SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934................FOR THE FISCAL YEAR ENDED JANUARY 3, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 1-5989
 ANIXTER INTERNATIONAL INC.
 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
 (STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
94-1658138
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
2 NORTH RIVERSIDE PLAZA
SUITE 1900
CHICAGO, ILLINOIS 60606
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 902-1515
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS                                      NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                                      -----------------------------------------
Common Stock, $1 par value                               New York Stock Exchange	

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the shares of Registrant's Common Stock, $1 par value, held by nonaffiliates of Registrant was approximately $500,000,000 as of March 14, 1997.
At March 14, 1997, 47,611,662 shares of Registrant's Common Stock, $1 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders of Anixter International Inc. are incorporated by reference into Part III. This document consists of 54 pages. Exhibit List begins on page 34.

TABLE OF CONTENTS
PART I.

Item 1.                  Business of the Company.....................................     3
Item 2.                  Properties..................................................     5
Item 3.                  Legal Proceedings...........................................     5
Item 4.                  Submission of Matters to a Vote of Security Holders.........     5
                         Executive Officers of the Registrant........................     5

PART II.
Item 5.                  Market for the Registrant's Common Stock and Related
                           Stockholder Matters.......................................     7
Item 6.                  Selected Financial Data.....................................     8
Item 7.                  Management's Discussion and Analysis of Financial Condition
                           and Results of Operations.................................     9
Item 8.                  Consolidated Financial Statements and Supplementary Data....    14
Item 9.                  Changes in and Disagreements with Accountants on Accounting
                           and Financial Disclosure..................................    14

PART III.
Item 10.                 Directors and Executive Officers of the Registrant..........    33
Item 11.                 Executive Compensation......................................    33
Item 12.                 Security Ownership of Certain Beneficial Owners and
                           Management................................................    33
Item 13.                 Certain Relationships and Related Transactions..............    33

PART IV.
Item 14.                 Exhibits, Financial Statement Schedules and Reports on Form
                           8-K.......................................................    33	

2

PART I
ITEM 1. BUSINESS OF THE COMPANY.
GENERAL
Anixter International Inc. (the "Company"), formerly known as Itel Corporation, which was incorporated in Delaware in 1967, is engaged in providing networking and cabling solutions for private network infrastructure requirements through Anixter Inc. and its subsidiaries (collectively "Anixter"). As of January 3, 1997 the Company also owned approximately 31% of ANTEC Corporation and its subsidiaries (collectively "ANTEC"), a broadband communications technology company. This percentage was reduced to approximately 19% in February 1997 by the issuance of additional stock by ANTEC in connection with a merger.
In 1996 the Company changed its year end from a calendar year ending December 31 to the Friday nearest December 31. Fiscal year 1996 ended on January 3, 1997. This change does not have a significant effect on the results of operations for the year ended January 3, 1997.
In 1995 the Company largely completed its strategy of selling its non-core businesses and investments including the sale of its 9% investment in the common stock of Santa Fe Energy Resources, Inc. ("Energy").
In 1994, the Company sold its remaining interests in its rail car leasing business conducted by Itel Rail Corporation ("Rail"). In 1994, 1993 and 1992, the Company sold all of its other transportation services assets. For information about the 1994 and 1993 sales see Item 7--Financial Liquidity and Capital Resources--Asset Sales and Other Dispositions and Note 3 of the Notes to the Consolidated Financial Statements.
In 1994, the Company sold its 9% investment in the common stock of Catellus Development Corporation ("Catellus").
At January 3, 1997, the Company and its subsidiaries employed approximately 5,600 persons. For information on segment and geographic data see Note 15 of the Notes to the Consolidated Financial Statements.
OPERATIONS
Anixter is a leading supplier of wiring systems, networking and internetworking products for voice, data and video networks and electrical power applications in North America, Europe, Asia and Latin America. Anixter stocks and/or sells a full line of these products from a network of 86 locations in the United States, 20 in Canada, 14 in the United Kingdom, 35 in Continental Europe, 13 in Latin America, 6 in Australia, and 14 in Asia. Anixter sells approximately 80,000 products to over 80,000 active customers and works with over 2,000 suppliers. Its customers include international, national, regional and local companies that are end users of these products and engage in manufacturing, communications, finance, education, health care, transportation, utilities and government. Also, Anixter sells products to resellers such as contractors, installers, system integrators, value added resellers, architects, engineers and wholesale distributors. The average order size is about $1,700.
The products sold by Anixter include communication (voice, data and video) products used to connect personal computers, peripheral equipment, mainframe equipment and various networks to each other. The products include an assortment of transmission media (copper and fiber optic cable) and components, as well as active data components for networking applications. Anixter sells products that are incorporated in local area networks ("LANs"), and the internetworking of LANs to form wide area networks ("WANs"). Anixter's products also include electrical wiring systems products used for the transmission of electrical energy and control/monitoring of industrial processes.
Increasingly, the Company's end user customer base is seeking complete solutions to their network infrastructure needs as opposed to just purchasing networking products. Therefore, in some circumstances Anixter is providing network design advice through its sales engineers prior to major sales commitments as well as project management, staging and configuration during customer project implementation, customer training and installation of networking products. On a post-sale basis Anixter provides network trouble
3

shooting, maintenance and warranty services. Anixter service offerings do not include cable system installation, application software development or the provision of terminal devices.
Prior to 1989, Anixter's operations were primarily limited to North America and the United Kingdom. In 1989, Anixter made a major commitment to expand its operations into the international voice, data and video communications markets. Since then, Anixter has opened businesses throughout Western and Central Europe and in significant markets in the Pacific Rim (other than Japan and Korea) and Latin America. While most of the European businesses have achieved operating profits, the Pacific Rim and Latin American expansion programs are considered to be in the start-up mode.
An important element of Anixter's business strategy is to develop and maintain close relationships with its key suppliers, which include the world's leading manufacturers of networking, communications cabling and electrical wiring systems products. Such relationships stress joint product planning, inventory management, technical support, advertising and marketing. In support of this strategy, Anixter does not compete with its suppliers in product design or manufacturing activities. Approximately 45% of the Company's purchases in 1996 were from its five largest suppliers.
Anixter's ability to cost effectively serve its customers' needs is possible through its proprietary computer system which connects all of its warehouses and sales offices throughout the world. The system is designed for sales support, order entry, inventory status, order tracking, credit review and material management. In addition, the Company operates a series of large modern hub warehouses in key distribution centers in North America, Europe, Asia and Latin America which provide for cost effective and reliable storage and delivery of products to its customers. The hub warehouses store the bulk of the Company's inventory and are to a certain degree specialized by broad product category. Some smaller warehouses are also maintained to provide for the local pick up needs of customers in certain cities. Anixter has also developed close relationships with certain freight, package delivery and courier services to minimize transit times between its facilities and customer locations.
The combination of its information systems, distribution network and delivery partnerships allows Anixter to provide a high level of customer services while maintaining a reasonable level of investment in inventory and facilities.
Anixter competes with distributors and manufacturers who sell products directly or through existing distribution channels to end users or other resellers. In addition, Anixter's future performance could be subject to economic downturns and possibly rapid changes in applicable technologies. To guard against inventory obsolescence, Anixter has negotiated various return and price protection agreements with its key suppliers. Although Anixter's relationships with its suppliers are good, the loss of a major supplier could have a temporary adverse effect on Anixter's business but would not have a lasting impact since comparable products are available from alternate sources.
INVESTMENT IN ANTEC
As of January 3, 1997 and December 31, 1995, the Company's interest in ANTEC was approximately 31%. Effective January 1, 1994, the Company reflects ANTEC as an equity investment in the consolidated financial statements. As of January 3, 1997, the market value of the Company's 7,113,500 shares of ANTEC was $74.2 million compared with a carrying value of $77.8 million. The Company views ANTEC as a long-term investment, subject to change should future circumstances warrant.
On February 6, 1997, a wholly-owned subsidiary of ANTEC was merged into TSX Corporation. Under the terms of the transaction, TSX Corporation shareholders received one share of ANTEC Corporation stock for each share of TSX Corporation stock that they owned. The transaction was accounted for as a pooling of interests. Upon consummation of this transaction the Company's ownership interest in ANTEC was reduced to approximately 19% which will result in a cessation of equity method accounting for this investment after February 6, 1997.
4

ANTEC is a communications technology company, specializing in the design and engineering of hybrid fiber/coax (HFC) broadband networks and the manufacturing, materials management and distribution of products for these networks.
ASSETS HELD FOR SALE
The principal assets held for sale at January 3, 1997 are those of the finance business of Signal Capital which have been classified as assets held for sale in the Company's consolidated financial statements since its acquisition in 1988. Subsequent to the purchase, the Company has sold or liquidated $1.4 billion of the portfolio through January 3, 1997. The $21.4 million net portfolio at January 3, 1997 represents approximately 2% of the original acquired Signal Capital portfolio. The Company continues to liquidate the acquired Signal Capital portfolio in an orderly manner that maximizes its value to shareholders and no material amounts of new loans or investments are being made by Signal Capital.
ITEM 2. PROPERTIES.
Most of the Company's facilities are leased.
ITEM 3. LEGAL PROCEEDINGS.
In the ordinary course of business, the Company and its subsidiaries became involved as plaintiffs or defendants in various legal proceedings. The claims and counterclaims in such litigation, including those for punitive damages, individually in certain cases and in the aggregate, involve amounts which may be material. However, it is the opinion of the Company's management, based upon the advice of its counsel, that the ultimate disposition of pending litigation will not be material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of 1996, no matters were submitted to a vote of the security holders.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table lists the name, age as of March 19, 1997, position, offices and certain other information with respect to the executive officers of the Company. The term of office of each executive officer will expire upon the appointment of his successor by the Board of Directors.

Rod F. Dammeyer, 56...............  Chief Executive Officer, President and Director of the
                                    Company since January 1993; President and Director of the
                                    Company from 1985 to 1993.

John A. Dul, 36...................  Assistant Secretary of the Company since May 1995; General
                                    Counsel and Secretary of Anixter since January 1996;
                                    Associate General Counsel and Secretary from July 1994 to
                                    January 1996; Associate General Counsel and Assistant
                                    Secretary from May 1993 to July 1994; Associate General
                                    Counsel from January 1990 to May 1993.

James M. Froisland, 46............  Vice President--Controller of the Company since February
                                    1996; Vice President--Corporate Controller of Budget Rent a
                                    Car Corporation from March 1992 to February 1996; Vice
                                    President Finance and Chief Financial Officer of Allsteel
                                    Inc., from August 1990 to March 1992; Corporate Controller
                                    and Director of Management Information Systems of the
                                    Haagen-Dazs Company, a subsidiary of The Pillsbury Company
                                    from October 1988 to August 1990.	

5

Robert W. Grubbs Jr., 40..........  President and Chief Executive Officer of Anixter since July
                                    1994; President Anixter U.S.A. from August 1993 to July
                                    1994; Executive Vice President, Sales and Marketing of
                                    Anixter from August 1992 to August 1993; Senior Vice
                                    President Southeastern Group of Anixter from May 1989 to
                                    August 1992.

James E. Knox, 59.................  Senior Vice President, General Counsel and Secretary of the
                                    Company since 1986.

Dennis J. Letham, 45..............  Chief Financial Officer, Senior Vice President--Finance of
                                    the Company since January 1995; Chief Financial Officer,
                                    Executive Vice President of Anixter since July 1993; Chief
                                    Financial Officer, Vice President of National Intergroup,
                                    Inc. from March 1991 to July 1993; Chief Financial Officer,
                                    Senior Vice President of FoxMeyer, Inc from September 1990
                                    to July 1993; Vice President--Controller of National
                                    Intergroup, Inc. from 1989 to March 1991.

James A. Loudon, 53...............  Vice President--Treasurer of the Company and Anixter since
                                    February 1996; Vice President--Controller of the Company
                                    from March 1995 to February 1996; Vice President--Controller
                                    of Anixter from January 1994 to February 1996; Vice
                                    President--Treasurer of Anixter from February, 1988 to
                                    January, 1994.

Philip F. Meno, 38................  Vice President--Taxes of the Company since May 1993;
                                    Director of Taxes from January 1990 to May 1993; Tax Manager
                                    from 1986 to January 1990.

Samuel Zell, 55...................  Chairman of the Board of Directors of the Company since
                                    January 1993; Chairman of the Board of Directors and Chief
                                    Executive Officer of the Company from 1985 to 1993.	

6

PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
A. MARKET INFORMATION
Anixter International Inc.'s Common Stock is traded on the New York Stock Exchange under the symbol AXE.
B. STOCK PRICES
The following table sets forth the high and low sales prices for the Common Stock on the NYSE.

                                                             HIGH      LOW
                                                             ----      ---
1995
  First Quarter..........................................  $19 5/16  $16 3/4
  Second Quarter.........................................   20 3/16   17 1/4
  Third Quarter..........................................   22 1/16   18 9/16
  Fourth Quarter.........................................   20 7/8    16 3/4

1996
  First Quarter..........................................  $20       $16
  Second Quarter.........................................   19 1/4    14 7/8
  Third Quarter..........................................   16 1/8    12 5/8
  Fourth Quarter.........................................   17 7/8    13 3/8

1997
  First Quarter (through March 14, 1997).................  $17 3/4   $13	

C. DIVIDENDS ON COMMON STOCK
The Company has not paid cash dividends on its Common Stock since 1979. On August 10, 1995, the Company's Board of Directors authorized a two-for-one stock split in the form of a stock dividend paid October 25, 1995, to stockholders of record September 22, 1995. All share and per share data have been adjusted to reflect this split.
D. NUMBER OF HOLDERS OF COMMON STOCK
There were approximately 5,700 holders of record of the Common Stock as of March 14, 1997.
7

ITEM 6. SELECTED FINANCIAL DATA.

