10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 3, 2018
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from  to

Commission File No.: 1-14130

__________________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

__________________________________________

New York (State or Other Jurisdiction of Incorporation or Organization)	11-3289165 (I.R.S. Employer Identification No.)
75 Maxess Road, Melville, New York (Address of principal executive offices)	11747 (Zip Code)

(516) 812-2000

(Registrant’s telephone number, including area code)

__________________________________________

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 ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☒	☐		☐	☐
Large accelerated filer ☒	Accelerated filer ☐	Non‑accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

As of March 26, 2018, 45,858,307 shares of Class A common stock and 10,623,951 shares of Class B common stock of the registrant were outstanding.

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (the “Report”) contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Discussions containing such forward‑looking statements may be found in Items 2 and 3 of Part I and Item 1 of Part II of this Report, as well as within this Report generally. The words “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends,” and similar expressions are intended to identify forward‑looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward‑looking statements. We undertake no obligation to publicly disclose any revisions to these forward‑looking statements to reflect events or circumstances occurring subsequent to filing this Report with the Securities and Exchange Commission (the “SEC”). These forward‑looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section and Items 2 and 3 of Part I, as well as in Part II, Item 1A, “Risk Factors” of this Report, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 2, 2017. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, future results may differ materially from historical results or from those discussed or implied by these forward‑looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward‑looking statements. These risks and uncertainties include, but are not limited to:

· general economic conditions in the markets in which the Company operates;

· changing customer and product mixes;

· competition, including the adoption by competitors of aggressive pricing strategies and sales methods;

· industry consolidation and other changes in the industrial distribution sector;

· volatility in commodity and energy prices;

· the outcome of government or regulatory proceedings or future litigation;

· credit risk of our customers;

· risk of cancellation or rescheduling of customer orders;

· work stoppages or other business interruptions (including those due to extreme weather conditions) at transportation centers, shipping ports, our headquarters or our customer fulfillment centers;

· dependence on our information systems and the risks of business disruptions arising from changes to our information systems and disruptions due to catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses, physical or electronic break-ins and cyberattacks;  

· retention of key personnel;

· risk of loss of key suppliers, key brands or supply chain disruptions;

· risks associated with changes to trade policies;

· failure to comply with applicable environmental, health and safety laws and regulations;

· goodwill and intangible assets recorded resulting from our acquisitions could be impaired;

· risks associated with the integration of acquired businesses or other strategic transactions; and

· financial restrictions on outstanding borrowings.

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MSC INDUSTRIAL DIRECT CO., INC.

INDEX

		Page
PART I.  FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 3, 2018 and September 2, 2017	4
	Condensed Consolidated Statements of Income for the Thirteen and Twenty-Six Weeks Ended March 3, 2018 and March 4, 2017	5
	Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Twenty-Six Weeks Ended March 3, 2018 and March 4, 2017	6
	Condensed Consolidated Statement of Shareholders’ Equity for the Twenty-Six Weeks Ended March 3, 2018	7
	Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks Ended March 3, 2018 and March 4, 2017	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
SIGNATURES		29

3

PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	March 3,		September 2,
	2018		2017
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	31,608	$	16,083
Accounts receivable, net of allowance for doubtful accounts of $13,456 and $13,278, respectively		501,067		471,795
Inventories		498,987		464,959
Prepaid expenses and other current assets		56,253		52,742
Total current assets		1,087,915		1,005,579
Property, plant and equipment, net		308,124		316,305
Goodwill		633,405		633,728
Identifiable intangibles, net		105,306		110,429
Other assets		30,472		32,871
Total assets	$	2,165,222	$	2,098,912
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	260,347	$	331,986
Accounts payable		133,688		121,266
Accrued liabilities		100,400		104,473
Total current liabilities		494,435		557,725
Long-term debt		250,896		200,991
Deferred income taxes and tax uncertainties		73,856		115,056
Total liabilities		819,187		873,772
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock (one vote per share); $0.001 par value; 100,000,000 shares authorized; 55,050,160 and 53,513,806 shares issued, respectively		55		54
Class B common stock (ten votes per share); $0.001 par value; 50,000,000 shares authorized; 10,623,951 and 11,850,636 shares issued and outstanding, respectively		11		12
Additional paid-in capital		652,440		626,995
Retained earnings		1,285,681		1,168,812
Accumulated other comprehensive loss		(18,079)		(17,263)
Class A treasury stock, at cost, 9,191,853 and 8,972,729 shares, respectively		(574,073)		(553,470)
Total shareholders’ equity		1,346,035		1,225,140
Total liabilities and shareholders’ equity	$	2,165,222	$	2,098,912
See accompanying notes to condensed consolidated financial statements.

