreign exchange |
$ | (4.6 | ) | $ | (0.9 | ) | $ | (6.8 | ) | $ | (1.0 | ) | ||||
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Interest rate agreements: The Company uses interest rate swaps to reduce its exposure to fluctuations in interest rates. The objective of the currently outstanding interest rate swap (cash flow hedge) is to convert variable interest to fixed interest associated with forecasted interest payments resulting from revolving borrowings in the U.K. and are designated as hedging instruments. The Company does not enter into interest rate swaps for speculative purposes. Changes in the value of the interest rate swap are expected to be highly effective in offsetting the changes attributable to fluctuations in the variable rates. The Company’s counterparty to its interest rate swap contract has an investment-grade credit rating. The Company expects the creditworthiness of its counterparty to remain intact through the term of the transaction. When entered into, the financial instrument is designated as a hedge of underlying exposures (interest payments associated with the U.K. borrowings) attributable to changes in the respective benchmark interest rate.
As of June 29, 2012, the Company had one interest rate swap agreement outstanding with a notional amount of GBP 15 million. The GBP swap agreement obligates the Company to pay a fixed rate through July 2012. The fair value of the Company’s interest rate swap is determined by means of a mathematical model that calculates the present value of the anticipated cash flows from the transaction using mid-market prices and other economic data and assumptions, or by means of pricing indications from one or more other dealers selected at the discretion of the respective banks. These inputs would be considered Level 2 in the fair value hierarchy described in recently issued accounting guidance on fair value measurements. At June 29, 2012, the interest rate swap was revalued at current interest rates, with the change in valuation reflected directly in “Accumulated Other Comprehensive Loss” in the Company’s Condensed Consolidated Balance Sheets. The fair market value of this agreement, which is the estimated exit price that the Company would pay to cancel the agreement, was not significant at June 29, 2012.
Recently issued and adopted accounting pronouncements: In May 2011, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the requirements related to fair value measurement which changes the wording used to describe many requirements in Generally Accepted Accounting Principles (“GAAP”) for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. The amended guidance was effective for the Company beginning in fiscal 2012 and the adoption of the guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements in 2012.
In June 2011, the FASB issued an update to Accounting Standards Codification (“ASC”) No. 220, Presentation of Comprehensive Income, which eliminates the option to present other comprehensive income and its components in the statement of stockholders’ equity. The Company could elect to present the items of net income and other comprehensive income in a single continuous statement of comprehensive income or in two separate, but consecutive statements. The provisions of ASC No. 220 were adopted by the Company at the beginning of 2012, which is when it became effective for the Company. The Company elected to present the items of net income and comprehensive income in one single continuous statement for interim presentation purposes. See the Company’s Condensed Consolidated Statements of Comprehensive Income.
In September 2011, the FASB issued Accounting Standard Update (“ASU”) 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and, in some cases, skip the two-step impairment test. The ASU was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. Beginning in the current fiscal year, the Company will consider this guidance when performing its goodwill impairment test which is done annually at the beginning of the third quarter.
Recently issued accounting pronouncements not yet adopted: In December 2011, the FASB issued guidance to amend the requirements related to balance sheet offsetting. These amendments would require the Company to disclose information about rights of offset and related arrangements to enable users of its financial statements to understand the effect or potential effect of those arrangements on its financial position. The amended guidance is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013 with required disclosures made retrospectively for all comparative periods presented. Adoption of this guidance at the beginning of fiscal 2014 is not expected to have a material impact on the Company’s Consolidated Financial Statements.