                                                                               YEARS ENDED
                                                          ------------------------------------------------------
                                                                                     DECEMBER 31,
                                                          JANUARY 3,   -----------------------------------------
                                                             1997        1995       1994       1993       1992
                                                          ----------   --------   --------   --------   --------
                                                                 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Results of operations(a):
  Revenues--Anixter.....................................   $2,475.3    $2,194.8   $1,732.6   $1,328.6   $1,163.6
          --ANTEC.......................................         --          --         --      427.6      301.0
                                                           --------    --------   --------   --------   --------
  Consolidated revenues.................................   $2,475.3    $2,194.8   $1,732.6   $1,756.2   $1,464.6
                                                           ========    ========   ========   ========   ========
  Operating income--Anixter and all other...............   $   88.4    $   99.6   $   69.8   $   45.8   $   30.5
                   --ANTEC..............................         --          --         --       22.4       12.1
                                                           --------    --------   --------   --------   --------
  Consolidated operating income.........................   $   88.4    $   99.6   $   69.8   $   68.2   $   42.6
                                                           ========    ========   ========   ========   ========
  Interest expense and other, net.......................   $  (27.7)   $  (21.6)  $  (27.1)  $  (58.9)  $  (77.9)
  Equity in income (loss) of ANTEC......................        4.1         (.6)       7.9         --         --
  Non-recurring items, net(b)...........................         --          --       59.0       71.8         --
  Marketable equity securities losses, principally
    write-downs(c)......................................         --        (3.0)     (39.6)     (25.0)     (25.0)
  Income (loss) from continuing operations..............       36.1        39.1       46.2       28.8      (45.8)
  Income (loss) from discontinued operations............         --          --      200.7      (14.0)     (38.1)
  Extraordinary items, net(d)...........................         --          --         --      (16.0)     (20.4)
  Net income (loss).....................................   $   36.1    $   39.1   $  246.9   $   (1.2)  $ (104.3)

  Income (loss) per common and common equivalent
    share(g):
      Continuing operations.............................   $    .73    $    .71   $    .72   $    .43   $   (.89)
      Before extraordinary items........................         --          --       3.85        .20      (1.55)
      Net income (loss).................................        .73         .71       3.85       (.07)     (1.90)
Financial position at year end(a):
  Total assets..........................................   $1,261.0    $1,184.7   $1,110.9   $1,380.6   $1,436.2
  Total debt............................................      468.4       333.7      280.5      494.8      725.6
  Stockholders' equity(e)(f)............................      435.5       449.0      543.9      405.3      367.3
  Book value per common and common equivalent
    share(f)(g).........................................   $   9.07    $   8.77   $   9.25   $   6.14   $   5.05
  Weighted average common and common equivalent
    shares(g)...........................................     49,717      55,410     64,090     60,264     58,170	

Notes:
(a) Due to the 1994 sale of 4.0 million shares of ANTEC (see Note 1 of the Notes to the Consolidated Financial Statements), all 1996, 1995 and 1994 financial information reflects ANTEC as an equity investment. All prior financial information reflects ANTEC as a consolidated subsidiary of the Company.
(b) The non-recurring items in 1994 include a $48.2 million pre-tax gain on the May 1994 public offering of shares of common stock of ANTEC and a $10.8 million pre-tax gain relating to ANTEC's issuance of common stock in connection with an acquisition in November 1994. Non-recurring items in 1993 principally include an $84.5 million pre-tax gain on the 1993 initial public offering of shares of common stock of ANTEC and a $6.4 million pre-tax gain on other investments offset by a pre-tax loss of approximately $19.1 million relating to the liquidation of the Company's equity investment in Q-TEL (see Note 4 of the Notes to the Consolidated Financial Statements).
(c) In 1994, 1993 and 1992, the Company wrote down the value of its investments in marketable equity securities by $34.4 million, $25.0 million and $25.0 million, respectively. The remaining $5.2 million pre-tax charge in 1994 relates to the loss on sale of the Company's investment in Catellus. The remaining marketable securities were sold in 1995 resulting in a pre-tax loss of $3 million.
(d) Extraordinary items in 1993 and 1992 represent the gain/(loss), net of related income taxes, on early extinguishment of senior and subordinated debt at the Company and its subsidiaries.
(e) Stockholders' equity reflects treasury stock purchases of $75.5 million, $129.2 million, $138.9 million, $.3 million and $114.3 million in 1996, 1995, 1994, 1993 and 1992, respectively. No dividends on common stock were declared or paid during any of the periods shown.
(f) Stockholders' equity includes unrealized losses on marketable equity securities available-for-sale, net of deferred income tax benefit of $3.9 million, $23.7 million and $49.1 million at December 31, 1994, 1993 and 1992, respectively. Stockholders' equity at December 31, 1992 included approximately $83 million of Series C convertible preferred stock which was converted into 3.8 million shares of Common Stock in 1993.
(g) All share and per share data has been adjusted to reflect the dividend paid in the form of a two-for-one stock split on October 25, 1995.
8

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
Asset Sales and Other Dispositions
Recapitalization Program: In 1990, the Company began a program of modifying its capital structure by reducing certain senior and subordinated debt and purchasing Common Stock. Over the last several years, the Company also implemented a program of selling or otherwise monetizing certain assets to fund the recapitalization program. Since the program began, the Company has used proceeds to eliminate all debt at the holding company, temporarily reduce borrowings at the subsidiary level and to repurchase approximately $795 million of outstanding Common Stock. The financial liquidity and capital resources in 1996 and 1995 reflect the impact of the Company's recapitalization program.
Sale of Rail Car Leasing Business: In 1994, the Company sold its remaining interest in its rail cars for an aggregate purchase price of $205.5 million which was used to: (1) repay $150 million of the Corporate senior bank term loan ("Term Loan"); (2) pay the related income tax liability of approximately $25 million caused by the sale which resulted after utilization of the Company's NOL and ITC carryforwards; and (3) other general corporate purposes including the purchase of the Company's Common Stock.
ANTEC Public Offerings: In May 1994, the Company completed a public offering of shares of common stock of ANTEC for approximately $83 million. As a result of the ANTEC Offering, the Company's ownership of ANTEC common stock was reduced from 53% to 33%. In addition, in November 1994, ANTEC issued approximately 2.0 million shares of ANTEC common stock in connection with an acquisition which lowered the Company's ownership to approximately 30%. In the fourth quarter of 1995 the Company purchased .4 million shares of ANTEC stock increasing its ownership to 31%. This percentage was reduced to approximately 19% in February 1997 by the issuance of additional stock by ANTEC in connection with a merger.
Liquidation of Signal Capital: Signal Capital has been classified as assets held for sale since its acquisition in 1988. Subsequent to the purchase, the Company sold or liquidated $1.4 billion of the portfolio. The $21.4 million net portfolio at January 3, 1997 represents approximately 2% of the original acquired Signal Capital portfolio. Proceeds were used to repay indebtedness. The Company continues to liquidate the acquired Signal Capital portfolio in an orderly manner that maximizes its value to the Company's shareholders and no material amounts of new loans or investments are being made.
Other Dispositions: In 1995 the Company sold its investment in Energy for approximately $72.6 million. In 1994, the Company sold its investment in the marketable equity securities of Catellus for approximately $47.8 million. In 1994, 1993 and 1992, the Company sold all of its other transportation services assets. Proceeds from these other dispositions were used to reduce debt or to purchase the Company's Common Stock.
Cash Flow
Year ended January 3, 1997: Consolidated net cash used by continuing operating activities was ($39.8) million for the year ended January 3, 1997 compared to ($38.3) million in 1995. Cash used by continuing operating activities increased primarily as a result of increased working capital investment resulting from increased sales volume and a decrease in income from continuing operations. Consolidated net cash used by investing activities was ($33.3) million in 1996 versus $108.7 million provided in 1995. Consolidated investing activities in 1995 included approximately $72.6 million of proceeds from the sale of the Company's investment in Energy. Cash from discontinued operations, net was $11.1 million in 1996 versus $71.2 million in 1995. Consolidated cash provided by net financing activities was $80.8 million for the year ended 1996 in comparison to ($74.1) million used in 1995. The consolidated net financing activities in 1996 and 1995 include $75.5 million and $129.2 million, respectively of treasury stock purchases and net increases in borrowings of $161.1 million in 1996 versus $50.1 million in 1995.
9

Year ended December 31, 1995: Consolidated net cash used by continuing operating activities was ($38.3) million for the year ended December 31, 1995 compared to ($35.4) million in 1994. Cash used by continuing operating activities increased due primarily to increased working capital investment resulting from a 27% increased sales volume and a decrease in net income from continuing operations partially offset by non-recurring items and marketable equity security losses in 1994. Consolidated net cash provided by investing activities was $108.7 million in 1995 versus $381.8 million in 1994. Consolidated investing activities in 1995 include approximately $72.6 million of proceeds from the sale of the Company's investment in Energy. Consolidated investing activities in 1994 include approximately $82.8 million of proceeds from the ANTEC Offering and approximately $60.3 million from the Company's sales of Catellus and Q-TEL. Cash from discontinued operations, net was $71.2 million in 1995 versus $262.5 million in 1994. Consolidated cash used for net financing activities was ($74.1) million for the year ended 1995 in comparison to ($363.2) million for the year ended 1994. 1994 included the paydown of a substantial amount of subordinated debt. The consolidated net financing activities in 1995 and 1994 also include $129.2 million and $138.9 million, respectively of treasury stock purchases. Discontinued operations in 1995 and 1994 include net proceeds from the reduction of assets at Signal Capital of $67 million and $60 million, respectively and include net proceeds of $17 million and $10 million, respectively from the sale of the Company's other transportation assets. Discontinued operations in 1994 include net proceeds of $205.5 million from the sale of the Company's remaining interest in its rail car leasing business.
Interest Expense: Consolidated net interest expense and other was $27.7 million, $21.6 million and $27.1 million for the years ended January 3, 1997 and December 31, 1995 and 1994, respectively. The Company has entered into interest rate agreements which effectively fix or cap, for a period of time, the interest rate on a portion of its floating rate obligations. As a result, the interest rate on approximately 85% of debt obligations at January 3, 1997 is fixed or capped. The impact of interest rate swaps and caps on interest expense, net for the years ended January 3, 1997 and December 31, 1995 and 1994, was to increase interest expense by approximately $.9 million, $.9 million and $6.0 million, respectively.
Financings
In November 1995, the Company terminated its $115 million senior bank term loan facility. Effective with this termination, all existing financing facilities are maintained by the operating subsidiaries of the Company.
In September 1996, the Company increased Anixter's secured domestic revolving line of credit to $550 million, obtained a release of collateral making the facility unsecured, lowered the interest rate spreads, and extended the expiration to 2001.
In September, 1996 Anixter filed a shelf registration statement with the Securities and Exchange Commission to offer from time to time up to $200 million aggregate principal amount of unsecured notes. On September 17, 1996 Anixter issued $100 million of these notes due September, 2003. The notes, which bear interest at 8%, contain various restrictions with respect to secured borrowings and are unconditionally guaranteed by the Company. Proceeds of the offering were used to reduce the amount of debt outstanding under Anixter's revolving line of credit.
At January 3, 1997, $230 million was available under the bank revolving lines of credit at Anixter, of which $32 million was available to the Company for general corporate purposes.
Debt Maturities and Repayments
In 1994, the Company repaid the entire $250 million term loan with proceeds from the sale of the Company's rail car leasing business and the ANTEC Offering. The term loan was originally obtained in December 1993 and was secured by the Company's investments in the capital stock of Anixter, ANTEC and Signal Capital and its investment in marketable securities.
In 1994, the Company retired the remaining $221 million of the face value of subordinated debt at the Company.
10

NOL Carryforwards
As of January 3, 1997, the Company had no NOL or ITC carryforwards for Federal income tax purposes due to the sale in 1994 of the Company's rail car leasing business which exhausted virtually all carryforwards in 1994. Certain of these carryforwards are currently being examined by the IRS and, therefore, may still be subject to adjustment.
As a result of the 1995 sale of the Energy shares the Company generated a capital loss of approximately $80 million, most of which was carried back and offset against the 1994 gain on the Rail sale. This carryback generated cash refunds of $12.2 million in 1996 and also caused $9.0 million of the ITC's claimed in 1994 to be available for carryforward to 1995. Approximately $2.4 million of the ITC's claimed in 1994 expired as a result of the carryback of the Energy loss.
In addition, at January 3, 1997, various foreign subsidiaries of the Company had aggregate cumulative NOL carryforwards for foreign income tax purposes of approximately $74.5 million which are subject to various tax provisions of each respective country. Approximately $26.5 million of this amount expires between 1997 and 2006 and $48.0 million of the amount has an indefinite life.
The availability of tax benefits of NOL and ITC carryforwards to reduce the Company's Federal income tax liability is subject to various limitations under the Internal Revenue Code.
Liquidity Considerations and Other
Certain debt agreements entered into by the Company's operating subsidiaries contain various restrictions including restrictions on payments to the Company. Such restrictions have not had nor are expected to have an adverse impact on the Company's ability to meet its cash obligations.
CAPITAL EXPENDITURES
Consolidated capital expenditures were $32.9 million, $31.3 million and $17.2 million for 1996, 1995 and 1994, respectively.
RESULTS OF OPERATIONS
The Company has experienced increased revenues due to the continued growth of the North American communications and electrical wire and cable businesses and its continuing worldwide expansion. Anixter competes with distributors and manufacturers who sell products directly or through existing distribution channels to end users or other resellers. In addition, Anixter's future performance could be affected by economic downturns and possible rapid changes in applicable technologies.
The Company had a 31% investment in ANTEC at year end 1996 and 1995 and views ANTEC as a long-term investment, subject to change should future circumstances warrant. Consolidated results for 1996, 1995 and 1994 include ANTEC as an equity investment in the results of operations.
Year ended January 3, 1997: Net income was $36.1 million in 1996 compared with $39.1 million in 1995. The results for 1996 were negatively impacted as a result of slower than expected sales growth and increased operating expenses as further described below.
Revenues grew by 13% to $2.5 billion. The North American communications business experienced 11% growth to $1.9 billion as compared to 23% in 1995. The slower growth was attributed to the combination of disruptions caused by a salesforce reorganization, substantial changes in industry wide availability from manufacturers of certain teflon coated communication cables and an industry wide slowing of shared media hub market growth. In Europe, sales of $478.2 million represented growth of 11% as compared to 35% in 1995. The slower growth rates were principally attributable to efforts to build network integration capabilities that compete with a number of our customers, the separation of the salesforce to meet these efforts and the loss of business due to competition with some of our customers in the network integration area.
11

North American electrical wire and cable distribution revenues of $346.6 million represented a 10% increase as compared to 28% in 1995. Despite a 17% volume increase, lower copper prices in much of 1996 were the principal factor in the lower year over year sales growth. Asia Pacific and Latin America revenues increased by a combined 43% to $137.7 million due to increased market penetration and expansion within these territories. Revenues by major markets are presented in the following table.

                                                                        YEARS ENDED
                                                                ----------------------------
                                                                JANUARY 3,      DECEMBER 31,
                                                                   1997             1995
                                                                ----------      ------------
                                                                       (IN MILLIONS)
North America...............................................     $1,859.4         $1,669.3
Europe......................................................        478.2            429.1
Asia and Latin America......................................        137.7             96.4
                                                                 --------         --------
                                                                 $2,475.3         $2,194.8
                                                                 ========         ========	

In 1996, operating income declined to $88.4 million from $99.6 million in 1995. Gross margins remained constant at 25.2% in each year, therefore the drop in operating earnings is attributable to operating expenses increases outpacing revenue growth. In North America, $11.0 million was spent in excess of related revenues to build our technical services capabilities in the form of our Customer Service Center, staging facilities and network engineering staffs and technical training. In Latin America, the initial startup of businesses in Argentina, Brazil and Colombia resulted in operating losses of $5.9 million. In Asia Pacific, the further staffing of businesses initiated in 1994 and 1995 and the enhancement of the regional headquarters staff resulted in over 150 new hires in 1996 which generated further start up losses of $14.6 million in 1996 compared to losses of $5.4 million in 1995. Lastly, approximately $19.8 million was spent in the initiation of a network integration business in Europe in 1996. These costs along with the disruption caused by the salesforce reorganization and the loss of business which resulted from competition with some of our customers reduced operating income from 1995. Operating income (loss) by major markets is presented in the following table.