4

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Net sales	$	768,987	$	703,780	$	1,537,548	$	1,390,051
Cost of goods sold		431,764		389,218		865,256		766,754
Gross profit		337,223		314,562		672,292		623,297
Operating expenses		239,120		227,917		474,911		446,052
Income from operations		98,103		86,645		197,381		177,245
Other (expense) income:
Interest expense		(3,550)		(2,950)		(6,787)		(5,884)
Interest income		213		164		376		327
Other (expense) income, net		77		(54)		(331)		(338)
Total other expense		(3,260)		(2,840)		(6,742)		(5,895)
Income before provision for income taxes		94,843		83,805		190,639		171,350
(Benefit) provision for income taxes		(22,709)		30,246		13,502		63,503
Net income	$	117,552	$	53,559	$	177,137	$	107,847
Per share information:
Net income per common share:
Basic	$	2.08	$	0.94	$	3.14	$	1.90
Diluted	$	2.06	$	0.93	$	3.12	$	1.89
Weighted average shares used in computing net income per common share:
Basic		56,439		56,620		56,363		56,500
Diluted		56,892		57,213		56,698		56,910
Cash dividends declared per common share	$	0.58	$	0.45	$	1.06	$	0.90
See accompanying notes to condensed consolidated financial statements.

5

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Net income, as reported	$	117,552	$	53,559	$	177,137	$	107,847
Foreign currency translation adjustments		27		(701)		(816)		(2,248)
Comprehensive income	$	117,579	$	52,858	$	176,321	$	105,599
See accompanying notes to condensed consolidated financial statements.

6

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statement of Shareholders’ Equity

Twenty-Six Weeks Ended March 3, 2018

(In thousands)

(Unaudited)

	Class A Common Stock			Class B Common Stock			Additional				Accumulated Other		Class A Treasury Stock
	Shares	Amount		Shares	Amount		Paid-In Capital		Retained Earnings		Comprehensive Loss		Shares	Amount at Cost		Total
Balance at September 2, 2017	53,514	$	54	11,851	$	12	$	626,995	$	1,168,812	$	(17,263)	8,973	$	(553,470)	$	1,225,140
Exchange of Class B common stock for Class A common stock	1,227		1	(1,227)		(1)		—		—		—	—		—		—
Exercise of common stock options	232		—	—		—		16,393		—		—	—		—		16,393
Common stock issued under associate stock purchase plan	—		—	—		—		1,251		—		—	(30)		1,125		2,376
Issuance of restricted common stock, net of cancellations	(3)		—	—		—		—		—		—	—		—		—
Shares issued upon vesting of restricted stock units, including dividend equivalent units	80		—	—		—		212		—		—	—		—		212
Stock-based compensation	—		—	—		—		7,589		—		—	—		—		7,589
Repurchases of common stock	—		—	—		—		—		—		—	249		(21,728)		(21,728)
Net income	—		—	—		—		—		177,137		—	—		—		177,137
Cash dividends on Class A common stock	—		—	—		—		—		(47,687)		—	—		—		(47,687)
Cash dividends on Class B common stock	—		—	—		—		—		(12,186)		—	—		—		(12,186)
Dividend equivalent units declared, net of cancellations	—		—	—		—		—		(395)		—	—		—		(395)
Foreign currency translation adjustment	—		—	—		—		—		—		(816)	—		—		(816)
Balance at March 3, 2018	55,050	$	55	10,624	$	11	$	652,440	$	1,285,681	$	(18,079)	9,192	$	(574,073)	$	1,346,035
See accompanying notes to condensed consolidated financial statements.

