Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 1.51M
2: EX-10.14 Material Contract HTML 163K
3: EX-10.34B Material Contract HTML 82K
4: EX-10.35B Material Contract HTML 57K
5: EX-21.1 Subsidiaries List HTML 51K
6: EX-23.1 Consent of Experts or Counsel HTML 35K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
17: R1 Document and Entity Information HTML 61K
18: R2 Consolidated Statements of Income HTML 118K
19: R3 Consolidated Statements of Comprehensive Income HTML 50K
20: R4 Consolidated Balance Sheets HTML 111K
21: R5 Consolidated Balance Sheets (Parenthetical) HTML 39K
22: R6 Consolidated Statements of Cash Flows HTML 153K
23: R7 Consolidated Statements of Cash Flows Consolidated HTML 35K
Statements of Cash Flows (Parenthetical)
24: R8 Consolidated Statements of Stockholders' Equity HTML 76K
25: R9 Consolidated Statements of Stockholders' Equity HTML 33K
(Parenthetical)
26: R10 Summary of Significant Accounting Policies HTML 143K
27: R11 Discontinued Operations HTML 81K
28: R12 Business Combination HTML 96K
29: R13 Accrued Expenses HTML 42K
30: R14 Restructuring and Other Charges HTML 96K
31: R15 Debt HTML 93K
32: R16 Commitments and Contingencies HTML 44K
33: R17 Income Taxes HTML 123K
34: R18 Pension Plans HTML 597K
35: R19 Stockholders' Equity HTML 138K
36: R20 Business Segments HTML 280K
37: R21 Summarized Financial Information of Anixter Inc. HTML 78K
38: R22 Selected Quarterly Financial Data (Unaudited) HTML 178K
39: R23 Condensed Financial Information of Registrant HTML 147K
Anixter International Inc.
40: R24 Summary of Significant Accounting Policies HTML 202K
(Policies)
41: R25 Summary of Significant Accounting Policies HTML 79K
(Tables)
42: R26 Discontinued Operations (Tables) HTML 73K
43: R27 Business Combination (Tables) HTML 92K
44: R28 Accrued Expenses (Tables) HTML 42K
45: R29 Restructuring and Other Charges (Tables) HTML 86K
46: R30 Debt (Tables) HTML 49K
47: R31 Commitments and Contingencies (Tables) HTML 42K
48: R32 Income Taxes (Tables) HTML 120K
49: R33 Pension Plans (Tables) HTML 578K
50: R34 Stockholders' Equity (Tables) HTML 120K
51: R35 Business Segments (Tables) HTML 275K
52: R36 Summarized Financial Information of Anixter Inc. HTML 80K
(Tables)
53: R37 Selected Quarterly Financial Data (Unaudited) HTML 175K
(Tables)
54: R38 Valuation and Qualifying Accounts and Reserves HTML 75K
(Tables)
55: R39 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 152K
Additional Information (Detail)
56: R40 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 61K
Indefinite and Finite-Lived Intangible Assets
(Details)
57: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 44K
Summary of Components of Other Net Reflected in
Consolidated Statements of Operations (Detail)
58: R42 DISCONTINUED OPERATIONS - Additional Information HTML 55K
(Details)
59: R43 DISCONTINUED OPERATIONS - Results from HTML 69K
Discontinued Operations (Details)
60: R44 DISCONTINUED OPERATIONS - Assets and Liabilities HTML 56K
from Discontinued Operations (Details)
61: R45 BUSINESS COMBINATION - Additional information HTML 64K
(Details)
62: R46 BUSINESS COMBINATION - Purchase Price Allocation - HTML 58K
Power Solutions (Details)
63: R47 BUSINESS COMBINATION - Intangible Assets Acquired HTML 46K
- Power Solutions (Details)
64: R48 BUSINESS COMBINATION - Purchase Price Allocation - HTML 56K
Tri-Ed (Details)
65: R49 BUSINESS COMBINATION - Intangible Assets Acquired HTML 56K
- Tri-Ed (Details)
66: R50 BUSINESS COMBINATION - Pro Forma (Details) HTML 42K
67: R51 ACCRUED EXPENSES - Accrued Expenses (Details) HTML 42K
68: R52 RESTRUCTURING AND OTHER CHARGES - Summary of HTML 71K
Liabilities Associated with Restructuring and
Employee Severance (Details)
69: R53 RESTRUCTURING AND OTHER CHARGES - Additional HTML 111K
Information (Details)