                                                                       YEARS ENDED
                                                               ----------------------------
                                                               JANUARY 3,      DECEMBER 31,
                                                                  1997             1995
                                                               ----------      ------------
                                                                      (IN MILLIONS)
North America..............................................      $105.7           $89.7
Europe.....................................................         2.8            17.6
Asia and Latin America.....................................       (20.1)           (7.7)
                                                                 ------           -----
                                                                 $ 88.4           $99.6
                                                                 ======           =====	

Consolidated net interest expense rose to $27.7 million in 1996 from $21.6 million in 1995 as a result of higher working capital levels and the use of cash from the sale of non operating assets to fund $76 million of share repurchases. Overall costs of borrowings increased in September 1996 as $100 million of short term borrowings, which had an average cost of 6.3% in 1996 was replaced with seven year term debt at a cost of 8%.
The 1996 effective income tax rate was approximately 44% as compared with approximately 47% in 1995. The effective tax rate exceeds the combined federal, foreign and state rate of approximately 40% principally because of goodwill amortization which is not a tax deductible expense, start up losses in some foreign countries where there is no current year benefit for the losses, less the effect of a reassessment, and adjustment of prior year tax accounts.
Year ended December 31, 1995: Income from continuing operations was $39.1 million in 1995 compared with $46.2 million in 1994. Results in 1994 include a $48.2 million pre-tax gain on the ANTEC Offering and a $10.8 million pre-tax gain relating to ANTEC's issuance of common stock in connection with an acquisition in November 1994. Results of continuing operations in 1994 include pre-tax charges associated with the sale and write down of marketable equity securities of $39.6 million. Net income was $39.1 million and $246.9 million for the years ended December 31, 1995 and 1994, respectively. Net income from 1995 results includes a ($.3) million after tax loss on the Company's equity interest in ANTEC, due to the one-time pre-tax reorganization charge of $21.7 million recorded in the third quarter by ANTEC, versus $7.9 million of income
12

in 1994. In 1995, the Company also recorded a ($3.0) million loss associated with the sale of its investment in marketable securities. Income from discontinued operations in 1994 reflects a $202.0 million after-tax gain from the sale of the Company's rail car leasing business.
Revenues in 1995 rose 27% to $2.2 billion resulting from the continued growth of the North American business and the continuing penetration in Europe, Asia, and Latin America. North America revenues in 1995 increased 23% to $1.7 billion due to strong demand for its communications products and focused marketing efforts in its electrical wiring systems business. Europe revenues in 1995 increased to $429.1 million from $316.8 million due primarily to continued expansion and increased market penetration, particularly in networking products, across all geographic territories. Asia and Latin America revenues increased to $96.4 million in 1995 due to increased market penetration, strong product demand and expansion into new territories. Revenues by major markets are presented in the following table.

                                                              YEARS ENDED DECEMBER 31,
                                                              -------------------------
                                                                1995             1994
                                                              --------         --------
                                                                    (IN MILLIONS)
North America.............................................    $1,669.3         $1,360.5
Europe....................................................       429.1            316.8
Asia and Latin America....................................        96.4             55.3
                                                              --------         --------
                                                              $2,194.8         $1,732.6
                                                              ========         ========	

Operating income for 1995 increased 43% to $99.6 million due primarily to significantly improved volume and earnings in North America. North America operating income increased 36% to $89.7 million in 1995 due to volume related economies of scale offset by increased spending for new service and logistics initiatives. Europe operating income in 1995 increased 167% to $17.6 million from $6.6 million due primarily to continued expansion and volume related economies of scale. Asia and Latin America operating losses increased to ($7.7) million from ($2.6) million in 1994 due to geographic expansion, new offices and staff increases. Aggregate gross start-up losses in expansion markets, which have yet to achieve profitable operations were $12.6 million through 1995. Operating income (loss) by major markets is presented in the following table.

                                                               YEARS ENDED
                                                               DECEMBER 31,
                                                              --------------
                                                              1995     1994
                                                              -----    -----
                                                              (IN MILLIONS)
North America...............................................  $89.7    $65.8
Europe......................................................   17.6      6.6
Asia and Latin America......................................   (7.7)    (2.6)
                                                              -----    -----
                                                              $99.6    $69.8
                                                              =====    =====	

Consolidated net interest expense and other for 1995 declined to $21.6 million from $27.1 million in 1994 due to the extinguishment of high-cost corporate debt from the monetization of the Company's non-core assets in the first half of 1994 partially offset by the cost of funding the stock purchase program and increased working capital borrowings.
The consolidated tax provision for the year ended December 31, 1995 reflects an effective tax rate of 47.4% based on pre-tax book income adjusted for goodwill amortization and start up losses in certain international businesses which are not currently deductible and for which no anticipated future tax benefit has been recorded. The increase in the effective tax rate from the prior year period is due to the absence in 1995 of certain non-recurring tax benefits associated with the secondary offering of ANTEC which occurred in 1994.
Impact of Inflation: Inflation has slowed in recent years and is currently not an important determinant of Anixter's results of operations due, in part, to rapid inventory turnover.
13

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                                                                PAGE
                                                                ----
Report of Independent Auditors..............................     15
Consolidated Balance Sheets.................................     16
Consolidated Statements of Operations.......................     17
Consolidated Statements of Cash Flows.......................     18
Consolidated Statements of Stockholders' Equity.............     19
Notes to the Consolidated Financial Statements..............     20
Summary Quarterly Financial Information (Unaudited).........     32	

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
14

REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Anixter International Inc.
We have audited the accompanying consolidated balance sheets of Anixter International Inc. as of January 3, 1997 and December 31, 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended January 3, 1997. Our audits also included the financial statement schedules listed in the Index at Item 14(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anixter International Inc. at January 3, 1997 and December 31, 1995, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 3, 1997, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
Chicago, Illinois
February 10, 1997
15

ANIXTER INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                              JANUARY 3,   DECEMBER 31,
                                                                 1997          1995
                                                              ----------   ------------
                         ASSETS
Current assets:
  Cash and equivalents......................................  $   18,200    $   10,500
  Accounts receivable (net of allowances for doubtful
     accounts of $9,000 and $9,000, respectively)...........     441,100       400,000
  Inventories, primarily finished goods.....................     397,300       364,100
  Income taxes receivable...................................          --         8,300
  Other assets..............................................      11,900         6,400
                                                              ----------    ----------
          Total current assets..............................     868,500       789,300
Property, primarily equipment, at cost......................     128,400        97,400
Accumulated depreciation....................................     (66,800)      (48,200)
                                                              ----------    ----------
          Net property......................................      61,600        49,200
Goodwill (net of accumulated amortization of $57,600 and
  $51,500, respectively)....................................     183,100       183,000
Assets held for sale, net...................................      44,000        42,800
Investment in ANTEC.........................................      77,800        73,700
Other assets................................................      26,000        55,000
                                                              ----------    ----------
                                                              $1,261,000    $1,193,000
                                                              ==========    ==========
           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $  209,200    $  232,400
  Accrued expenses..........................................      97,100        99,500
  Income taxes payable......................................       7,200            --
                                                              ----------    ----------
          Total current liabilities.........................     313,500       331,900
Deferred income taxes.......................................      29,800        37,400
Other liabilities...........................................       7,600        11,200
Long-term debt..............................................     468,400       333,700
                                                              ----------    ----------
          Total liabilities.................................     819,300       714,200
Minority interests..........................................       6,200         6,400
Common stock repurchase commitment..........................          --        23,400
Stockholders' equity:
  Common stock--$1.00 par value, 100,000,000 shares
     authorized, 48,006,614 and 52,488,090 shares issued and
     outstanding............................................      48,000        52,500
  Capital surplus...........................................      57,100        99,900
  Retained earnings.........................................     344,500       308,400
  Cumulative translation adjustments........................     (14,100)      (11,800)
                                                              ----------    ----------
          Total stockholders' equity........................     435,500       449,000
                                                              ----------    ----------
                                                              $1,261,000    $1,193,000
                                                              ==========    ==========	

See accompanying notes to the consolidated financial statements.
16

ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                      YEARS ENDED
                                                        ---------------------------------------
                                                                            DECEMBER 31,
                                                        JANUARY 3,    -------------------------
                                                           1997          1995          1994
                                                        -----------   -----------   -----------
Revenues..............................................  $ 2,475,300   $ 2,194,800   $ 1,732,600
Cost of operations:
  Cost of sales.......................................   (1,852,600)   (1,641,100)   (1,298,300)
  Operating expenses..................................     (528,200)     (448,100)     (358,500)
  Amortization of goodwill............................       (6,100)       (6,000)       (6,000)
                                                        -----------   -----------   -----------
                                                         (2,386,900)   (2,095,200)   (1,662,800)
                                                        -----------   -----------   -----------
Operating income......................................       88,400        99,600        69,800
Other (expenses) income:
  Interest expense....................................      (29,900)      (24,800)      (33,000)
  Interest income and other...........................        2,200         3,200         5,900
  Equity in income (loss) of ANTEC....................        4,100          (600)        7,900
  Non-recurring items, net............................           --            --        59,000
  Marketable equity securities losses, principally
     write-downs......................................           --        (3,000)      (39,600)
                                                        -----------   -----------   -----------
Income from continuing operations
  before income taxes.................................       64,800        74,400        70,000
Income tax expense....................................      (28,700)      (35,300)      (23,800)
                                                        -----------   -----------   -----------
Income from continuing operations.....................       36,100        39,100        46,200
Income from discontinued operations
  (net of related taxes)..............................           --            --       200,700
                                                        -----------   -----------   -----------
Net income............................................  $    36,100   $    39,100   $   246,900
                                                        ===========   ===========   ===========
Income per common and common equivalent share:
  Continuing operations...............................         $.73          $.71         $ .72
  Net income..........................................         $.73          $.71         $3.85
                                                        ===========   ===========   ===========	

See accompanying notes to the consolidated financial statements.
17

ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

                                                                       YEARS ENDED
                                                          -------------------------------------
                                                                             DECEMBER 31,
                                                          JANUARY 3,    -----------------------
                                                             1997         1995         1994
                                                          -----------   ---------   -----------
Operating activities:
  Income from continuing operations.....................  $    36,100   $  39,100   $    46,200
  Adjustments to reconcile income from continuing
     operations to net cash used by continuing operating
     activities:
       Depreciation.....................................       20,800      15,700        10,000
       Amortization of goodwill.........................        6,100       6,000         6,000
       Deferred income taxes............................       (4,800)     17,000        20,400
       Non-recurring items, net.........................           --          --       (59,000)
       Marketable equity securities losses, principally
          write-downs...................................           --       3,000        39,600
       Non-cash financing expense.......................        1,000         800         3,900
       Other, net.......................................       (4,100)      3,500          (800)
       Changes in assets and liabilities:
          Accounts receivable...........................      (39,500)    (75,700)      (99,100)
          Inventories...................................      (33,200)    (88,300)      (35,400)
          Accounts payable and accrued expenses.........      (19,100)     61,600        51,800
          Other, net....................................       (3,100)    (21,000)      (19,000)
                                                          -----------   ---------   -----------
            Net cash used by continuing operating
               activities...............................      (39,800)    (38,300)      (35,400)
                                                          -----------   ---------   -----------
Investing activities:
  Sales of securities...................................           --      72,600        47,800
  Purchases of property.................................      (32,900)    (31,300)      (17,200)
  Sale of and net receipts from ANTEC...................           --          --        82,800
  Receipts from Q-TEL...................................           --          --        12,500
  Proceeds from sales of discontinued operations, net...         (400)     71,200       262,500
  Other, net............................................           --      (3,800)       (6,600)
                                                          -----------   ---------   -----------
            Net cash provided (used) by investing
               activities...............................      (33,300)    108,700       381,800
                                                          -----------   ---------   -----------
Net cash provided (used) before financing activities....      (73,100)     70,400       346,400
Financing activities:
  Borrowings............................................    1,191,100     836,400       858,600
  Reductions in borrowings..............................   (1,030,000)   (786,300)   (1,087,300)
  Proceeds from issuance of common stock................        4,800       8,300         8,600
  Purchases of treasury stock...........................      (75,500)   (129,200)     (138,900)
  Other, net............................................       (9,600)     (3,300)       (4,200)
                                                          -----------   ---------   -----------
            Net cash provided (used) in financing
               activities...............................       80,800     (74,100)     (363,200)
                                                          -----------   ---------   -----------
Cash provided (used)....................................        7,700      (3,700)      (16,800)
Cash and equivalents at beginning of year...............       10,500      14,200        31,000
                                                          -----------   ---------   -----------
Cash and equivalents at end of year.....................  $    18,200   $  10,500   $    14,200
                                                          ===========   =========   ===========	

See accompanying notes to the consolidated financial statements.
18

ANIXTER INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JANUARY 3, 1997 AND DECEMBER 31, 1995 AND 1994
 (IN THOUSANDS)

                                                                           CUMULATIVE    UNREALIZED LOSSES
                                          COMMON     CAPITAL    RETAINED   TRANSLATION     ON MARKETABLE
                                           STOCK     SURPLUS    EARNINGS   ADJUSTMENTS   EQUITY SECURITIES     TOTAL
                                          ------    ---------   --------   -----------   -----------------   ---------
Balance at December 31, 1993............  $33,000   $ 383,500   $ 22,400    $ (9,900)        $(23,700)       $ 405,300
Net income..............................      --           --    246,900          --               --          246,900
Issuance of common stock and other,
  net...................................     500       13,800         --          --               --           14,300
Foreign currency translation
  adjustments...........................      --           --         --        (200)              --             (200)
Purchases and retirement of treasury
  stock.................................  (4,100)    (134,800)        --          --               --         (138,900)
Net change in unrealized losses on
  marketable equity securities
  available-for-sale....................      --           --         --          --           16,500           16,500
                                          -------   ---------   --------    --------         --------        ---------
Balance at December 31, 1994............  29,400      262,500    269,300     (10,100)          (7,200)         543,900
Net income..............................      --           --     39,100          --               --           39,100
Issuance of common stock................     500       12,600         --          --               --           13,100
Foreign currency translation
  adjustments...........................      --           --         --      (1,700)              --           (1,700)
Purchases and retirement of treasury
  stock.................................  (4,200)    (125,000)        --          --               --         (129,200)
Common stock repurchase commitment......      --      (23,400)        --          --               --          (23,400)
Two-for-one stock split.................  26,800      (26,800)        --          --               --               --
Net change in unrealized losses on
  marketable equity securities
  available-for-sale....................      --           --         --          --            7,200            7,200
                                          -------   ---------   --------    --------         --------        ---------
Balance at December 31, 1995............  52,500       99,900    308,400     (11,800)              --          449,000
Net income..............................      --           --     36,100          --               --           36,100
Issuance of common stock................     200        4,600         --          --               --            4,800
Foreign currency translation
  adjustments...........................      --           --         --      (2,300)              --           (2,300)
Purchases and retirement of treasury
  stock.................................  (4,700)     (47,400)        --          --               --          (52,100)
                                          -------   ---------   --------    --------         --------        ---------
Balance at January 3, 1997..............  $48,000   $  57,100   $344,500    $(14,100)        $     --        $ 435,500
                                          =======   =========   ========    ========         ========        =========	