7

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Twenty-Six Weeks Ended
	March 3,		March 4,
	2018		2017
Cash Flows from Operating Activities:
Net income	$	177,137	$	107,847
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,307		30,815
Stock-based compensation		7,589		6,925
Loss on disposal of property, plant, and equipment		178		333
Provision for doubtful accounts		3,407		3,415
Deferred income taxes and tax uncertainties		(41,199)		—
Changes in operating assets and liabilities:
Accounts receivable		(32,461)		(41,680)
Inventories		(33,648)		(21,289)
Prepaid expenses and other current assets		(3,457)		(343)
Other assets		2,330		1,056
Accounts payable and accrued liabilities		7,004		9,577
Total adjustments		(58,950)		(11,191)
Net cash provided by operating activities		118,187		96,656
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(17,261)		(25,508)
Cash used in business acquisition		(738)		—
Net cash used in investing activities		(17,999)		(25,508)
Cash Flows from Financing Activities:
Repurchases of common stock		(21,728)		(3,377)
Payments of cash dividends		(59,873)		(51,010)
Proceeds from sale of Class A common stock in connection with associate stock purchase plan		2,376		2,196
Proceeds from exercise of Class A common stock options		16,393		21,933
Borrowings under Credit Facility		74,000		78,000
Borrowings under Shelf Facility Agreement		50,000		—
Payments of notes payable and revolving credit note under the Credit Facility		(146,000)		(136,000)
Other, net		71		(36)
Net cash used in financing activities		(84,761)		(88,294)
Effect of foreign exchange rate changes on cash and cash equivalents		98		(142)
Net increase (decrease) in cash and cash equivalents		15,525		(17,288)
Cash and cash equivalents—beginning of period		16,083		52,890
Cash and cash equivalents—end of period	$	31,608	$	35,602
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	50,279	$	58,737
Cash paid for interest	$	6,553	$	5,524
See accompanying notes to condensed consolidated financial statements.

8

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements include MSC Industrial Direct Co., Inc. (“MSC”) and all its subsidiaries (hereinafter referred to collectively as the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (including normal recurring adjustments) have been included. Operating results for the thirteen and twenty-six-week periods ended March 3, 2018are not necessarily indicative of the results that may be expected for the fiscal year ending September 1, 2018. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2017.

The Company’s fiscal year ends on the Saturday closest to August 31 of each year. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2018 fiscal year will be a 52-week accounting period that will end on September 1, 2018 and its 2017 fiscal year was a 52-week accounting period that ended onSeptember 2, 2017.

Recently Adopted Accounting Pronouncements

Simplifying the Measurement of Inventory

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which requires an entity to measure inventory at the lower of cost and net realizable value, which consists of the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, the updated guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The guidance is to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company adopted ASU 2015-11 during the first quarter of fiscal 2018 and the adoption did not have any impact on its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

Income Statement - Reporting Comprehensive Income

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). This ASU provides guidance on a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for the effect of the tax rate change resulting from the Tax Cuts and Jobs Act (H.R.1) (the "Tax Reform Act"). The amendments eliminate the stranded tax effects resulting from the Tax Reform Act and will improve the usefulness of information reported to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. This ASU is effective for the Company in the first quarter of fiscal 2020. The Company is currently evaluating this standard which is not expected to have a material impact on its consolidated financial statements.

Goodwill Impairment

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 in the goodwill impairment test that required an entity to calculate the implied fair value of goodwill.  An entity will now apply a one-step quantitative test and record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019.  The new standard is effective for the Company for its fiscal 2021 fourth quarter goodwill impairment test.  Early adoption is permitted for annual and interim goodwill impairment

9

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

testing dates after January 1, 2017.  The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.

Business Combinations

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations – Clarifying the Definition of a Business. ASU 2017-01clarifies the definition of a business to assist entities with evaluating when a set of transferred assets and activities is considered a business. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The new standard is effective for the Company for its fiscal year 2019, with early adoption permitted.  The amendments are to be applied prospectively to business combinations that occur after the effective date.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. ASU 2016-02 requires reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. ASU 2016-02 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018.  The new standard is effective for the Company for its fiscal year 2020. The guidance will be applied on a modified retrospective basis beginning with the earliest period presented. The Company is currently evaluating this standard to determine the impact of adoption on its consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company for its fiscal year 2019. Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. To date, the Company has performed a preliminary detailed review of key contracts and compared historical accounting policies and practices to the new standard. While the Company is still evaluating this standard, it is not expected that this standard will have a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate ASU 2014-09 and other amendments and related interpretive guidance through the date of adoption. The Company expects to adopt ASU 2014-09 under the modified retrospective approach in the first quarter of fiscal 2019.