|
Three Months Ended |
Six Months Ended |
|||||||
July 1, 2011 | July 1, 2011 | |||||||
Net sales |
$ | 47.5 | $ | 94.2 | ||||
Operating income |
$ | 5.8 | $ | 11.4 | ||||
Income from discontinued operations, before tax |
$ | 5.7 | $ | 11.2 | ||||
Income tax expense |
$ | 2.0 | $ | 4.1 | ||||
Income from discontinued operations, net of tax |
$ | 3.7 | $ | 7.1 |
Three Months Ended | Six Months Ended | |||||||||||||||
(Loss) gains | June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
||||||||||||
Remeasurement of balances denominated in foreign currencies |
$ | (9.8 | ) | $ | 4.9 | $ | (12.1 | ) | $ | 2.6 | ||||||
Revaluation of foreign currency forward contracts |
6.0 | (5.3 | ) | 6.9 | (2.6 | ) | ||||||||||
Hedge costs |
(0.8 | ) | (0.5 | ) | (1.6 | ) | (1.0 | ) | ||||||||
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Total foreign exchange |
$ | (4.6 | ) | $ | (0.9 | ) | $ | (6.8 | ) | $ | (1.0 | ) | ||||
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(In millions) | June 29, 2012 |
December 30, 2011 |
||||||
Long-term debt: |
||||||||
5.625% senior notes due 2019 |
$ | 350.0 | $ | — | ||||
1% convertible senior notes due 2013 |
289.0 | 280.3 | ||||||
5.95% senior notes due 2015 |
200.0 | 200.0 | ||||||
Revolving lines of credit and other |
161.0 | 120.4 | ||||||
10.0% senior notes due 2014 |
31.3 | 31.1 | ||||||
Accounts receivable securitization facility |
— | 175.0 | ||||||
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|||||
Total long-term debt |
1,031.3 | 806.8 | ||||||
Short-term debt |
7.5 | 3.0 | ||||||
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|||||
Total debt |
$ | 1,038.8 | $ | 809.8 | ||||
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Three Months Ended | ||||||||||||||||||||||||
Domestic | Foreign | Total | ||||||||||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
|||||||||||||||||||
Service cost |
$ | 2.8 | $ | 1.8 | $ | 1.4 | $ | 1.4 | $ | 4.2 | $ | 3.2 | ||||||||||||
Interest cost |
3.2 | 2.9 | 2.4 | 2.5 | 5.6 | 5.4 | ||||||||||||||||||
Expected return on plan assets |
(2.4 | ) | (2.9 | ) | (2.4 | ) | (2.6 | ) | (4.8 | ) | (5.5 | ) | ||||||||||||
Net amortization |
2.3 | 0.8 | 0.2 | — | 2.5 | 0.8 | ||||||||||||||||||
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|||||||||||||
Net periodic cost |
$ | 5.9 | $ | 2.6 | $ | 1.6 | $ | 1.3 | $ | 7.5 | $ | 3.9 | ||||||||||||
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Six Months Ended | ||||||||||||||||||||||||
Domestic | Foreign | Total | ||||||||||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
|||||||||||||||||||
Service cost |
$ | 5.0 | $ | 3.5 | $ | 2.8 | $ | 2.7 | $ | 7.8 | $ | 6.2 | ||||||||||||
Interest cost |
6.3 | 6.0 | 4.7 | 4.9 | 11.0 | 10.9 | ||||||||||||||||||
Expected return on plan assets |
(5.6 | ) | (5.9 | ) | (4.9 | ) | (5.1 | ) | (10.5 | ) | (11.0 | ) | ||||||||||||
Net amortization |
4.3 | 1.7 | 0.5 | 0.1 | 4.8 | 1.8 | ||||||||||||||||||
Curtailment loss |
— | 0.6 | — | — | — | 0.6 | ||||||||||||||||||
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|||||||||||||
Net periodic cost |
$ | 10.0 | $ | 5.9 | $ | 3.1 | $ | 2.6 | $ | 13.1 | $ | 8.5 | ||||||||||||
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ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 29, 2012 |
December 30, 2011 |
|||||||
(Unaudited) | ||||||||
Assets: |
||||||||
Current assets |
$ | 2,524.7 | $ | 2,404.0 | ||||
Property, equipment and capital leases, net |
109.5 | 102.3 | ||||||
Goodwill |
374.0 | 351.7 | ||||||
Other assets |
219.6 | 190.2 | ||||||
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|||||
$ | 3,227.8 | $ | 3,048.2 | |||||
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|||||
Liabilities and Stockholder’s Equity: |
||||||||
Current liabilities |
$ | 1,016.4 | $ | 1,023.3 | ||||
Subordinated notes payable to parent |
1.0 | 6.0 | ||||||
Long-term debt |
759.2 | 543.9 | ||||||
Other liabilities |
199.4 | 198.2 | ||||||
Stockholder’s equity |
1,251.8 | 1,276.8 | ||||||
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|
|||||
$ | 3,227.8 | $ | 3,048.2 | |||||
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ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
|||||||||||||
Net sales |
$ | 1,577.0 | $ | 1,565.3 | $ | 3,099.7 | $ | 3,036.1 | ||||||||
Operating income |