See accompanying notes to the consolidated financial statements.
19

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: Anixter International Inc. (the "Company"), formerly known as Itel Corporation, which was incorporated in Delaware in 1967, is engaged in providing networking and cabling solutions for private network infrastructure requirements through Anixter Inc. and its subsidiaries (collectively "Anixter"). As of January 3, 1997 the Company also owned approximately 31% of ANTEC Corporation and its subsidiaries (collectively "ANTEC"), a broadband communications technology company.
Consolidation: The consolidated financial statements include the accounts of Anixter International Inc. and its majority-owned subsidiaries (collectively "the Company") after elimination of intercompany transactions. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Basis of presentation: In 1996 the Company changed its year end from a calendar year ending December 31 to the Friday nearest December 31. Fiscal year 1996 ended on January 3, 1997. This change does not have a significant effect on the results of operations for the year ended January 3, 1997.
Reclassifications: Certain prior information has been reclassified to conform to the 1996 presentation.
Cash and equivalents: The Company considers all highly liquid investments with a purchased maturity of three months or less to be cash equivalents. The carrying amount of cash and equivalents approximates fair value because of the short maturity of those instruments.
Inventories: Inventories are valued principally at the lower of average, approximating first-in, first-out, cost or market.
Depreciation: The Company provides for depreciation of property principally on the straight-line basis over various useful lives including 3 to 10 years for equipment and the term of the lease for leasehold improvements.
Goodwill: Goodwill relates to the excess of cost over the fair value of the net tangible assets of businesses acquired. The Company at each balance sheet date evaluates, for recognition of potential impairment, its recorded goodwill against the current and undiscounted expected future operating income before goodwill amortization expense of the entities to which goodwill relates. Goodwill is amortized on a straight-line basis over 40 years.
Marketable equity securities available-for-sale: Realized losses on dispositions of securities were determined using the average cost method. Realized pre-tax losses, before related interest carrying costs, were ($3.0) million and ($5.2) million in 1995 and 1994, respectively.
Investment in ANTEC: Dilution of the Company's ownership position in ANTEC which results from the issuance of shares of common stock by ANTEC is treated as if an equivalent percentage of ownership had been disposed of by the Company. To the extent ANTEC issues shares of common stock at amounts per share in excess of or less than the Company's average per share carrying value, gains or losses from such changes in ownership are recorded in income when such issuances occur. In May 1994, the Company sold 4.0 million shares of ANTEC common stock in a public offering (the "ANTEC Offering"). As a result of the ANTEC Offering, the Company's ownership of ANTEC common stock was reduced from 53% to 33%. In addition, in November 1994, ANTEC issued approximately 2.0 million shares of ANTEC common stock in connection with an acquisition which lowered the Company's ownership to approximately 30%. In the fourth quarter of 1995 the Company purchased .4 million additional shares of ANTEC stock increasing the ownership to 31%. The Company reflects ANTEC as an equity investment. As of January 3, 1997, the market value of the Company's investment in ANTEC was $74.2 million.
Interest rate agreements: In addition to the fixed rate 8% debentures, the Company has entered into interest rate agreements which effectively fix or cap, for a period of time, the LIBOR component of the
20

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
interest rate on a portion of its floating rate obligations. As a result, the interest rate on approximately 85% and 67%, of debt obligations at January 3, 1997 and December 31, 1995, respectively, is fixed or capped. At January 3, 1997 and December 31, 1995, the Company had interest rate cap agreements outstanding with notional amounts aggregating $100 million and $175 million, respectively. These interest rate cap agreements effectively entitle the Company to receive from the banks the amount by which the LIBOR component of the floating rate interest payments exceeds 6.0% on $50 million and $125 million of its floating rate debt, at January 3, 1997 and December 31, 1995, respectively, and on $50 million exceeding 7.5% at January 3, 1997 and December 31, 1995. The $2.3 million of premiums paid in 1995, for these interest rate cap agreements are included in other assets and are being amortized to interest expense over the life of the respective interest rate cap agreements which expire in 1997 and 1998. Payments received as a result of the interest rate cap agreements are recognized as a reduction of interest expense. The carrying value of these interest rate cap agreements is $.3 million and $1.0 million at January 3, 1997 and December 31, 1995, respectively. At January 3, 1997, the Company had an interest rate swap agreement outstanding with a notional amount of $50 million. This swap agreement obligates the Company to pay a fixed rate of 6.0% through June 1998. The Company has three additional interest rate swap agreements with a notional amount aggregating $100 million that obligate the Company to pay a fixed rate of approximately 6.11% through July 2000. At January 3, 1997 the Company also has one forward rate interest collar agreement with a notional amount of $50 million. This interest rate agreement entitles the Company to receive from the bank the amount by which the LIBOR component of the floating rate interest payments exceed 6.50% and for the Company to pay the bank the difference between 6.30% and the floating rate when interest rates fall below 5.30%. This interest rate collar matures in January 2002. The fair value of all of the Company's interest rate agreements at January 3, 1997 and December 31, 1995, is $1.1 million and ($4.0) million, respectively. The fair value of interest rate agreements is the estimated amount that the Company would receive or pay to enter into the interest rate agreements at the reporting date, taking into account current interest rates. The impact of interest rate agreements for the years ended January 3, 1997 and December 31, 1995 and 1994 was to increase interest expense by approximately $.9 million, $.9 million and $6.0 million, respectively. The Company does not enter into interest rate transactions for speculative purposes.
Foreign currency forward contracts: The Company has purchased short-term foreign currency forward contracts to minimize the effect of fluctuating foreign currencies on its reported income. The impact of these foreign currency forward contracts on the income statement was insignificant in 1996, 1995 and 1994. The forward contracts are revalued at current foreign exchange rates, with the changes in valuation reflected directly in income. At January 3, 1997 and December 31, 1995, the Company had approximately $45.7 million and $61.9 million, respectively, in foreign currency forward contracts outstanding.
Revenue recognition: Sales and related cost of sales are recognized primarily upon shipment of products.
Advertising and sales promotion: Advertising and sales promotion costs are expensed as incurred.
Income taxes: Provisions for income taxes include deferred taxes resulting from temporary differences in determining income for financial and tax purposes using the liability method. Such temporary differences result primarily from differences in the carrying value of assets and liabilities.
Income per common share: Weighted average common and common equivalent shares were 49,717,000, 55,410,000, and 64,090,000 for 1996, 1995, and 1994, respectively. All share and per share data other than amounts displayed on the balance sheets and consolidated statements of stockholders' equity have been adjusted to reflect the two-for-one stock split in the form of a stock dividend, paid October 25, 1995.
NOTE 2. SUPPLEMENTAL CASH FLOW INFORMATION
Continuing operations of the Company paid interest, of approximately $22.8 million, $24.0 million and $52.4 million for the years ended January 3, 1997 and December 31, 1995 and 1994, respectively.
21

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Approximately $18.1 million, $24.6 million and $27.8 million was paid for income taxes for the years ended January 3, 1997 and December 31, 1995 and 1994, respectively.
NOTE 3. DISCONTINUED AND ASSETS HELD FOR SALE
The finance business of Signal Capital Corporation ("Signal Capital") has been included as assets held for sale since acquisition in 1988. Subsequent to the purchase, the Company sold or liquidated $1.4 billion of the portfolio. The $21.4 million net portfolio at January 3, 1997 represents approximately 2% of the original acquired Signal Capital portfolio. Proceeds were used to repay indebtedness and repurchase shares of the Company's common stock. The Company continues to liquidate the acquired Signal Capital portfolio in an orderly manner that maximizes its value to shareholders and no material amounts of new loans or investments are being made by Signal Capital.
In 1994, the Company sold its remaining interests in its rail cars for an aggregate purchase price of $205.5 million. The net gain on the sale of the Company's interest in rail cars was approximately $202.0 million. The total cash proceeds of $205.5 million were used to: (1) repay the $150 million Corporate senior bank term loan ("Term Loan"); (2) pay the related income tax liability of approximately $25 million caused by the sale which resulted after utilization of the Company's net operating loss ("NOL") and investment tax credit ("ITC") carryforwards; and (3) other general corporate purposes including the purchase of the Company's common stock.
The results of operations of the rail car leasing business, the other transportation services segment, other previously sold businesses and the results of the acquired Signal Capital portfolio have been included in discontinued operations net of allocated corporate interest expense. Allocated corporate interest expense amounted to $6.3 million for the year ended December 31, 1994. No interest was allocated in 1996 and 1995. Summarized financial results of discontinued operations were as follows:

                                                                         YEARS ENDED
                                                                -----------------------------
                                                                               DECEMBER 31,
                                                                JANUARY 3,    ---------------
                                                                   1997       1995      1994
                                                                ----------    -----    ------
                                                                        (IN MILLIONS)
Revenues:
  Signal Capital............................................      $ 4.9       $ 3.9    $  2.0
  Rail car leasing..........................................         --          --      89.3
  Other discontinued operations, principally transportation
     services...............................................         --          --        .6
                                                                  -----       -----    ------
                                                                  $ 4.9       $ 3.9    $ 91.9
                                                                  =====       =====    ======
Operating income (loss):
  Signal Capital............................................      $(4.8)      $ 3.0    $  4.2
  Rail car leasing..........................................         --          --      52.3
  Other discontinued operations, principally transportation
     services...............................................        4.8        (3.0)       .5
                                                                  -----       -----    ------
                                                                  $  --       $  --    $ 57.0
                                                                  =====       =====    ======
Loss from discontinued operations before gain on sales (net
  of related taxes).........................................      $  --       $  --    $ (1.3)
Gain on sales (net of related taxes)........................         --          --     202.0
                                                                  -----       -----    ------
Income from discontinued operations (net of related tax
  benefits of $101.1 million in 1994).......................      $  --       $  --    $200.7
                                                                  =====       =====    ======	

The composition of remaining assets held for sale at January 3, 1997 and December 31, 1995 consisted primarily of finance receivables.
22

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 4. NON-RECURRING ITEMS
Non-recurring items in 1994 reflect a $48.2 million pre-tax gain on the ANTEC Offering relating to the May 1994 public offering of shares of common stock of ANTEC. The Company sold 4.0 million shares of ANTEC common stock at $21.75 per share. Net proceeds from the ANTEC Offering were approximately $83 million. Non-recurring items in 1994 also reflect a $10.8 million pre-tax gain relating to ANTEC's issuance of approximately 2.0 million shares of ANTEC common stock in connection with an acquisition in November 1994. The Company provided income taxes relating to the recognized pre-tax book gains.
NOTE 5. SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC.
The Company has an approximately 99% ownership interest in Anixter Inc. at January 3, 1997 and December 31, 1995 which is included in the consolidated financial statements of the Company. The following summarizes the financial information for Anixter Inc.
ANIXTER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

                                                             JANUARY 3,      DECEMBER 29,
                                                                1997             1995
                                                             ----------      ------------
                                                                    (IN MILLIONS)
Assets:
  Current assets...........................................   $  857.7         $  777.9
  Property, net............................................       61.6             49.2
  Goodwill.................................................      183.1            183.0
  Other assets.............................................       34.1             28.7
                                                              --------         --------
                                                              $1,136.5         $1,038.8
                                                              ========         ========
Liabilities and Stockholders' Equity:
  Current liabilities......................................   $  304.0         $  330.2
  Other liabilities........................................       11.4             12.9
  Long-term debt...........................................      468.4            309.4
  Subordinated notes payable to parent.....................       29.0             85.0
  Stockholders' equity.....................................      323.7            301.3
                                                              --------         --------
                                                              $1,136.5         $1,038.8
                                                              ========         ========	

ANIXTER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                     YEARS ENDED
                                                             JANUARY 3,      DECEMBER 29,
                                                                1997             1995
                                                             ----------      ------------
                                                                    (IN MILLIONS)
Revenues...................................................   $2,475.3         $2,194.8
                                                              ========         ========
Operating income...........................................   $   87.1         $  103.1
                                                              ========         ========
Income before income tax expense...........................   $   56.9         $   78.7
                                                              ========         ========
Net income (loss)..........................................   $   23.4         $   39.4
                                                              ========         ========	

23

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6. SUMMARIZED FINANCIAL INFORMATION OF ANTEC
The Company has an approximately 31% ownership interest in ANTEC at January 3, 1997 and December 31, 1995 and accounts for ANTEC under the equity method. The following summarizes the financial information for ANTEC:
ANTEC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                    DECEMBER 31,
                                                            ----------------------------
                                                               1996             1995
                                                            -----------      -----------
                                                                   (IN MILLIONS)
Assets:
  Current assets..........................................    $225.8           $232.2
  Property, net...........................................      25.5             25.9
  Goodwill................................................     167.1            171.8
  Other assets............................................      18.8             27.0
                                                              ------           ------
                                                              $437.2           $456.9
                                                              ======           ======
Liabilities and Stockholders' Equity:
  Current liabilities.....................................    $ 82.0           $101.8
  Long-term debt..........................................     102.7            117.9
  Stockholders' equity....................................     252.5            237.2
                                                              ------           ------
                                                              $437.2           $456.9
                                                              ======           ======	

ANTEC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              YEARS ENDED DECEMBER 31,
                                                            ----------------------------
                                                               1996             1995
                                                            -----------      -----------
                                                                   (IN MILLIONS)
Revenues..................................................    $604.4           $658.2
                                                              ======           ======
Operating income..........................................    $ 31.7           $  9.7
                                                              ======           ======
Income (loss) before income tax expense...................    $ 26.8           $ (1.3)
                                                              ======           ======
Net income (loss).........................................    $ 13.5           $ (3.6)
                                                              ======           ======	

Operating income in 1995 includes a $21.7 million one-time reorganization charge recorded by ANTEC in the third quarter.
On February 6, 1997 a wholly-owned subsidiary of ANTEC was merged into TSX Corporation. Under the terms of the transaction, TSX Corporation shareholders received one share of ANTEC Corporation stock for each share of TSX Corporation stock that they owned. The transaction was accounted for as a pooling of interests. Upon consummation of this transaction the Company's ownership interest in ANTEC was reduced to approximately 19% which will result in a cessation of equity method accounting for this investment after February 6, 1997.
24

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 7. ACCRUED EXPENSES
Accrued expenses consists of the following:

                                                              JANUARY 3,       DECEMBER 31,
                                                                 1997              1995
                                                              ----------       ------------
                                                                      (IN MILLIONS)
Interest..................................................      $ 4.9             $ 5.6
Wages, salaries and related...............................       50.9              44.0
Taxes other than income...................................       10.4              12.5
Other.....................................................       30.9              37.4
                                                                -----             -----
                                                                $97.1             $99.5
                                                                =====             =====	

NOTE 8. DEBT
Debt is summarized below:

                                                              JANUARY 3,       DECEMBER 31,
                                                                 1997              1995
                                                              ----------       ------------
                                                                      (IN MILLIONS)
Bank revolving lines of credit............................      $368.4            $309.4
8% notes..................................................       100.0                --
Other.....................................................          --              24.3
                                                                ------            ------
     Total debt...........................................      $468.4            $333.7
                                                                ======            ======	

Anixter has various revolving bank lines of credit worldwide which provide for up to $598 million of borrowings. At January 3, 1997, approximately $368 million was borrowed and $230 million was available under the bank revolving lines of credit at Anixter, of which $32 million was available for general corporate purposes. These lines of credit reduce or mature at various dates from 1998 through 2001. The $550 million domestic revolving line of credit matures in 2001. Floating and fixed interest rate options, based on the prime or LIBOR rate, are available under these facilities and the weighted average interest rate at January 3, 1997 for bank revolving lines of credit was 5.8%. Facility fees of .2% payable on the revolving lines of credit were insignificant.
In September, 1996 Anixter filed a shelf registration statement with the Securities and Exchange Commission to offer from time to time up to $200 million aggregate principal amount of unsecured notes. On September 17, 1996 Anixter issued $100 million of these notes due September, 2003. The notes, which bear interest at 8%, contain various restrictions with respect to secured borrowings and are unconditionally guaranteed by the Company. Proceeds of the offering were used to reduce the amount of debt outstanding under Anixter's revolving line of credit.
Certain debt agreements entered into by the Company's subsidiaries contain various restrictions including restrictions on payments to the Company. These debt agreements are secured by certain assets of the subsidiaries aggregating approximately $131.8 million at January 3, 1997. The Company has guaranteed certain debt of Anixter. Restricted net assets of subsidiaries were approximately $268.5 million at January 3, 1997.
Aggregate annual maturities of debt are as follows: 1997--none; 1998--$26.4 million; 1999--none; 2000--none; 2001--$342.0 million; $100.0 million thereafter.
The carrying amount of the Company's debt generally approximates fair value.
25