Reclassification

 Certain items have been reclassified from the prior year to conform to the current year presentation.

Note 2. Net Income per Share

The Company’s non-vested restricted stock awards contain non-forfeitable rights to dividends and meet the criteria of a participating security as defined by Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share”. Under the two-class method, net income per share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, net income is allocated to both common shares and participating securities based on their respective weighted average shares outstanding for the period. The following table sets forth the computation of basic and diluted net income per common share under the two-class methodfor the thirteen and twenty-six weeks ended March 3, 2018 and March 4, 2017, respectively:

10

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Net income as reported	$	117,552	$	53,559	$	177,137	$	107,847
Less: Distributed net income available to participating securities		(22)		(36)		(59)		(113)
Less: Undistributed net income available to participating securities		(105)		(84)		(197)		(199)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	117,425	$	53,439	$	176,881	$	107,535
Add: Undistributed net income allocated to participating securities		105		84		197		199
Less: Undistributed net income reallocated to participating securities		(104)		(83)		(196)		(197)
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	117,426	$	53,440	$	176,882	$	107,537
Denominator:
Weighted average shares outstanding for basic net income per share		56,439		56,620		56,363		56,500
Effect of dilutive securities		453		593		335		410
Weighted average shares outstanding for diluted net income per share		56,892		57,213		56,698		56,910
Net income per share Two-class method:
Basic	$	2.08	$	0.94	$	3.14	$	1.90
Diluted	$	2.06	$	0.93	$	3.12	$	1.89

There were no antidilutive stock options included in the computation of diluted earnings per share for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017, respectively.

Note 3. Stock-Based Compensation

The Company accounts for all share-based payments in accordance with ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718").Stock‑based compensation expense included in operating expenses for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017 was as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Stock options	$	1,128	$	1,075	$	2,322	$	2,187
Restricted share awards		670		1,012		1,572		2,334
Restricted stock units		1,821		1,233		3,575		2,275
Associate Stock Purchase Plan		76		67		120		129
Total		3,695		3,387		7,589		6,925
Deferred income tax benefit		(1,083)		(1,288)		(2,224)		(2,632)
Stock-based compensation expense, net	$	2,612	$	2,099	$	5,365	$	4,293

11

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Stock options

The fair value of each option grant is estimated on the date of grant using the Black‑Scholes option pricing model with the following assumptions:

	Twenty-Six Weeks Ended
	March 3,		March 4,
	2018		2017
Expected life (in years)	4.0		4.1
Risk-free interest rate	1.87	%	1.16	%
Expected volatility	22.13	%	20.50	%
Expected dividend yield	2.30	%	2.40	%
Weighted-average grant-date fair value	$12.25		$9.29

A summary of the Company’s stock option activity for the twenty-six-week period ended March 3, 2018 is as follows:

	Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on September 2, 2017	1,743	$	70.88
Granted	436		79.60
Exercised	(232)		70.80
Canceled/Forfeited	(31)		72.68
Outstanding on March 3, 2018	1,916	$	72.85	4.8	$	26,947
Exercisable on March 3, 2018	764	$	73.60	3.6	$	10,167

The unrecognized share‑based compensation cost related to stock option expense at March 3, 2018was $9,912 and will be recognized over a weighted average period of 2.6 years. The total intrinsic value of options exercised, which represents the difference between the exercise price and market value of common stock measured at each individual exercise date, during the twenty-six-week periods ended March 3, 2018 and March 4, 2017was $5,283 and$9,100, respectively.