$ | 91.1 | $ | 93.4 | $ | 179.1 | $ | 172.2 | ||||||||
Income from continuing operations before income taxes |
$ | 75.7 | $ | 83.6 | $ | 153.5 | $ | 155.1 | ||||||||
Net (loss) income from discontinued operations |
$ | (0.1 | ) | $ | 3.7 | $ | (0.4 | ) | $ | 7.1 | ||||||
Net income |
$ | 47.7 | $ | 54.9 | $ | 106.9 | $ | 103.8 | ||||||||
Comprehensive income |
$ | 28.0 | $ | 61.4 | $ | 106.7 | $ | 129.2 |
|
Expected Stock Price Volatility |
Risk-Free Interest Rate |
Expected Dividend Yield |
Expected Life | |||||||||
40.2% |
1.2 | % | 0 | % | 6.125 years |
|
Three Months Ended | Six Months Ended | |||||||||||||||
June 29, 2012 |
July 1, 2011 |
June 29, 2012 |
July 1, 2011 |
|||||||||||||
Net sales: |
||||||||||||||||
North America |
$ | 1,128.8 | $ | 1,099.4 | $ | 2,197.9 | $ | 2,128.1 | ||||||||
Europe |
273.8 | 290.4 | 561.4 | 576.0 | ||||||||||||
Emerging Markets |
174.4 | 175.5 | 340.4 | 332.0 | ||||||||||||
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|||||||||
$ | 1,577.0 | $ | 1,565.3 | $ | 3,099.7 | $ | 3,036.1 | |||||||||
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Operating income: |
||||||||||||||||
North America |
$ | 79.5 | $ | 79.2 | $ | 155.1 | $ | 149.6 | ||||||||
Europe |
0.8 | 4.6 | 4.4 | 4.5 | ||||||||||||
Emerging Markets |
9.6 | 8.2 | 17.1 | 15.4 | ||||||||||||
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|||||||||
$ | 89.9 | $ | 92.0 | $ | 176.6 | $ | 169.5 | |||||||||
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June 29, 2012 |
December 30, 2011 |
|||||||
Total assets: |
||||||||
North America |
$ | 2,088.4 | $ | 2,015.9 | ||||
Europe |
633.3 | 622.3 | ||||||
Emerging Markets |
494.0 | 395.8 | ||||||
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|||||
$ | 3,215.7 | $ | 3,034.0 | |||||
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Three Months Ended | ||||||||||||||||
June 29, 2012 | July 1, 2011 | |||||||||||||||
Net Sales | % of Total Net Sales |
Net Sales | % of Total Net Sales |
|||||||||||||
Enterprise Cabling and Security |
$ | 820.4 | 52.0 | % | $ | 820.0 | 52.4 | % | ||||||||
Electrical Wire & Cable |
516.0 | 32.7 | % | 499.1 | 31.9 | % | ||||||||||
OEM Supply |
240.6 | 15.3 | % | 246.2 | 15.7 | % | ||||||||||
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|||||||||
Net Sales |
$ | 1,577.0 | 100.0 | % | $ | 1,565.3 | 100.0 | % | ||||||||
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Six Months Ended | ||||||||||||||||
June 29, 2012 | July 1, 2011 | |||||||||||||||
Net Sales | % of Total Net Sales |
Net Sales | % of Total Net Sales |
|||||||||||||
Enterprise Cabling and Security |
$ | 1,599.6 | 51.6 | % | $ | 1,580.2 | 52.0 | % | ||||||||
Electrical Wire & Cable |
1,000.4 | 32.3 | % | 973.4 | 32.1 | % | ||||||||||
OEM Supply |
499.7 | 16.1 | % | 482.5 | 15.9 | % | ||||||||||
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|||||||||
Net Sales |
$ | 3,099.7 | 100.0 | % | $ | 3,036.1 | 100.0 | % | ||||||||
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|
Six Months Ended June 29, 2012 | ||||||||||||||||
North America | Europe (a) | Emerging Markets | Total | |||||||||||||
Balance as of December 30, 2011 |
$ | 329.2 | $ | 10.9 | $ | 11.6 | $ | 351.7 | ||||||||
Acquisition related (b) |
— | — | 22.7 | 22.7 | ||||||||||||
Foreign currency translation |
(0.2 | ) | (0.1 | ) | (0.1 | ) | (0.4 | ) | ||||||||
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|||||||||
Balance as of June 29, 2012 |
$ | 329.0 | $ | 10.8 | $ | 34.2 | $ | 374.0 | ||||||||
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(a) | Europe’s goodwill balance includes $100.0 million of accumulated impairment losses at December 30, 2011 and June 29, 2012. |
(b) | In June 2012, the Company paid $56.2 million, net of cash acquired and assumed approximately $10.5 million in debt, to acquire 100% of the stock of Jorvex, S.A., an electrical wire & cable distributor in Peru. The acquisition resulted in the preliminary allocation of $22.7 million to goodwill. The purchase price, which is subject to a net asset adjustment, and the purchase price allocation will be finalized when valuations of tangible and intangible assets acquired are completed. These valuations are expected to be finalized during 2012. |
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