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 9. INCOME TAXES
The Company and its U.S. subsidiaries file their Federal income tax return on a consolidated basis. As of January 3, 1997, the Company had no NOL or ITC carryforwards for Federal income tax purposes due to the sale of the Company's rail car leasing business which exhausted virtually all carryforwards in 1994. These carryforwards are currently being examined by the Internal Revenue Service ("IRS") and, therefore, may still be subject to adjustment. The availability of tax benefits of NOL and ITC carryforwards to reduce the Company's Federal income tax liability is subject to various limitations under the Internal Revenue Code of 1986, as amended (the "Code"). In addition, at January 3, 1997, various foreign subsidiaries of the Company had aggregate cumulative NOL carryforwards for foreign income tax purposes of approximately $74.5 million which are subject to various provisions of each respective country. Approximately $26.5 million of this amount expires between 1997 and 2006 and $48.0 million of the amount has an indefinite life.
As a result of the 1995 sale of the Santa Fe Energy Resources, Inc. ("Energy") shares the Company generated a capital loss of approximately $80 million, most of which was carried back and offset against the 1994 gain on the Rail sale. This carryback generated cash refunds of $12.2 million in 1996 and caused $9.0 million of the ITC's claimed in 1994 to be available for carryforward to 1995. Approximately $2.4 million of the ITC's claimed in 1994 expired as a result of the carryback of the Energy loss.
Domestic income from continuing operations before income taxes was $77.6 million, $63.3 million and $70.6 million for the years ended January 3, 1997 and December 31, 1995 and 1994, respectively. Foreign (loss) income from continuing operations before income taxes was $(12.8) million, $11.1 million and ($.6) million for the years ended January 3, 1997 and December 31, 1995 and 1994, respectively.
Significant components of the Company's deferred tax liabilities and assets were as follows:

                                                          JANUARY 3,   DECEMBER 31,
                                                             1997          1995
                                                          ----------   ------------
                                                                (IN MILLIONS)
Deferred tax liabilities:
  Tax over book depreciation............................    $  3.4        $  5.4
  Other deferred tax liabilities........................      67.7          76.4
                                                            ------        ------
     Total deferred tax liabilities.....................      71.1          81.8
Deferred tax assets:
  Foreign NOL carryforwards.............................      27.0          15.8
  Other deferred tax assets.............................      35.3          42.1
                                                            ------        ------
     Total deferred tax assets..........................      62.3          57.9
  Valuation allowance on deferred tax assets............     (21.0)        (13.5)
                                                            ------        ------
     Net deferred tax assets............................      41.3          44.4
                                                            ------        ------
     Net deferred tax liability.........................    $ 29.8        $ 37.4
                                                            ======        ======	

At January 3, 1997 and December 31, 1995 and 1994, consolidated valuation allowances for deferred tax assets, primarily related to foreign NOLS, were $21.0 million, $13.5 million and $12.5 million, respectively.
26

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Income tax (expense) benefit relating to continuing operations was comprised of:

                                                                    YEARS ENDED
                                                            ----------------------------
                                                                          DECEMBER 31,
                                                            JANUARY 3,   ---------------
                                                               1997       1995     1994
                                                            ----------   ------   ------
                                                                   (IN MILLIONS)
Current--Foreign..........................................    $ (8.9)    $ (8.5)  $  (.1)
          State...........................................      (3.9)      (2.2)    (3.3)
          Federal.........................................     (20.7)      (7.6)      --
                                                              ------     ------   ------
                                                               (33.5)     (18.3)    (3.4)

Deferred--Foreign.........................................       3.7        (.7)      --
           State..........................................      (1.3)      (3.1)     (.9)
           Federal........................................       2.4      (13.2)   (19.5)
                                                              ------     ------   ------
                                                                 4.8      (17.0)   (20.4)
                                                              ------     ------   ------
                                                              $(28.7)    $(35.3)  $(23.8)
                                                              ======     ======   ======	

Reconciliations of income tax expense in continuing operations to the statutory corporate Federal tax rate of 35% were as follows:

                                                                         YEARS ENDED
                                                                ------------------------------
                                                                                DECEMBER 31,
                                                                JANUARY 3,    ----------------
                                                                   1997        1995      1994
                                                                ----------    ------    ------
                                                                        (IN MILLIONS)
Statutory tax expense.......................................      $(22.7)     $(26.0)   $(24.5)
Effects of--
  Amortization of goodwill..................................        (1.8)       (1.8)     (2.1)
  Losses on foreign operations..............................        (7.7)       (4.0)      3.0
  State income taxes, net of Federal benefit................        (3.4)       (3.5)     (2.7)
  Equity accounting, net....................................          --          --       4.5
  Adjustment to prior year tax accounts.....................         8.3         1.7      (2.5)
  Other, net................................................        (1.4)       (1.7)       .5
                                                                  ------      ------    ------
                                                                  $(28.7)     $(35.3)   $(23.8)
                                                                  ======      ======    ======	

NOTE 10. CONTINGENCIES AND LITIGATION
In the ordinary course of business, the Company and its subsidiaries become involved as plaintiffs or defendants in various legal proceedings. The claims and counterclaims in such litigation, including those for punitive damages, individually in certain cases and in the aggregate, involve amounts which may be material. However, it is the opinion of the Company's management, based upon the advice of its counsel, that the ultimate disposition of pending litigation will not be material.
NOTE 11. LEASE COMMITMENTS
Substantially all of the Company's office and warehouse facilities and equipment are leased under operating leases. Certain of these leases are long-term operating leases and expire at various dates through 2013. Minimum lease commitments under operating leases at January 3, 1997 are as follows: 1997
- - -$38.6 million; 1998 - $30.8 million; 1999 - $22.9 million; 2000 - $14.0 million; 2001 - $11.4 million; beyond
27

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2001 - $48.0 million. Total rental expense was $38.2 million, $30.0 million and $23.3 million in 1996, 1995 and 1994, respectively.
NOTE 12. PENSION PLANS, POST-RETIREMENT BENEFITS AND OTHER BENEFITS
The Company's various pension plans are non-contributory and cover substantially all full-time domestic employees. Retirement benefits are provided based on compensation as defined in the plans. The Company's policy is to fund these plans as required by ERISA and the Code.
Assets of the Company's plans at fair value were $55.1 million and $45.8 million at January 3, 1997 and December 31, 1995, respectively. Projected benefit obligations of the Company's plans were $61.7 million and $58.3 million at January 3, 1997 and December 31, 1995, respectively. The accumulated benefit obligations of the Company's plans were $47.4 million and $45.1 million at January 3, 1997 and December 31, 1995, respectively. The weighted-average assumed discount rate used to measure the projected benefit obligation was 7.5% and 7.25% at January 3, 1997 and December 31, 1995, respectively. Pension expense, including the cost of 401(k) plans, for 1996, 1995 and 1994 was immaterial. The Company's liability for post-retirement benefits other than pensions is immaterial.
NOTE 13. PREFERRED STOCK AND COMMON STOCK
Common Stock--
On October 25, 1995 the Company paid a dividend in the form of a two-for-one stock split to shareholders of record on September 22, 1995 which resulted in the issuance of 26,783,000 shares of stock.
On June 27, 1995 the Company agreed to purchase up to 3.8 million shares of its common stock from Sam Zell, the Company's Chairman, and other related stockholders. The first 2.5 million shares were purchased on July 10, 1995 at $18 per share. The remaining 1.3 million shares were to be purchased at $18 per share plus an incremental increase of 6.5% per annum from the date of the agreement. These shares were purchased in the first quarter of 1996 at $18.874 per share.
Preferred Stock--
The Company has the authority to issue 15 million shares of preferred stock, par value $1.00 per share none of which was outstanding at the end of 1996, 1995 and 1994.
Stock Options and Stock Grants--
The Company has Employee Stock Incentive Plans ("ESIP") which at inception authorized an aggregate of 11.4 million stock options or restricted grants. In 1996 the Board of Directors adopted and the stockholders approved the 1996 Stock Incentive Plan which provides for the issuance of an additional 2,500,000 shares of the Company's Common Stock. The Company also has a Director Stock Option Plan ("DSOP") authorizing an aggregate of .4 million stock options. Substantially all options and grants under these plans have been at or higher than the fair market value of the common stock on the date of grant. One-fourth to one-third of the options granted become exercisable each year after the year of grant (except in the case of director options which vest fully in six months) and the options expire ten years after the date of grant.
Additionally, the Company has an Employee Stock Purchase Plan ("ESPP") covering most employees. Participants can request that up to 10% of their base compensation be applied toward the purchase of Common Stock under the Company's ESPP. The exercise price is the lower of 85% of the fair market value of the Common Stock at the date of grant or at the later exercise date (currently one year). Under the Plan, the
28

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Company sold 153,600 shares, 137,700 shares, and 121,700 shares to employees in 1996, 1995 and 1994, respectively.
The following table summarizes the 1996, 1995 and 1994 activity under the 
ESIP and DSOP.

                                                                  WEIGHTED                  WEIGHTED
                                                                  AVERAGE                   AVERAGE
                                                       ESIP       EXERCISE       DSOP       EXERCISE
                                                     OPTIONS       PRICE       OPTIONS       PRICE
                                                   ------------   --------   ------------   --------
Balance at December 31, 1993.....................     2,658,078    $ 8.46         450,000    $10.27
Grants during 1994...............................       365,000     14.31          70,000     16.65
Exercised........................................    (1,758,156)     7.92         (20,000)     8.42
Expirations and terminations.....................       (12,000)    10.94              --
                                                   ------------              ------------
Balance at December 31, 1994.....................     1,252,922     10.89         500,000     11.23
Grants during 1995...............................         3,000     17.25         100,000     20.69
Exercised........................................      (392,296)    10.32         (90,000)     9.89
Expirations and terminations.....................            --                        --
                                                   ------------              ------------
Balance at December 31, 1995.....................       863,626     11.17         510,000     13.32
Grants during 1996...............................     1,344,500     19.59              --        --
Exercised........................................       (12,000)    11.06         (30,000)    10.48
Expirations and terminations.....................       (28,000)    19.63              --        --
                                                   ------------              ------------
Balance at January 3, 1997.......................     2,168,126    $16.28         480,000    $13.50
                                                   ============              ============	

The following table summarizes information relating to options outstanding and exercisable at January 3, 1997 using various ranges of exercise prices:

                          ESIP OPTIONS                                                       DSOP OPTIONS
- - ----------------------------------------------------------------   ----------------------------------------------------------------
                                            WEIGHTED   WEIGHTED                                                WEIGHTED   WEIGHTED
  RANGE OF                                  AVERAGE     AVERAGE      RANGE OF                                  AVERAGE     AVERAGE
  EXERCISE                                  EXERCISE   REMAINING     EXERCISE                                  EXERCISE   REMAINING
   PRICES       OUTSTANDING   EXERCISABLE    PRICE       YEARS        PRICES       OUTSTANDING   EXERCISABLE    PRICE       YEARS
  --------      -----------   -----------   --------   ---------     --------      -----------   -----------   --------   ---------
$ 5.18-$12.13      545,224      545,224      $ 9.38       4.0      $ 8.38-$12.13     260,000       260,000      $ 9.67       2.9
$14.25-$19.63    1,622,900      182,732      $18.60       8.6      $15.00-$20.69     220,000       220,000      $18.03       7.2	

Stock Option Plans of Anixter--
In 1995 and prior, Anixter granted to key employees options to purchase the common stock of Anixter. Substantially all options have been granted at fair market value. These options vest over four years and terminate seven to ten years from the date of grant. At January 3, 1997, the Company owned 99% of the approximately 33.6 million shares of outstanding Anixter common stock. The following table summarizes the 1996, 1995 and 1994 option activity:

                                              WEIGHTED                  WEIGHTED                  WEIGHTED
                                              AVERAGE                   AVERAGE                   AVERAGE
                                              EXERCISE                  EXERCISE                  EXERCISE
                                   1996        PRICE         1995        PRICE         1994        PRICE
                               ------------   --------   ------------   --------   ------------   --------
Balance at beginning of
  year.......................     2,079,876    $10.74       1,867,627    $ 9.79       2,067,629    $ 9.00
Grants.......................            --        --         419,100     14.50         714,150     11.40
Exercises....................      (304,910)     9.28        (118,076)     9.02        (409,576)     9.00
Expirations and
  terminations...............       (54,932)    10.91         (88,775)    10.74        (504,576)     9.48
                               ------------              ------------              ------------
Balance at end of year.......     1,720,034     10.99       2,079,876     10.74       1,867,627      9.79
                               ============              ============              ============
Options exercisable..........     1,173,023    $10.12         770,553    $ 9.11         600,186    $ 9.00	

29

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Exercise prices for options outstanding as of January 3, 1997 ranged from $9.00 to $14.50 per share and had a weighted average contractual life of five years.
Units--
In 1996 the Company paid its non-employee directors annual retainers and directors fees in the form of stock units. These stock units convert to Common Stock of the Company at the pre-arranged time selected by each director. At January 3, 1997 there were 35,181 units issued and outstanding at a value of $15.35 per unit.
Accounting for Stock Based Compensation--
The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 (SFAS No. 123) Accounting for Stock Based Compensation. Accordingly, no compensation expense has been recognized for the stock option plans. Had compensation costs for the plans been determined based on the fair value at the grant date for awards in 1995 and 1996 consistent with the provisions of SFAS No. 123, the Company's net income would have been reduced to the pro forma amounts indicated below:

                                                               1996     1995
                                                              -------  -------
Net income--as reported.....................................  $36,100  $39,100
Net income--pro forma.......................................  $33,328  $38,016
Net income per share--as reported...........................    $0.73    $0.71
Net income per share--pro forma.............................    $0.67    $0.69	

The fair value for the Company's stock options (which was $9.32 per share and $9.80 per share in 1996 and 1995, respectively) was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions for 1996 and 1995: expected stock price volatility of 45%, expected dividend yield of zero, risk-free interest rate of 6.1%, and expected life of the options of 5 years.
The fair value of the Anixter stock options (which was $4.38 per share in 1995) was estimated at the date of grant using the minimum value method and is not a significant component of pro forma net income disclosed above. The pro forma effect on net income for 1996 and 1995 is not representative of the pro forma effect on earnings in future years because the pro forma calculation, as required by SFAS No. 123, does not take into consideration outstanding non-vested awards granted prior to 1995.
The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options.
30

ANIXTER INTERNATIONAL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 14. BUSINESS SEGMENTS
The Company is engaged in one principal area of business: providing networking and cabling solutions for business information and network infrastructure requirements. The Company obtains and coordinates financing, legal and other related services, certain of which are rebilled to subsidiaries.
The classification of the Company's 1996, 1995 and 1994 foreign operations in the following table includes all revenues and related items of the Company's non-U.S. operations. Export sales are insignificant.

                                                        WORLDWIDE (NON-U.S.)
                                                             OPERATIONS
                                                     --------------------------
                                                      1996      1995      1994
                                                     ------    ------    ------
                                                           (IN MILLIONS)
Revenues:
  Europe.........................................    $478.2    $429.1    $316.8
  Other..........................................     343.2     285.8     190.8
                                                     ------    ------    ------
                                                     $821.4    $714.9    $507.6
                                                     ======    ======    ======
Operating income (loss):
  Europe.........................................    $  2.8    $ 17.6    $  6.6
  Other..........................................      (8.9)      4.5       3.6
                                                     ------    ------    ------
                                                     $ (6.1)   $ 22.1    $ 10.2
                                                     ======    ======    ======
Identifiable assets:
  Europe.........................................    $226.3    $193.6    $147.2
  Other..........................................     161.3     136.3     101.2
                                                     ------    ------    ------
                                                     $387.6    $329.9    $248.4
                                                     ======    ======    ======	

Foreign operations' revenues were 33%, 33% and 29% of consolidated revenues in 1996, 1995 and 1994, respectively. Foreign operations' operating income
(loss) were negatively impacted for all years due to start-up losses in expansion markets. Aggregate start-up losses in expansion markets were ($22.1) million, ($9.1) million and ($6.7) million in 1996, 1995 and 1994, respectively, as Anixter continues to penetrate new markets in Europe, Asia and Latin America. Operating income in Europe decreased substantially as a result of start up costs related to the network integration business and the related salesforce disruption, and loss of business due to competition with our customers in this area.
NOTE 15. RELATED PARTY TRANSACTION
The Company is seeking the approval of the Small Business Administration of an agreement to sell its interest in a small business investment company and other related assets in a transaction in which an affiliate of Sam Zell and Rod Dammeyer would be a purchaser. If the transaction had closed on March 31, 1996, the purchase price would have been approximately $5.9 million, the net book value of these assets on that date. The actual purchase price will reflect events since that date and interest at the rate of seven percent per annum.
31

SUMMARY QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following tables summarize the Company's quarterly financial information.