Restricted share awards

A summary of the non‑vested restricted share award (“RSA”) activity under the Company’s 2005 Omnibus Incentive Plan and 2015 Omnibus Incentive Plan for the twenty-six-week period ended March 3, 2018 is as follows:

	Shares	Weighted-Average  Grant-Date Fair Value
Non-vested restricted share awards at September 2, 2017	160	$	80.49
Granted	—		—
Vested	(88)		79.36
Canceled/Forfeited	(3)		82.27
Non-vested restricted share awards at March 3, 2018	69	$	81.75

The fair value of each RSA is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSA award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSAs will be settled in shares of the Company’s Class A common stock when vested. The unrecognized compensation cost related to RSAs at March 3, 2018was $3,259 and will be recognized over a weighted average period of 1.4 years.

12

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

Restricted stock units

A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the twenty-six-week period ended March 3, 2018 is as follows:

	Shares	Weighted-Average  Grant-Date Fair Value
Non-vested restricted stock unit awards at September 2, 2017	313	$	66.66
Granted	166		81.00
Vested	(78)		66.60
Canceled/Forfeited	(13)		71.56
Non-vested restricted stock unit awards at March 3, 2018	388	$	72.65

The fair value of each RSU is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSUs will be settled in shares of the Company’s Class A common stock when vested. These awards accrue dividend equivalents on outstanding units (in the form of additional stock units) based on dividends declared on the Company’s Class A common stock and these dividend equivalents convert to unrestricted common stock on the vesting dates of the underlying RSUs. The dividend equivalents are not included in the RSU table above. The unrecognized compensation cost related to the RSUs at March 3, 2018was $22,955 and is expected to be recognized over a weighted average period of 3.7years.

Note 4. Fair Value

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs used to measure fair value into three levels, with Level 1 being of the highest priority. The three levels of inputs used to measure fair value are as follows:

Level 1—	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active  markets.
Level 2—	Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—	Unobservable inputs which are supported by little or no market activity.

In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Company entered into an arrangement during fiscal 2013 with the Columbus-Franklin County Finance Authority (“Finance Authority”) which provides savings on state and local sales taxes imposed on construction materials purchased by entities that finance the transactions through them. Under this arrangement,the Finance Authority issued taxable bonds to finance the structure and site improvements of the Company’s customer fulfillment center. The bonds ($27,025outstanding at bothMarch 3, 2018 and September 2, 2017)  are classified as available for sale securities in accordance with ASC Topic 320. The securities are recorded at fair value in Other Assets in the Condensed Consolidated Balance Sheet. The fair values of these securities are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The Company did not record any gains or losses on these securities during the thirteen and twenty-six-week periods ended March 3, 2018. The outstanding principal amount of each bond bears interest at the rate of2.4% per year. Interest is payable on a semiannual basis in arrears on each interest payment date.

In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s capital lease obligations also approximate fair value. The fair value of the Company’s short-term and long-term debt is estimated based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. The carrying amount of the Company’s debt at March 3, 2018 approximates its fair value.

The Company’s financial instruments, other than those presented in the disclosure above, include cash, receivables, accounts payable, and accrued liabilities. Management believes the carrying amount of the aforementioned financial

13

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

instruments is a reasonable estimate of fair value as of March 3, 2018 and September 2, 2017 due to the short-term maturity of these items.

During the twenty-six weeks ended March 3, 2018 and March 4, 2017, the Company had noremeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

Note 5. Debt and Capital Lease Obligations

Debt at March 3, 2018 and September 2, 2017 consisted of the following:

	March 3,		September 2,
	2018		2017
	(Dollars in thousands)
Revolving Credit Facility	$	260,000	$	332,000
Private Placement Debt:
Senior notes, series A		75,000		75,000
Senior notes, series B		100,000		100,000
Shelf Facility Agreement		50,000		-
Capital lease and financing obligations		28,017		27,829
Subtotal	$	513,017	$	534,829
Less: unamortized debt issuance costs		(1,774)		(1,852)
Total debt	$	511,243	$	532,977
Less: short-term debt(1)		(260,347)		(331,986)
Long-term debt	$	250,896	$	200,991

____________________

(1) Net of unamortized debt issuance costs expected to be amortized in the next twelve months.

Credit Facility

In April 2017, the Company entered into a $600,000 credit facility (the “Credit Facility”). The Credit Facility, which matures on April 14, 2022, provides for a five-year unsecured revolving loan facility in the aggregate amount of $600,000.  