70: R54 Debt (Detail) HTML 49K
71: R55 Debt - Additional Information (Detail) HTML 114K
72: R56 DEBT - Revolving Lines of Credit and Canadian Term HTML 130K
Loan (Details)
73: R57 DEBT - Long Term Debt Senior Notes Due 2023 HTML 51K
(Details)
74: R58 DEBT - Long Term Debt Senior Notes Due 2021 HTML 53K
(Details)
75: R59 DEBT - Long Term Senior Notes Due 2019 (Details) HTML 53K
76: R60 COMMITMENTS AND CONTINGENCIES - Additional HTML 39K
Information (Details)
77: R61 COMMITMENTS AND CONTINGENCIES - Minimum Lease HTML 51K
Commitments Under Operating Leases (Details)
78: R62 INCOME TAXES - Additional Information (Detail) HTML 81K
79: R63 INCOME TAXES - Components of Income Tax Expense HTML 63K
(Benefit) (Details)
80: R64 INCOME TAXES - Effective Income Tax Rate HTML 51K
Reconciliation (Details)
81: R65 INCOME TAXES - Deferred Tax Assets and Liabilities HTML 62K
(Details)
82: R66 INCOME TAXES - Unrecognized Tax Benefits Roll HTML 41K
Forward (Details)
83: R67 PENSION PLANS - Additional Information (Details) HTML 138K
84: R68 PENSION PLANS - Weighted Average Percentage of HTML 72K
Actual and Target Asset Allocation (Details)
85: R69 PENSION PLANS - Defined Benefit Plan Amounts HTML 54K
Recognized in Other Comprehensive Income (Loss)
(Details)
86: R70 PENSION PLANS - Accumulated Other Comprehensive HTML 41K
Income (Loss) (Details)
87: R71 PENSION PLANS - Amounts in Accumulated Other HTML 38K
Comprehensive Income (Loss) to be Recognized over
Next Fiscal Year (Details)
88: R72 PENSION PLANS - Reconcilation of Net Funded Status HTML 153K
of Pension Plans (Details)
89: R73 PENSION PLANS - Components of Net Periodic Cost HTML 59K
(Detail)
90: R74 PENSION PLANS - Weighted-Average Assumptions Used HTML 49K
to Measure Net Periodic Benefit Costs (Details)
91: R75 PENSION PLANS - Assets Measured at Fair Value on a HTML 167K
Recurring Basis (Details)
92: R76 PENSION PLANS - Change in Level 3 Assets Measured HTML 45K
at Fair Value on a Recurring Basis (Details)
93: R77 PENSION PLANS - Estimated Future Benefit Payments HTML 55K
(Details)
94: R78 STOCKHOLDERS' EQUITY - Additional Information HTML 105K
(Detail)
95: R79 STOCKHOLDERS' EQUITY - Activity Under the Director HTML 68K
and Employee Stock Unit Plans (Details)
96: R80 STOCKHOLDERS' EQUITY - Activity Under the Employee HTML 52K
Option Plans (Details)
97: R81 STOCKHOLDERS' EQUITY - Changes to the Unvested HTML 79K
Stock Options (Details)
98: R82 BUSINESS SEGMENTS - Additional Information HTML 52K
(Details)
99: R83 BUSINESS SEGMENTS - Segment Information (Detail) HTML 100K
100: R84 BUSINESS SEGMENTS - Segment Operating Income HTML 108K
Results (Details)
101: R85 BUSINESS SEGMENTS - Revenue From External HTML 55K
Customers by Geographic Areas (Details)
102: R86 BUSINESS SEGEMENTS - Long-Lived Assets by HTML 48K
Geographic Areas (Details)
103: R87 BUSINESS SEGMENTS - Changes in Goodwill (Detail) HTML 56K
104: R88 SUMMARIZED FINANCIAL INFORMATION OF ANIXTER INC - HTML 35K
Additional Information (Detail)
105: R89 Summarized Financial Information of Anixter Inc - HTML 74K
Condensed Consolidated Balance Sheets (Detail)
106: R90 Summarized Financial Information of Anixter Inc - HTML 68K
Condensed Consolidated Statements of Income and
Comprehensive Income (Detail)
107: R91 Selected Quarterly Financial Data (UNAUDITED) - HTML 83K
Additional Information (Details)
108: R92 Selected Quarterly Financial Data - Summary of HTML 104K
Quarterly Financial Data (Details)
109: R93 Schedule 1 - STATEMENTS OF INCOME AND HTML 72K
COMPREHENSIVE INCOME (Details)
110: R94 Schedule 1 - BALANCE SHEETS (Details) HTML 83K
111: R95 Schedule 1 - STATEMENTS OF CASH FLOWS (Details) HTML 111K
112: R96 Schedule 2-VALUATION AND QUALIFYING ACCOUNTS AND HTML 48K
RESERVES (Detail)
114: XML IDEA XML File -- Filing Summary XML 206K