                                                   QUARTERS ENDED
                           ---------------------------------------------------------------
                           MARCH 29,    MARCH 31,    JUNE 29,    JUNE 30,    SEPTEMBER 27,
                             1996         1995         1996        1995          1996
                           ---------    ---------    --------    --------    -------------
                                       (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues.................   $567.4       $502.9       $611.8      $542.0        $631.5
Operating income.........   $ 23.4       $ 23.8       $ 20.3      $ 25.7        $ 20.5
Income from continuing
  operations before
  income taxes(a)........   $ 18.7       $ 20.7       $ 14.8      $ 17.6        $ 15.5
Income from continuing
  operations.............     10.3         11.1          8.1         8.9           8.6
Net income...............     10.3         11.1          8.1         8.9           8.6
                            ======       ======       ======      ======        ======
Income per common and
  common equivalent
  share:
  Continuing
    operations...........   $  .20       $  .19       $  .16      $  .16        $  .18
  Net income.............   $  .20       $  .19       $  .16      $  .16        $  .18
                            ======       ======       ======      ======        ======

                                         QUARTERS ENDED
                           -------------------------------------------
                           SEPTEMBER 30,    JANUARY 3,    DECEMBER 31,
                               1995            1997           1995
                           -------------    ----------    ------------
                             (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues.................     $571.1          $664.6         $578.8
Operating income.........     $ 26.3          $ 24.2         $ 23.8
Income from continuing
  operations before
  income taxes(a)........     $ 16.7          $ 15.8         $ 19.4
Income from continuing
  operations.............        9.1             9.1           10.0
Net income...............        9.1             9.1           10.0
                              ======          ======         ======
Income per common and
  common equivalent
  share:
  Continuing
    operations...........     $  .17          $  .19         $  .19
  Net income.............     $  .17          $  .19         $  .19
                              ======          ======         ======	

(a) Continuing operations in the second quarter of 1995 include a $3.0 million pre-tax loss associated with the sale of the Company's investment in Energy.

32

PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
See Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders--"Election of Directors."
ITEM 11. EXECUTIVE COMPENSATION.
See Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders--"Executive Compensation," "Compensation of Directors," "Employment Contracts and Termination of Employment and Changes in Control Arrangements," and "Compensation Committee Interlocks and Insider Participation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
See Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders--"Security Ownership of Management" and "Security Ownership of Principal Stockholders."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Registrant's Proxy Statement for the 1997 Annual Meeting of Stockholders--"Certain Relationships and Related Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Exhibits. The exhibits listed below in Item 14(a)1, 2 and 3 are filed as part of this annual report. Each management contract or compensatory plan required to be filed as an exhibit is identified by an asterisk(*).
(b) Reports on Form 8-K.
None.
ITEM 14(a)1 AND 2. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
Financial Statements.
The following Consolidated Financial Statements of Anixter International Inc. and Report of Independent Auditors are filed as part of this report.

                                                                  PAGE
                                                                  ----
Report of Independent Auditors..............................       15
Consolidated Balance Sheets at January 3, 1997 and December
  31, 1995..................................................       16
Consolidated Statements of Operations for the years ended
  January 3, 1997 and December 31, 1995 and 1994............       17
Consolidated Statements of Cash Flows for the years ended
  January 3, 1997 and December 31, 1995 and 1994............       18
Consolidated Statements of Stockholders' Equity for the
  years ended January 3, 1997 and December 31, 1995 and
  1994......................................................       19
Notes to the Consolidated Financial Statements..............       20	

33

Financial Statement Schedules.
The following financial statement schedules of Anixter International Inc. are filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements of Anixter International Inc.
Consolidated Schedules for the years ended January 3, 1997 and December 31, 1995 and 1994, except as noted:

                                                                  PAGE
                                                                  ----
 I.  Condensed financial information of Registrant...............  39
II.  Valuation and qualifying accounts and reserves..............  42	

All other schedules are omitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
ITEM 14(a)3. EXHIBIT LIST. Each management contract or compensation plan
required to be filed as an exhibit is identified by an asterisk(*).

     EXHIBIT                                                                 PAGE
       NO.                        DESCRIPTION OF EXHIBIT                    NUMBER
     -------                      ----------------------                    ------
(3)  Articles of Incorporation and by-laws.

     3.1       Restated Certificate of Incorporation of Anixter
               International Inc., filed with Secretary of State of
               Delaware on September 29, 1987 and Certificate of Amendment
               thereof, filed with Secretary of Delaware on August 31, 1995
               (Incorporated by reference from Anixter International Inc.
               Annual Report on Form 10-K for the year ended December 31,
               1995, Exhibit 3.1)..........................................

     3.2       By-laws of Anixter International Inc. as amended through
               November 9, 1995 (Incorporated by reference from Anixter
               International Inc. Annual Report on Form 10-K for the year
               ended December 31, 1995, Exhibit 3.2).......................

(4)  Instruments defining the rights of security holders, including
     indentures.+

     4.1       (a) Amended and Restated Credit Agreement, dated March 11,
               1994, among Anixter Inc., Chemical Bank, as Agent, and the
               other banks named therein. (Incorporated by reference from
               Itel Corporation's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1993, Exhibit 4.2.) ................

               (b) Amendment, dated March 24, 1995, to Amended and Restated
               Credit Agreement, dated March 11, 1994, among Anixter Inc.,
               Chemical Bank, as Agent, and the other banks named therein.
               (Incorporated by reference from Itel Corporation's Quarterly
               Report on Form 10-Q for the quarter ended March 31, 1995,
               Exhibit 4.1.)...............................................

               (c) Amendment dated September 6, 1996, to Amended and
               Restated Credit Agreement, dated March 11, 1994, among
               Anixter Inc., The Chase Manhattan Bank, as Agent, and the
               other banks named therein. (Incorporated by reference from
               Anixter International Inc. Quarterly Report on Form 10-Q for
               the quarter ended September 27, 1996, Exhibit 4.2)..........

     4.2       Indenture dated September 17, 1996 between Anixter Inc.,
               Anixter International Inc. and the Bank of New York, as
               Trustee, providing for 8% Senior Notes due 2003.
               (Incorporated by reference from Amendment No. 1 to Anixter
               Inc.'s Registration Statement on Form S-3, Registration
               Number 333-09185, filed August 27, 1996, Exhibit 4.1).......	

34

      EXHIBIT                                                                 PAGE
        NO.                        DESCRIPTION OF EXHIBIT                    NUMBER
      -------                      ----------------------                    ------
(10)  Material contracts.+

      10.1      Form of the Company's Tax Allocation Agreement, dated
                January 1, 1987. (Incorporated by reference from Itel
                Corporation's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1987, Exhibit 10.1.).....................

      10.2*     Company's Management Incentive Plan, dated February 9, 1995.
                (Incorporated by reference from Itel Corporation's Annual
                Report on Form 10-K for the fiscal year ended December 31,
                1994, Exhibit 10.2.)........................................

      10.3*     Company's 1983 Stock Incentive Plan as amended and restated
                July 16, 1992. (Incorporated by reference from Itel
                Corporation's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1992, Exhibit 10.3.).....................

      10.4 *    Supplemental Pension Agreement, dated November 17, 1986,
                between the Company and Rod F. Dammeyer. (Incorporated by
                reference from Itel Corporation's Annual Report on Form 10-K
                for the fiscal year ended December 31, 1986, Exhibit
                10.14.).....................................................

      10.5 *    (a) Company's Supplemental Retirement Benefits Plan, dated
                January 1, 1987. (Incorporated by reference from Itel
                Corporation's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1987, Exhibit 10.16.)....................

           *    (b) Amendment No. 1, dated May 17, 1989 and effective as of
                January 1, 1989, to the Company's Supplemental Retirement
                Benefits Plan. (Incorporated by reference from Itel
                Corporation's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1989, Exhibit 10.9(b).)..................

           *    (c) Amendment No. 2, dated October 15, 1992, to the
                Company's Supplemental Retirement Benefits Plan
                (Incorporated by reference from Itel Corporation's Annual
                Report on Form 10-K for the fiscal year ended December 31,
                1992, Exhibit 10.7(c).).....................................

           *    (d) Amendment No. 3, dated February 25, 1993, to the
                Company's Supplemental Retirement Benefits Plan.
                (Incorporated by reference from Itel Corporation's Annual
                Report on Form 10-K for the fiscal year ended December 31,
                1992, Exhibit 10.7(d).).....................................

      10.6 *    Company's Key Executive Equity Plan, as amended and restated
                July 16, 1992. (Incorporated by reference from Itel
                Corporation's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1992, Exhibit 10.8.).....................

      10.7 *    Warrant Agreement, dated September 10, 1987, between the
                Company and William A. Buzick, Jr., F. Philip Handy, Harold
                Haynes, Jerome Jacobson, Melvyn N. Klein and James D. Woods,
                individually. (Incorporated by reference from Itel
                Corporation's Annual Report on Form 10-K for the fiscal year
                ended December 31, 1988, Exhibit 10.15.)....................

      10.8 *    Warrant Agreement, dated July 14, 1988, between the Company
                and William A. Buzick, Jr., F. Philip Handy, Harold Haynes,
                Jerome Jacobson, Melvyn N. Klein, Robert H. Lurie, John R.
                Petty and James D. Woods, individually. (Incorporated by
                reference from Itel Corporation's Annual Report on Form 10-K
                for the fiscal year ended December 31, 1989, Exhibit
                10.19.).....................................................

      10.9 *    Executive Supplemental Life Plan, dated June 15, 1989, for
                the Company and participating subsidiaries. (Incorporated by
                reference from Itel Corporation's Annual Report on Form 10-K
                for the fiscal year ended December 31, 1989, Exhibit
                10.20.).....................................................	

35

EXHIBIT                                                                 PAGE
  NO.                        DESCRIPTION OF EXHIBIT                    NUMBER
-------                      ----------------------                    ------
10.10*    (a) Company's Supplemental Executive Retirement Plan, dated
          January 18, 1990. (Incorporated by reference from Itel
          Corporation's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1989, Exhibit 10.23.)....................

     *    (b) Amendment No. 1 dated February 25, 1993, to Company's
          Supplemental Executive Retirement Plan. (Incorporated by
          reference from Itel Corporation's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1992, Exhibit
          10.13(b).)..................................................

10.11*    Warrant Agreement, dated July 13, 1989, between Company and
          Bernard F. Brennan, William A. Buzick, Jr., F. Philip Handy,
          Harold Haynes, Jerome Jacobson, Melvyn N. Klein, Robert H.
          Lurie, John R. Petty and James D. Woods, individually.
          (Incorporated by reference from Itel Corporation's Annual
          Report on Form 10-K for the fiscal year ended December 31,
          1990, Exhibit 10.21.).......................................

10.12*    Company's Director Stock Option Plan. (Incorporated by
          reference from Itel Corporation's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1991, Exhibit
          10.24.).....................................................

10.13*    Warrant Agreement, dated August 22, 1990, between the
          Company and Bernard F. Brennan, William A. Buzick, Jr., F.
          Philip Handy, Harold Haynes, Jerome Jacobson, Melvyn Klein,
          John R. Petty and James D. Woods, individually.
          (Incorporated by reference from Itel Corporation's Annual
          Report on Form 10-K for the fiscal year ended December 31,
          1991, Exhibit 10.25.).......................................

10.14*    (a) Agreement, dated February 9, 1995, with Rod F. Dammeyer
          (Incorporated by reference from Itel Corporation's Annual
          Report on Form 10-K for the fiscal year ended December 31,
          1994, Exhibit 10.18(d).)....................................

          (b) Amended and Restated Agreement dated February 9, 1995
          with Rod F. Dammeyer (Incorporated by reference from Anixter
          International Inc. Annual Report on Form 10-K for the year
          ended December 31, 1995, Exhibit 10.17 (b)).................

10.15*    Agreement, dated November 1, 1992, with James E. Knox, as
          amended (Incorporated by reference from Anixter
          International Inc. Annual Report on Form 10-K for the year
          ended December 31, 1995, Exhibit 10.18).....................

10.16*    Form of Stock Option Agreement. (Incorporated by reference
          from Itel Corporation's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1992, Exhibit 10.24.)........

10.17     Tax Allocation Agreement with ANTEC Corporation.
          (Incorporated by reference from Amendment No. 2 to ANTEC
          Corporation's Registration Statement on Form S-1,
          Registration Number 33-65488, filed August 20, 1993, Exhibit
          10.5.)......................................................

10.18     Registration Rights Agreement with ANTEC Corporation.
          (Incorporated by reference from Amendment No. 3 to ANTEC
          Corporation's Registration Statement on Form S-1,
          Registration Number 33-65488, filed September 13, 1993,
          Exhibit 10.9.)..............................................

10.19     Directors & Officers Insurance Agreement with ANTEC
          Corporation. (Incorporated by reference to ANTEC
          Corporation's Registration Statement on Form S-1,
          Registration Number 33-65488, filed July 2, 1993, Exhibit
          10.8.)......................................................

10.20     Purchase Agreement dated as of June 23, 1994 among the
          Company, Itel Rail Holdings Corporation and SCAP Associates,
          L.L.C. (Incorporated by reference from Itel Corporation's
          Current Report on Form 8-K, November 7, 1994, Exhibit
          2.1)........................................................	

36

      EXHIBIT                                                                 PAGE
        NO.                        DESCRIPTION OF EXHIBIT                    NUMBER
      -------                      ----------------------                    ------
      10.21     Stock Purchase Agreement, dated March 10, 1996, between
                Anixter International Inc. and Great American Management and
                Investment, Inc. and Supplementary Agreement thereto, dated
                May 10, 1996, between Signal Capital Corporation and Great
                American Management and Investment, Inc. ...................

      10.22*    Form of Indemnity Agreement with all directors and officers
                (Incorporated by reference from Anixter International Inc.
                Annual Report on Form 10-K for the year ended December 31,
                1995, Exhibit 10.24)........................................

      10.23     Agreement, dated June 27, 1995, among Riverside Partners,
                SZRL Investments, Equity Holdings and Company. (Incorporated
                by reference from Riverside Partners' Amendment No. 20 to
                its Schedule 13D, filed for an event on June 27, 1995,
                relating to the shares of Itel Corporation, Exhibit 1.).....

      10.24*    Anixter International Inc. 1996 Stock Incentive Plan
                (Incorporated by reference from Anixter International Inc.
                Annual Report on Form 10-K for the year ended December 31,
                1995, Exhibit 10.26)........................................

      10.25*    Form of Stock Option Grant (Incorporated by reference from
                Anixter International Inc. Annual Report on Form 10-K for
                the year ended December 31, 1995, Exhibit 10.27)............

      10.26*    Anixter Excess Benefit Plan (Incorporated by reference from
                Anixter International Inc. Annual Report on Form 10-K for
                the year ended December 31, 1995, Exhibit 10.28)............