The Credit Facility permits up to $50,000 to be used to fund letters of credit.  The Credit Facility also permits the Company to request one or more incremental term loan facilities and/or increase the revolving loan commitments in an aggregate amount not to exceed $300,000.  Subject to certain limitations, each such incremental term loan facility or revolving commitment increase will be on terms as agreed to by the Company, the Administrative Agent and the lenders providing such financing.

Borrowings under the Credit Facility bear interest, at the Company’s option, either at (i) the LIBOR (London Interbank Offered Rate) rate plus the applicable margin for LIBOR loans ranging from 1.00% to 1.375%, based on the Company’s consolidated leverage ratio; or (ii) the greatest of (a) the Administrative Agent’s prime rate in effect on such day, (b) the federal funds effective rate in effect on such day, plus 0.50%, and (c) the LIBOR rate that would be calculated as of such day in respect of a proposed LIBOR loan with a one-month interest period, plus 1.00%, plus, in the case of each of clauses (a) through (c), an applicable margin ranging from 0.00% to 0.375%, based on the Company’s consolidated leverage ratio. The Company is required to pay a quarterly undrawn fee ranging from 0.10% to 0.20% per annum on the unutilized portion of the Credit Facility, based on the Company’s consolidated leverage ratio.  The Company is also required to pay quarterly letter of credit usage fees ranging between 1.00% to 1.375% (based on the Company’s consolidated leverage ratio) on the amount of the daily average outstanding letters of credit, and a quarterly fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit.  The weighted average applicable borrowing rate for the Company for any borrowings outstanding under the Credit Facility at March 3, 2018 was 2.75% which represents LIBOR plus 1.125%. Based on the interest period the Company selects, interest may be payable every one, two, or three months. Interest is reset at the end of each interest period. The Company currently elects to have loans under the Credit Facility bear interest based on LIBOR with one-month interest periods.

14

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

During the twenty-six-week period ended March 3, 2018, the Company borrowed $74,000 and repaid $146,000 under the revolving loan facility.

Private Placement Debt

In July 2016, in connection with the Company’s “modified Dutch auction” tender offer, the Company completed the issuance and sale of the following unsecured senior notes (collectively “Private Placement Debt”):

· $75,000 aggregate principal amount of 2.65% Senior Notes, Series A, due July 28, 2023 (“Senior notes, series A”); and

· $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026 (“Senior notes, series B”).

The Private Placement Debt is due, in full, on the stated maturity dates.  Interest is payable semiannually at the fixed stated interest rates.

Shelf Facility Agreements

In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with Metropolitan Life Insurance Company (“MetLife Note Purchase Agreement”) and PGIM, Inc. (“Prudential Note Purchase Agreement” and together with the Met Life Note Purchase Agreement, the “Shelf Facility Agreements”).

The Met Life Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of senior notes, at either fixed or floating rates. As of March 3, 2018, the Company has not issued any notes under the Met Life Note Purchase Agreement.

The Prudential Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of senior notes, at a fixed rate.In January 2018, the Company completed the issuance and sale of $50,000 aggregate principal amount of 3.04% per annum and payable semiannually Senior Notes due January 12, 2023 under the Prudential Note Purchase Agreement in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The proceeds from the issuance and sale of the Prudential Senior Noteshave beenused to pay a portion of the revolving loans outstanding under the Credit Facility. As of March 3, 2018, the aggregate availability under the Prudential Note Purchase Agreement is $200,000.

Each of the Credit Facility, Private Placement Debt, and Shelf Facility Agreements contain several restrictive covenants including the requirement that the Company maintain a maximum consolidated leverage ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, amortization and stock-based compensation) of no more than 3.00 to 1.00 (or, at the election of the Company after it consummates a material acquisition, a four-quarter temporary increase to 3.50 to1.00), and a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the terms of the Credit Facility, Private Placement Debt and Shelf Facility Agreements.  

At March 3, 2018, the Company was in compliance with the operating and financial covenants of the Credit Facility, Private Placement Debt, and Shelf Facility Agreements.  

Capital Lease and Financing Obligations

In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Finance Authority holds the title to the building and entered into a long-term lease with the Company. The lease has a 20-year term with a prepayment option without penalty between 7 and 20 years. At the end of the lease term, the building’s title is transferred to the Company for a nominal amount when the principal of and interest on the bonds have been fully paid. The lease has been classified as a capital lease in accordance with ASC Topic 840. At March 3, 2018 and September 2, 2017, the capital lease obligation was approximately $27,025.