113: EXCEL IDEA Workbook of Financial Reports XLSX 166K
11: EX-101.INS XBRL Instance -- axe-20161230 XML 6.64M
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115: ZIP XBRL Zipped Folder -- 0000052795-17-000004-xbrl Zip 469K
THIS FIRST AMENDMENT TO INVENTORY FACILITY LOAN DOCUMENTS, dated as of September 29, 2016 (this “Amendment”), is made by and among ANIXTER INC., a Delaware corporation, (“Anixter”), the other parties listed on the signature pages hereof as a “Loan Party” (together with Anixter, each, a “Loan Party” and collectively, the “Loan Parties”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and the Lenders (as defined in the Credit Agreement) party hereto.
R E C I T A L S:
WHEREAS, reference is made to that certain Credit Agreement, dated as of October 5, 2015, by and among the Borrowers (as defined therein), the Lenders and the Administrative Agent (as amended, restated or otherwise modified, the “Credit Agreement”) and that certain Guaranty and Security Agreement, dated as of October
5, 2015, by and among the Loan Parties and the Administrative Agent, on behalf of the Lenders (as amended, restated or otherwise modified, the “GSA”); and
WHEREAS, the parties hereto desire to amend certain terms of the GSA as hereinafter provided and the Administrative Agent, with the approval of the Required Lenders, is willing to make such modifications, subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
1.Definitions. Defined terms used herein unless otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement and the rules
of construction set forth in Section 1.04 of the Credit Agreement shall apply to this Amendment.
2. Amendment of Credit Agreement. The Credit Agreement is hereby amended as follows:
(a) Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“6.15 Inventory with Bailees. Each Borrower will not, and will not permit any other Loan Party to, store its Inventory at any time with a bailee, warehouseman, consignee, or similar party, unless either (i) the applicable Loan Party has provided Administrative Agent a Collateral Access Agreement with respect thereto or (ii) if the applicable Loan Party does not so
provide Administrative Agent a Collateral Access Agreement with respect thereto, Administrative Agent has the option, in its discretion, to institute a reserve for rent in accordance with Section 2.1(c) hereof.”
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3. Amendment of GSA. The GSA is hereby amended as follows:
(a) Section 7(k)(iv) of the GSA is hereby amended and restated in its entirety to read as follows:
“(iv) Subject to Section 5.16 of the Credit Agreement, other than (A) an aggregate amount of not more than $1,000,000 at any one time, in the case of Grantors
and the other Loan Parties, (B) subject to Section 6.1(a)(xv) of the Credit Agreement, amounts in Deposit Accounts with Bank Mendes Gans N.V. (or any successor thereto), (C) amounts in account no. 4427668403 in the name of Communication Cables, LLC maintained at Bank of America, N.A. so long as substantially all amounts in such account are routinely swept to a Deposit Account of ARC, and (D) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes. and other employee wage and benefit payments to or for Grantors’ or their Subsidiaries’ employees, no Grantor will, and no Grantor will permit any other Loan Party to, make, acquire, or permit to exist Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless the applicable Grantor or the applicable Loan Party, as applicable, and the
applicable bank or securities intermediary have entered into control agreements with Administrative Agent governing such Investments in order to perfect (and further establish) Administrative Agent’s Liens in such Investments.”