      10.27*    Forms of Anixter Stock Option, Stockholder Agreement and
                Stock Option Plan (Incorporated by reference from Anixter
                International Inc. Annual Report on Form 10-K for the year
                ended December 31, 1995, Exhibit 10.29).....................

      10.28*    Anixter Deferred Compensation Plan (Incorporated by
                reference from Anixter International Inc. Annual Report on
                Form 10-K for the year ended December 31, 1995, Exhibit
                10.30)......................................................

(21)  Subsidiaries of the Registrant.

      21.1      List of Subsidiaries of the Registrant......................

(23)  Consents of experts and counsel.

      23.1      Consent of Ernst & Young LLP................................

(24)  Power of attorney.

      24.1      Power of Attorney executed by Lord James Blyth, Rod F.
                Dammeyer, Robert E. Fowler, Jr., Robert W. Grubbs, F. Philip
                Handy, Melvyn N. Klein, John R. Petty, Sheli Rosenberg,
                Stuart M. Sloan, Thomas C. Theobald and Samuel Zell.........

(27)  Financial data schedule.

      27.1      Financial data schedule.....................................

(28)  Additional exhibits.	

37

This Annual Report on Form 10-K includes the following Financial Statement Schedules:
ANIXTER INTERNATIONAL INC. AND SUBSIDIARIES--
FINANCIAL SCHEDULES

                                                                      PAGE
                                                                      ----
Schedule I--Condensed financial information of Registrant............  39
Schedule II--Valuation and qualifying accounts and reserves........... 42	

All other schedules are omitted because they are not required or are not applicable, or the required information is included in the consolidated financial statements or notes thereto.
+ Copies of other instruments defining the rights of holders of long-term debt of the Company and its subsidiaries not filed pursuant to Item 601(b)(4)(iii) of Regulation S-K and omitted copies of attachments to plans and material contracts will be furnished to the Securities and Exchange Commission upon request.
For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, as amended, the Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into the Registrant's Registration Statement on Form S-8 Nos. 2-93173 (filed September 30, 1987), 33-13486 (filed April 15, 1987), 33-21656 (filed May 3, 1988) and 33-60676 (filed April 5, 1993):
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provision, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
38

ANIXTER INTERNATIONAL INC.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ANIXTER INTERNATIONAL INC. (PARENT COMPANY)
BALANCE SHEETS
 (IN THOUSANDS)

                                                                JANUARY 3,      DECEMBER 31,
                                                                   1997             1995
                                                                ----------      ------------
                                           ASSETS
Current assets:
  Cash and equivalents......................................     $  4,800         $  1,000
  Accounts receivable.......................................          100              400
  Amounts currently due from (to) affiliates, net...........       (3,300)          61,200
  Other assets..............................................        5,400              500
                                                                 --------         --------
               Total current assets.........................        7,000           63,100
Investment in ANTEC.........................................       77,800           73,700
Investment in and advances to subsidiaries..................      405,900          380,700
Other assets................................................       16,500           18,000
                                                                 --------         --------
                                                                 $507,200         $535,500
                                                                 ========         ========
                            LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses, due currently........     $ 15,400         $ 15,600
Income taxes, net, primarily deferred.......................       56,300           46,100
Other liabilities...........................................           --            1,400
                                                                 --------         --------
               Total liabilities............................       71,700           63,100
Common stock repurchase commitment..........................           --           23,400
Stockholders' equity:
  Common stock..............................................       48,000           52,500
  Capital surplus...........................................       57,100           99,900
  Retained earnings.........................................      344,500          308,400
  Cumulative translation adjustments........................      (14,100)         (11,800)
                                                                 --------         --------
               Total stockholders' equity...................      435,500          449,000
                                                                 --------         --------
                                                                 $507,200         $535,500
                                                                 ========         ========	

39

ANIXTER INTERNATIONAL INC.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ANIXTER INTERNATIONAL INC. (PARENT COMPANY)
STATEMENTS OF OPERATIONS
 (IN THOUSANDS)

                                                                        YEARS ENDED
                                                              -------------------------------
                                                                              DECEMBER 31,
                                                              JANUARY 3,   ------------------
                                                                 1997       1995       1994
                                                              ----------    ----       ----
Operating loss..............................................   $  (200)    $(3,500)  $ (4,700)
Other (expenses) income:
  Corporate interest expense................................      (500)     (1,300)   (14,900)
  Interest and investment income, including intercompany....    14,600      14,900      6,200
  Gain on ANTEC Offerings...................................        --          --     59,000
  Marketable equity securities losses, principally
     write-downs............................................        --      (3,000)   (39,600)
                                                               -------     -------   --------
                                                                14,100      10,600     10,700
                                                               -------     -------   --------
Income from operations before income taxes and equity in
  earnings of subsidiaries..................................    13,900       7,100      6,000
Income tax benefit..........................................     6,300       6,500      9,100
Equity in earnings of subsidiaries..........................    15,900      25,500    231,800
                                                               -------     -------   --------
Net income..................................................   $36,100     $39,100   $246,900
                                                               =======     =======   ========	

40

ANIXTER INTERNATIONAL INC.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT
ANIXTER INTERNATIONAL INC. (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
 (IN THOUSANDS)

                                                                         YEARS ENDED
                                                              ----------------------------------
                                                                               DECEMBER 31,
                                                              JANUARY 3,   ---------------------
                                                                 1997        1995        1994
                                                              ----------     ----        ----
Operating activities:
  Income before extraordinary items.........................   $ 36,100    $  39,100   $ 246,900
  Adjustments to reconcile income before extraordinary items
     to net cash used by operating activities:
     Income tax benefit.....................................     (6,300)      (6,500)     (9,100)
     Gain on ANTEC common stock issuances...................         --           --     (59,000)
     Marketable equity securities losses, principally
       write-downs..........................................         --        3,000      39,600
     Equity in earnings of subsidiaries.....................    (15,900)     (25,500)   (231,800)
     Non-cash financing expense.............................         --         (100)      1,900
     Change in other operating items........................      1,500       (6,600)    (18,100)
                                                               --------    ---------   ---------
          Net cash provided (used) by operating
            activities......................................     15,400        3,400     (29,600)
Investing activities:
  Sales of securities.......................................         --       72,600      47,800
  Proceeds from ANTEC Offerings.............................         --           --      82,800
  Net dividends from subsidiaries...........................         --        8,200     219,700
  Loans from subsidiaries, net..............................     64,500       37,300     108,000
  Other, net................................................     (5,400)      (4,000)         --
                                                               --------    ---------   ---------
          Net cash provided by investing activities.........     59,100      114,100     458,300
                                                               --------    ---------   ---------
Net cash provided before financing activities...............     74,500      117,500     428,700
Financing activities:
  Borrowings................................................         --       50,000     200,000
  Reductions in borrowings..................................         --      (50,000)   (496,600)
  Purchases of treasury stock...............................    (75,500)    (129,200)   (138,900)
  Proceeds from issuance of common stock....................      4,800       10,100       8,600
                                                               --------    ---------   ---------
          Net cash used in financing activities.............    (70,700)    (119,100)   (426,900)
                                                               --------    ---------   ---------
Cash provided (used)........................................      3,800       (1,600)      1,800
Cash and equivalents at beginning of year...................      1,000        2,600         800
                                                               --------    ---------   ---------
Cash and equivalents at end of year.........................   $  4,800    $   1,000   $   2,600
                                                               ========    =========   =========	

41

ANIXTER INTERNATIONAL INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED JANUARY 3, 1997 AND DECEMBER 31, 1995 AND 1994
 (IN THOUSANDS)

                                                                    ADDITIONS
                                                             ------------------------
                                              BALANCE AT                   CHARGED TO                  BALANCE AT
                                             BEGINNING OF    CHARGED TO      OTHER                       END OF
               DESCRIPTION                    THE PERIOD       INCOME       ACCOUNTS     DEDUCTIONS    THE PERIOD
               -----------                   ------------    ----------    ----------    ----------    ----------
Year ended January 3, 1997:
  Allowance for doubtful accounts........      $ 9,000        $  4,800      $    200      $ (5,000)     $ 9,000
  Allowance for deferred tax asset.......      $13,500           6,500            --            --      $21,000
Year ended December 31, 1995:
  Allowance for doubtful accounts........      $ 6,000           5,800         1,200        (4,000)     $ 9,000
  Unrealized losses on marketable equity
     securities available-for-sale(b)....      $11,100              --            --       (11,100)     $    --
  Allowance for deferred tax asset.......      $12,500           1,000            --            --      $13,500
Year ended December 31, 1994:
  Allowance for doubtful accounts(a).....      $ 6,200           5,100           600        (5,900)     $ 6,000
  Unrealized losses on marketable equity
     securities available-for-sale(c)....      $36,600              --         8,900       (34,400)     $11,100
  Allowance for deferred tax asset.......      $30,100         (17,600)           --            --      $12,500	

(a) The deconsolidation of ANTEC resulted in a $1.4 million deduction in allowance for doubtful accounts in 1994.
(b) In 1995 the Company sold its marketable equity securities resulting in a $3 million loss.
(c) In 1994, the Company wrote down its investment in marketable equity securities by $34.4 million.
42

SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON THE 19TH DAY OF MARCH, 1997.
ANIXTER INTERNATIONAL INC.
JAMES E. KNOX

James E. Knox Senior Vice President, General Counsel and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

                                                          Chief Executive Officer
                                                               and President
                   ROD F. DAMMEYER                     (Principal Executive Officer)     March 19, 1997
- - -----------------------------------------------------
                   Rod F. Dammeyer
                                                      Senior Vice President--Finance
                  DENNIS J. LETHAM                       (Chief Financial Officer)       March 19, 1997
- - -----------------------------------------------------
                  Dennis J. Letham

                                                        Vice President--Controller
                 JAMES M. FROISLAND                     (Chief Accounting Officer)       March 19, 1997
- - -----------------------------------------------------
                 James M. Froisland

                  LORD JAMES BLYTH*                              Director                March 19, 1997
- - -----------------------------------------------------
                  Lord James Blyth

                   ROD F. DAMMEYER                               Director                March 19, 1997
- - -----------------------------------------------------
                   Rod F. Dammeyer

               ROBERT E. FOWLER, JR.*                            Director                March 19, 1997
- - -----------------------------------------------------
                Robert E. Fowler, Jr.

                  ROBERT W. GRUBBS                               Director                March 19, 1997
- - -----------------------------------------------------
                  Robert W. Grubbs

                  F. PHILIP HANDY*                               Director                March 19, 1997
- - -----------------------------------------------------
                   F. Philip Handy

                  MELVYN N. KLEIN*                               Director                March 19, 1997
- - -----------------------------------------------------
                   Melvyn N. Klein

                   JOHN R. PETTY*                                Director                March 19, 1997
- - -----------------------------------------------------
                    John R. Petty

                 SHELI Z. ROSENBERG*                             Director                March 19, 1997
- - -----------------------------------------------------
                 Sheli Z. Rosenberg

                  STUART M. SLOAN*                               Director                March 19, 1997
- - -----------------------------------------------------
                   Stuart M. Sloan

                 THOMAS C. THEOBALD*                             Director                March 19, 1997
- - -----------------------------------------------------
                 Thomas C. Theobald

                    SAMUEL ZELL*                                 Director                March 19, 1997
- - -----------------------------------------------------
                     Samuel Zell

*By                 JAMES E. KNOX
- - -----------------------------------------------------
          James E. Knox (Attorney in fact)

James E. Knox, as attorney in fact for each person indicated.	

43

EXHIBIT 10.21
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the 10th day of May, 1996 by and between Anixter International Inc., a Delaware corporation ("Seller"), and Great American Management and Investment, Inc.
WHEREAS, Seller is the owner of all the issued and outstanding shares of capital stock ("the Stock") of Seacoast Capital Corporation and Seacoast Capital Corporation II, both Delaware corporations (together the "Companies").
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Stock, upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I - PURCHASE AND SALE OF STOCK
1.1 PURCHASE AND SALE OF STOCK. Subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Buyer at the Closing, and Buyer shall purchase from Seller at the Closing the Stock, for the purchase price set forth in Article 2 hereof.
ARTICLE II - PURCHASE PRICE
2.1 PURCHASE PRICE. The purchase price ("Purchase Price") of the Stock shall be equal to the net book value of the Company's assets, less the Company's outstanding liabilities, as of March 31, 1996, increased at the rate of 7% per annum from March 31, 1996 to the Closing, plus the amount of any contributions to the capital of the Companies after March 31, 1996, increased at the rate of 7% per annum from the date of each contribution to the Closing.
2.2 PAYMENT OF PURCHASE PRICE. At the Closing, Buyer shall pay the Purchase Price to Seller, by wire transfer of immediately available federal funds, or by such other means as is acceptable to Seller.

ARTICLE III - SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer on the date of this Agreement as follows:
3.1 ORGANIZATION. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Companies are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware.
3.2 AUTHORITY. The execution, delivery, and performance of this Agreement by Seller have been duly and properly authorized by proper corporate action in accordance with applicable law and with its Articles of Incorporation and By-Laws.
3.3 TRANSACTION NOT A BREACH. Neither the execution and delivery of this Agreement nor the performance by Seller of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of the Articles of Incorporation or By-Laws of Seller or the Companies or any material contract, agreement, mortgage or other material instrument or obligation of any nature to which either Seller of either of the Companies is a party or by which Seller or either of the Companies is bound which have not been waived or cured; and neither the execution and delivery of this Agreement nor its performance by Seller or either of the Companies will contravene or violate any material statute or any material judicial or governmental regulation, order, injunction judgment or decree or require the approval, consent or permission of any governmental or regulator body or authority, except for consents or approvals which have already been obtained.
3.4 OWNERSHIP OF STOCK. Seller is the beneficial and record owner of all the issued and outstanding Stock, free and clear of all liens and encumbrances. The Stock is validly authorized, duly issued, fully paid and non-assessable. No person or entity has any rights by way of stock option, convertible security, subscription, warrant, contract or other agreement or arrangement, written or oral, to purchase or acquire any capital stock of either of the Companies.
3.5 SPECIAL PURPOSE CORPORATIONS. The Companies are special purpose corporations which have not engaged in any activities other than those relating to their ownership of interests in Seacoast Capital Partners Limited Partnership (the "Partnership").
3.6 FINANCIAL STATEMENTS. The financial statements for the Companies and the Partnership have been prepared in accordance with general accounting principles and are accurate and complete to the knowledge of Seller.
3.7 MATERIAL AGREEMENTS. Correct copies of all material agreements relating to the Companies and the Partnership have been made available to Buyer.
2

3.8 NO DISTRIBUTIONS. No distributions have been made from the Companies since March 31, 1996.
3.9 CONTINUING TRUTH OF REPRESENTATIONS. The representations and warranties of the Seller will be true and correct in all material respects as of the Closing Date.
ARTICLE IV - BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller on the date of this Agreement as follows:
4.1 ORGANIZATION. Buyer is a corporation duly organized and existing under the laws of the State of Delaware.
4.2 AUTHORITY. The execution, delivery, and performance of this Agreement by Buyer have been duly and properly authorized by proper corporate action in accordance with applicable law and with the Articles of Incorporation and By-Laws of Buyer.
4.3 TRANSACTION NOT A BREACH. Neither the execution and delivery of this Agreement nor the performance by Buyer of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of the Articles of Incorporation or By-Laws of Buyer or any contract, agreement, mortgage or other instrument or obligation of any nature to which Buyer is a party or by which Buyer is bound; and neither the execution and delivery of this Agreement nor its performance by Buyer will contravene or violate any statute or any judicial or governmental regulation, order, injunction judgment or decree or require the approval, consent or permission of any governmental or regulatory body or authority.
4.4 CONTINUING TRUTH OF REPRESENTATIVES. The representatives and warranties of the Buyer will be true and correct in all material respects as of the Closing Date.
ARTICLE V - CLOSING
5.1 TIME, DATE AND PLACE OF CLOSING. The transaction which is the subject of this Agreement shall be closed at 9:00 a.m., of the fifth business day following the satisfaction of all applicable requirements of the Small Business Administration ("SBA"), or on such other date and time as the parties shall mutually agree upon in writing ("the Closing Date"). The Closing shall take place at the offices of Seller's counsel in Chicago, Illinois, or such other place as the parties shall mutually agree.
5.2 DELIVERIES BY SELLER AT CLOSING. At the Closing, Seller will deliver to Buyer the following documents:
3