15

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

From time to time, the Company enters into capital leases and financing arrangements with vendors to purchase certain IT equipment or software. The equipment or software acquired from these vendors is paid over a specified period of time based on the terms agreed upon. During the twenty-six-week period ended March 3, 2018, the Company entered into a financing obligation for certain software totaling $721.  The gross amount of property and equipment acquired under this financing obligation and its accumulated amortization at March 3, 2018 was approximately $721 and $301, respectively.

Note 6. Shareholders’ Equity

The Company paid cash dividends of  $1.06 per common share totaling $59,873 for the twenty-six weeks ended March 3, 2018. For the twenty-six weeks ended March 4, 2017, the Company paid cash dividends of $0.90 per common share totaling $51,010.  On April 5, 2018, the Board of Directors declared a quarterly cash dividend of $0.58 per share payable on May 1, 2018 to shareholders of record at the close of business on April 17, 2018. The dividend will result in a payout of approximately $32,760, based on the number of shares outstanding at March 26, 2018.

The Board of Directors established the MSC Stock Repurchase Plan (the “Repurchase Plan”) which allows the Company to repurchase shares at any time and in suchamounts as it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the twenty-six-week period ended March 3, 2018, the Company repurchased 249 shares of its Class A common stock for $21,728, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. Of these shares, 53shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program. On January 9, 2018, the Board of Directors authorized the repurchase of an additional 2,000 shares of Class A common stock under the Company’s ongoing Repurchase Plan, increasing the total number of shares of Class A common stock authorized for future repurchase to approximately 2,600 shares at March 3, 2018.

Note 7. Product Warranties

The Company generally offers a maximum one-year warranty, including parts and labor, for some of its machinery products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be able to recoup some of these costs through product warranties it holds with its original equipment manufacturers, which typically range from thirty to ninety days. In general, many of the Company’s general merchandise products are covered by third-party original equipment manufacturers’ warranties. The Company’s warranty expense for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017 was minimal.

Note 8. Income Taxes

On December 22, 2017, the Tax Reform Act was enacted. The Tax Reform Act made significant changes to U.S. federal income tax laws including permanently lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. As the Company has a fiscal August year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory rate of 25.7% for the fiscal year ending September 1, 2018. The Company’s statutory federal tax rate will be 21.0% for fiscal years 2019 and beyond. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted.

In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows a company to report provisional numbers related to the Tax Reform Act and adjust those amounts during a measurement period not to extend beyond one year. For the thirteen and  twenty-six-week periodsended March 3, 2018, the Company recorded a one-time provisional net tax benefit of $41,199 due to therevaluation of its net deferred tax liabilitiesprimarily related to the lower federal corporate tax rate, partially offset by the lower federal benefit for state taxes and the change from a worldwide tax system to a territorial tax system. In addition, applying the reduced effective tax rate of 29.3%, including state taxes and which excludes discrete items, to our first and second fiscal quarter earnings resulted in a$16,929 reduction to tax expense.

The amounts recorded are provisional and are subject to change due to further interpretations of the Tax Reform Act, legislative action to address questions that arise because of the Tax Reform Act, and/or any updates or changes to estimates the Company has utilized to calculate the impacts, such as return to accrual adjustments and/or changes to current year earnings estimates and the Company’s ongoing analysis of the Tax Reform Act.

16

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

During the twenty-six-week period endedMarch 3, 2018, there were no material changes in unrecognized tax benefits. 

Note 9. Legal Proceedings

There are various claims, lawsuits, and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

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

The following is intended to update the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2017 and presumes that readers have access to, and will have read, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in such Annual Report on Form 10-K.

Overview

MSC Industrial Direct Co., Inc. (together with its subsidiaries, “MSC,” the “Company,” “we,” “our,” or “us”) is a leading North American distributor of a broad range of metalworking and maintenance, repair, and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with more than 1.6 million products, inventory management and other supply chain solutions, and deep expertise from more than 75 years of working with customers across industries. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers, and diversify our customer base.