4. Representations and Warranties. Each of the Loan Parties, by executing this Amendment, hereby certifies and confirms that as of the date hereof and after giving effect to this Amendment: (a) the execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith (i) have been authorized by all requisite action on the part of the Loan Parties, (ii) will not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or (iii) conflict with or violate any of the Loan Parties’ respective
Organization Documents; (b) the representations and warranties of the Loan Parties contained in the Credit Agreement and GSA (as amended by this Amendment) and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on the date hereof with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the specific dates or times referred to therein); (c) no Event
of Default or Default under the Credit Agreement shall have occurred and be continuing or shall exist which will not be cured by the execution and effectiveness of this Amendment; and (d) the Credit Agreement and GSA (as amended by this Amendment) and all other Loan Documents are and remain legal, valid, binding and enforceable obligations in accordance with the terms thereof.
5. Conditions of Effectiveness of the Amendment. The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:
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(a) Fees and Expenses. The
Loan Parties shall pay to the Administrative Agent the costs and expenses of the Administrative Agent, including reasonable fees of the Administrative Agent’s counsel in connection with this Amendment.
(b) Execution and Delivery. The Loan Parties and the Required Lenders shall have executed and delivered to the Administrative Agent counterparts to this Amendment.
(c) Receivables Facility Amendment. The parties to that certain Waiver and First Amendment to Receivables Facility Loan Documents of even date herewith with respect to the Receivables Facility Credit Agreement shall have delivered executed counterparts thereto to the Receivables Facility Administrative Agent and all conditions to effectiveness thereto shall have been met to the
satisfaction of the Receivables Facility Administrative Agent.
6. Force and Effect. Each Loan Party reconfirms, restates, and ratifies each of Loan Documents to which it is a party and except as amended by this Amendment each Loan Party confirms that all such Loan Documents to which it is party remain in full force and effect since the date of their execution.
7. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.
8. Counterparts. This Amendment may be signed
in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and delivery of executed signature pages hereof by telecopy or other electronic transmission from one party to another shall constitute effective and binding execution and delivery of this Amendment by such party.
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9. Release; Indemnification.
(a) Release. In further consideration of the Administrative Agent’s and Required Lenders’ execution of this Amendment, each Loan Party, individually and on behalf of its respective successors
(including any trustees acting on behalf of such party, and any debtor-in-possession with respect to such party), assigns, subsidiaries and affiliates, hereby forever releases the Lenders and the Administrative Agent and their successors, assigns, parents, subsidiaries, and affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that any Loan Party has or may have against the Releasees, or any
of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof (including with respect to the Obligations, any Collateral and any third parties liable in whole or in part for the Obligations). This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the Credit Agreement (as amended by this Amendment) or the other Loan Documents.
(b) Related Indemnity. Each Loan Party hereby agrees that its release of the Releasees set forth in Section 9(a) shall include an obligation to indemnify and hold the Releasees, or any of them, harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including officers, directors, agents, trustees, creditors, partners or shareholders of any such Loan Party or any parent, subsidiary or affiliate of any such Loan Party, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statutes, regulation, common law principle or otherwise arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection herewith; provided, that no any such Loan Party shall be liable for any indemnification to a Releasee to the extent that any such liability, obligation, loss, penalty, action,
judgment, suit, cost, expense or disbursement results from the applicable Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The foregoing indemnity shall survive the payment in full of the Obligations and the termination of the Credit Agreement and the other Loan Documents.
10. Amendment as Loan Document. The parties hereto acknowledge and agree that this Amendment constitutes a Loan Document.
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WITNESS WHEREOF and intending to be legally bound hereby, the parties hereto have executed this Amendment as of the date first above written.