(a) Share certificates representing all of the Stock duly endorsed for transfer to Buyer or with separate stock transfer powers duly endorsed by Seller for transfer of the Stock to Buyer.
(b) A copy of a resolution of Seller's board of directors, or a committee thereof, certified by Seller's secretary as having been duly adopted and being in full force and effect, authorizing Seller's execution and performance of this Agreement.
5.3 DELIVERIES BY BUYER AT CLOSING. At the Closing, Buyer will deliver to Seller:
(a) The payment of the Purchase Price in the amount and manner required by
Section 2.2 hereof.
(b) A copy of a resolution of Buyer's board of directors, or a committee thereof, certified by Buyer's Secretary as having been duly adopted and being in full force and effect authorizing Buyer's execution and performance of this Agreement.
ARTICLE VI - MISCELLANEOUS
6.1 SEVERABILITY. The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of any other provision.
6.2 ASSIGNMENT. Neither this Agreement nor any interest hereunder shall be assigned or transferred by Seller or Buyer. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon Seller and Buyer and their respective successors and assigns.
6.3 ENTIRE AGREEMENT. This Agreement and a related agreement between the Buyer and Signal Capital Corporation executed contemporaneously with this Agreement set forth the entire understanding of the parties with respect to the subject matter hereof and may be modified only by instruments signed by both of the parties hereto. Any and all prior or collateral representations, promises and conditions in connection with the subject matter hereof and any representations, promise or condition not incorporated herein or made a part hereof or incorporated into shall not be binding upon either party.
6.4 DOCUMENTS. Each party will execute all documents and take such other actions as the other party may reasonably request in order to consummate the transactions provided for herein and to accomplish the purposes of this Agreement. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
6.5 THIRD PARTIES. Nothing in this Agreement is intended to confer any right or remedy under or by reason of this Agreement on any person other than the parties hereto
4

and their respective successors and assigns.
6.6 GOVERNING LAW. This Agreement shall be construed and governed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of law.
6.7 EXPENSES. Each party hereto shall pay its own expenses and costs incurred in connection with the negotiation and consummation of this Agreement and the transactions contemplated hereby, except that Buyer shall be responsible for and pay all applicable sales, transfer documentary, use, filing and other taxes and fees (other than income taxes) that may become due and payable as a result of the sale, transfer and delivery of the Stock, whether levied on Buyer, Seller or the Companies, and the Seller.
6.8 GUARANTEE SUBSTITUTION. At the request of Seller, and subject to the satisfaction of any SBA requirements, Buyer will substitute itself for Seller and its subsidiaries as the guarantor in the guarantee they have provided the SBA of the obligation of the Companies to invest in the Partnership. In any event, Buyer will save Seller and its subsidiaries harmless from such guarantee after the Closing.
6.9 CONDUCT OF BUSINESS. Prior to the Closing, the Companies and the Partnership will conduct their business in the normal course,
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BUYER:                                     SELLER:

Great American Management and              Anixter International Inc.
Investment, Inc.

By:  /s/ Gus J. Athas                      By:  /s/ James E. Knox
     --------------------------                 ---------------------------
Its   Senior Vice President                Its  Senior Vice President
     --------------------------                 ---------------------------	

5

SUPPLEMENTARY AGREEMENT
This Supplementary Agreement is entered into as of the 10th day of May 1996 by and between Signal Capital Corporation ("SCC") and Great American Management and Investment, Inc. ("Buyer") in connection with a Stock Purchase Agreement as of this same date by and between Anixter International Inc. and Buyer.
1. Subject to the terms and conditions set forth in this Agreement, SCC will sell, assign, transfer and deliver to Buyer at the Closing and Buyer will purchase from Seller at the Closing, the furniture, equipment, supplies, leaseholds and leasehold improvements (the "Assets") of the Merchant Banking Division of SCC. The Assets do not include any of the investments in the investment portfolio of SCC other than the stock being sold pursuant to the Stock Purchase Agreement. The excluded assets are referred to herein as "SCC's Investment Portfolio."
2. The purchase price for the Assets ("Purchase Price") will be equal to the net book value of the Assets as of March 31, 1996, increased at the rate of 7% per annum from March 31, 1996 to the Closing, plus the cost of any additions to the Assets, less the proceeds from any deletions of non-consumables from the Assets, increased at the rate of 7% per annum from the applicable month to the Closing.
3. Subject to the terms and conditions set forth in this Agreement, SCC at the Closing will make available to Buyer all the personnel then working for the Merchant Banking Division of SCC (the "Personnel") and Buyer will employ the Personnel. Buyer will adopt for the Personnel the severance plans and policies covering them at SCC on March 31, 1996. Any payments due under these plans and policies from Buyer for a severance of Personnel prior to March 31, 1997 will promptly be reimbursed to Buyer by SCC to the extent of the amount SCC would have incurred if the severance had occurred on March 31, 1996. SCC will continue to be responsible for any incentive amounts earned prior to the Closing as well as any incentive amounts earned after the closing in relation to SCC's Investment Portfolio.
4. Prior to the Closing, Buyer may utilize the services of the Personnel to the extent such utilization does not interfere with their management and administration of SCC's Investment Portfolio. Buyer will hold SCC and its affiliates harmless from any liabilities arising from such utilization.
5. Subject to the terms of conditions set forth in this Agreement, Buyer will reimburse SCC (the "Reimbursement") for all costs incurred by the Merchant Banking Division of SCC after March 31, 1996, excluding costs solely related to SCC's Investment Portfolio such as incentive or disposition bonuses, travel, attorneys and consultants for SCC's Investment portfolio, but including salaries and benefits of the Personnel and costs associated with the Assets. Such reimbursement will be increased at the rate of 7% from the month paid by SCC to the Closing.

6. For a period beginning with Closing and ending December 31, 1997, the Personnel, to the extent employed by Buyer or its affiliates, will be made available without charge for the management and administration of SCC's Investment portfolio. SCC will be responsible for costs solely related to SCC's Investment Portfolio such as incentive or disposition bonuses, travel, attorneys, and consultants for SCC's Investment Portfolio but excluding salaries and benefits of the Personnel and costs associated with the Assets or replacements therefor. SCC will hold Buyer and its affiliates harmless from any liability in connection with SCC's Investment Portfolio, other than the costs associated with the Personnel or the Assets or replacements therefor.
7. The Purchase Price and Reimbursement shall be paid at the Closing by wire transfer of immediately available federal funds, or by such other means as is acceptable to SCC.
8. The Closing under this Agreement shall occur when and if the Closing under the Stock Purchase Agreement shall occur. At the Closing, and from time to time thereafter, the parties will execute such documents as shall be necessary or appropriate to effect the transactions provided by this Agreement.
9. The representations and warranties of the Stock Purchase Agreement shall be deemed to apply to the transactions provided by this Agreement. Buyer acknowledges that the application of the severance plans and policies covering the Personnel has been explained to Buyer.
Dated as of May 10, 1996.
GREAT AMERICAN MANAGEMENT AND INVESTMENT, INC.

By:   /s/ Gus J. Athas
    --------------------------

Its:  Senior Vice-President
    --------------------------	

SIGNAL CAPITAL CORPORATION

By:   /s/ James E. Knox
    --------------------------

Its:  Senior Vice President
    --------------------------	

2

EXHIBIT 21.1
ANIXTER INTERNATIONAL SCHEDULE 21
LIST OF SUBSIDIARIES

                                                                 JURISDICTION
COMPANY NAME                                                    OF INCORPORATION
- - ------------                                                    ----------------
Anixter Inc. ...............................................    Delaware
  Anixter Argentina S.A. ...................................    Argentina
  Anixter Canada Inc. ......................................    Canada
     WireXpress Ltd. .......................................    Canada
  Anixter Colombia S.A. ....................................    Colombia
  Anixter de Mexico, S.A. de C.V. ..........................    Mexico
  Anixter Holdings, Inc. ...................................    Delaware
  Anixter Venezuela Inc. ...................................    Delaware
  Anixter Financial Inc. ...................................    Delaware
     Anixter Europe Holdings B.V. ..........................    Netherlands
       Anixter Austria GmbH.................................    Austria
       Anixter Belgium N.V. ................................    Belgium
       Anixter Denmark A/S .................................    Denmark
       Anixter Deutschland GmbH.............................    Germany
       Anixter Espana S.A. .................................    Spain
       Anixter France S.A. .................................    France
       Anixter Network Systems Greece, L.L.C. ..............    Greece
       Anixter Iletsim Sistemleri Pazarlama ve Ticaret
        A.S. ...............................................    Turkey
       Anixter International N.V./S.A. .....................    Belgium
       Anixter Italia S.r.1. ...............................    Italy
       Anixter International Ltd. (U.K.)....................    England
          Anixter U.K. Ltd. ................................    England
       Anixter Logistics, Europe N.V. ......................    Belgium
       Anixter Nederland B.V. ..............................    Netherlands
       Anixter Norge A.S. ..................................    Norway
       Anixter Poland Sp.z.o.o. ............................    Poland
       Anixter Portugal S.A. ...............................    Portugal
       Anixter Switzerland S.A./A.G. .......................    Switzerland
       Anixter Sverige AB (Sweden)..........................    Sweden
     Anixter Singapore Pte Ltd. ............................    Singapore
     Anixter Hong Kong Limited..............................    Hong Kong
  Anixter Australia Pty. Ltd. ..............................    Australia
  Anixter Thailand Inc. ....................................    Delaware
  Anixter Puerto Rico, Inc. ................................    Delaware
  Anixter do Brasil Ltda. ..................................    Brazil
  Anixter Philippines Inc. .................................    Delaware
  WireXpress, Inc. .........................................    Illinois
  Anixter-Real Estate, Inc. ................................    Illinois
  Anixter -- Frontier (JV)..................................    New York
  Anixter -- Lincoln (JV)...................................    Nebraska
  Anixter Information Systems Corporation...................    Illinois
B.E.L. Corporation..........................................    Delaware
Foreign Investments, Inc. ..................................    Delaware
GL Holding of Delaware, Inc. ...............................    Delaware	

                                                                                                 JURISDICTION
COMPANY NAME                                                                                   OF INCORPORATION
- - ------------                                                                                   ----------------

  Itel Corporation............................................................................  California
     Itel Container Corporation International.................................................  California
Itel Container Ventures Inc. .................................................................  Delaware
Itel Distribution Systems, Inc. ..............................................................  Delaware
Itel Rail Holdings Corporation................................................................  Delaware
  Fox River Valley Railroad Corporation.......................................................  Wisconsin
  Green Bay and Western Railroad Company......................................................  Wisconsin
     Michigan & Western Railroad Company......................................................  Michigan
  Hartford and Slocomb Railroad Company.......................................................  Wisconsin
  McCloud River Railroad Company..............................................................  California
  Rex Leasing, Inc. ..........................................................................  New Jersey
  Signal Capital Corporation..................................................................  Delaware
     SC Arizona, Inc. ........................................................................  Delaware
     SC Connecticut, Inc. ....................................................................  Delaware
       Richdale, Ltd..........................................................................  Delaware
     Signal Capital Projects, Inc.............................................................  Delaware
       Signal Capital Norwalk, Inc............................................................  Delaware
Seacoast Capital Corp. .......................................................................  Delaware
Seacoast Capital Corp. II.....................................................................  Delaware
  Seacoast Capital Partners L.P. .............................................................  Delaware
Plainsboro Holding Corporation................................................................  Delaware

EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 2-93173) pertaining to the Anixter International Inc. 1983 Stock Incentive Plan, the Registration Statement (Form S-8 No. 33-13486) pertaining to the Anixter International Inc. Key Executive Equity Plan, the Registration Statement (Form S-8 No. 33-21656) pertaining to the Anixter International Inc. 1988 Employee Stock Purchase Plan, the Registration Statement (Form S-8 No. 33-38364) pertaining to the Anixter International Inc. 1989 Employee Stock Incentive Plan, the Registration Statement (Form S-8 No. 33-60676) pertaining to the Anixter International Inc. 1993 Director Stock Option Plan, and the Registration Statement (Form S-8 No. 333-05907) pertaining to the Anixter International Inc. 1996 Stock Incentive Plan and in the related Prospectuses of our report dated February 10, 1997 with respect to the consolidated financial statements and schedules of Anixter International Inc. included in this Annual Report (Form 10-K) for the year ended January 3, 1997.
ERNST & YOUNG LLP
Chicago, Illinois
March 18, 1997

EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or director of Anixter International Inc., a Delaware corporation (the "Corporation"), which is about to file an annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, on Form 10-K hereby constitutes and appoints Dennis J. Letham, Rod F. Dammeyer, and James E. Knox, and each of them, his or her true and lawful attorney-in-fact and agents, with full power and all capacities, to sign the Corporation's Form 10-K and any or all amendments thereto, and any other documents in connection therewith, to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned and hereunto set her or his hand and seal as of the 19th day of March 1997.

          /s/ JAMES BLYTH                          /s/ JOHN R. PETTY
- - ------------------------------------        ------------------------------------

          /s/ ROD F. DAMMEYER                      /s/ SHELI Z. ROSENBERG
- - ------------------------------------        ------------------------------------

          /s/ ROBERT E. FOWLER, JR.                /s/ STUART M. SLOAN
- - ------------------------------------        ------------------------------------

          /s/ ROBERT W. GRUBBS                     /s/ THOMAS C. THEOBALD
- - ------------------------------------        ------------------------------------

          /s/ F. PHILIP HANDY                     /s/ SAMUEL ZELL
- - ------------------------------------        ------------------------------------

          /s/ MELVYN N. KLEIN
- - ------------------------------------	

ARTICLE 5	
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM ANIXTER INTERNATIONAL INC.'S CONSOLIDATED STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.	
MULTIPLIER: 1,000	

		
PERIOD TYPE	12 MOS	
FISCAL YEAR END	JAN 03 1997	
PERIOD START	JAN 01 1997	
PERIOD END	JAN 03 1997	
CASH	18,200	
SECURITIES	0	
RECEIVABLES	441,100	
ALLOWANCES	9,000	
INVENTORY	397,300	
CURRENT ASSETS	868,500	
PP&E	128,400	
DEPRECIATION	66,800	
TOTAL ASSETS	1,261,000	
CURRENT LIABILITIES	313,500	
BONDS	0	
PREFERRED MANDATORY	0	
PREFERRED	0	
COMMON	48,000	
OTHER SE	387,500	
TOTAL LIABILITY AND EQUITY	1,261,000	
SALES	2,475,300	
TOTAL REVENUES	2,475,300	
CGS	1,852,600	
TOTAL COSTS	2,386,900	
OTHER EXPENSES	0	
LOSS PROVISION	0	
INTEREST EXPENSE	27,700	
INCOME PRETAX	64,800	
INCOME TAX	28,700	
INCOME CONTINUING	36,100	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	36,100	
EPS PRIMARY	.73	
EPS DILUTED	.73