We offer approximately 1,601,000 active, saleable stock-keeping units (“SKUs”) through our catalogs; brochures; eCommerce channels, including our website, mscdirect.com (“MSC website”); our inventory management solutions; and call-centers and branches. We service our customers from 12 customer fulfillment centers (eight customer fulfillment centers are located within the United States which includes five primary customer fulfillment centers, one is located in the United Kingdom (the “U.K.”), and three are  in Canada) and 93 branch offices. Many of our products are carried in stock, and orders for these in-stock products are typically fulfilled the day on which the order is received.

Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customers’ needs. We focus on offering inventory, process and procurement solutions that reduce MRO supply chain costs and improve plant floor productivity for our customers. We will seek to continue to achieve cost reduction throughout our business through cost-saving strategies and increased leverage from our existing infrastructure, and continue to provide additional procurement cost-savings solutions to our customers through technology such as our Customer Managed Inventory (“CMI”), Vendor Managed Inventory (“VMI”), and vending programs.

Our field sales and service associate headcount was 2,285 at March 3, 2018, compared to 2,352 at March 4, 2017. We will continue to manage our sales and service headcount based on economic conditions and our business plans.

Recent Developments

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The Tax Reform Act transitions the U.S. tax system to a new territorial system and lowers the statutory federal corporate income tax rate from 35% to 21%. The reduction of the statutory federal corporate tax rate to 21% became effective on January 1, 2018. In fiscal 2018, we expect our U.S. blended federal statutory income tax rate to be approximately 25.7%, which will be reduced to 21.0% in fiscal 2019 and thereafter.

As a result of the Tax Reform Act, we recorded a reduction to tax expense of approximately $16.9 million on our Consolidated Condensed Statements of Operations for the thirteen and twenty-six-week periods ended March 3, 2018 after applying the reduced blended effective tax rate of 29.3%, including state taxes and which excludes discrete items.We revalued our net deferred tax liabilitiesprimarily related to the lower federal corporate tax rate, partially offset by the lower federal benefit for state taxes and the change from a worldwide tax system to a territorial tax system as of the effective date of the Tax Reform Act. The net deferred tax liabilities revaluation resulted in a one-time tax provisional benefit estimated to be approximately $41.2 million and was recorded during the thirteen and twenty-six-week periods ended March 3, 2018.  The amounts recorded are provisional and are subject to change due to further interpretations of the Tax Reform Act, legislative action to address questions that arise because of the Tax Reform Act, and/or any updates or changes to estimates the Company has utilized to calculate the impacts, such as return to accrual adjustments and/or changes to current year earnings estimates and the Company’s ongoing analysis of the Tax Reform Act.

Our Strategy

Our objective is to continue to grow sales profitably while helping our customers become more productive and profitable by reducing their total cost for purchasing, using and maintaining MRO supplies. We continue to pursue strategic acquisitions that expand or complement our business in new and existing markets or further enhance the value and offerings we provide.

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Business Environment

We utilize various indices when evaluating the level of our business activity.  Approximately 68% of our revenues came from sales in the manufacturing sector during the second quarter of our fiscal year 2018, including certain national account customers. Through statistical analysis, we have found that trends in our customers’ activity has correlated to changes in the Metalworking Business Index (“MBI”). The MBI is a sentiment index developed from a monthly survey of the US metalworking industry, focusing on durable goods manufacturing. We have experienced the highest correlation between our sales trends and the MBI by using the rolling 12-month MBI average on a four-month lag basis. For the MBI, a value below 50.0 generally indicates contraction and a value above 50.0 generally indicates expansion. The MBI index over the last three months and for the past 12-month period was as follows:

Period	MBI
December	56.2
January	59.1
February	61.3
Fiscal 2018 Q2 average	58.9
12-month average	56.7

The MBI improved throughout the quarter, reaching a record high of 61.3 in February. The trailing 12-month average also climbed to 56.7. Details released with theFebruary MBI indicate an expanding metalworking environment, supported by growth in new orders, production, backlog, and supplier deliveries. The most recent March MBI reading of 59.5 displays continued expansion, representing the 15th consecutive month above 50.0. We will continue to monitor the currenteconomic conditions for its impact on our customers and markets and continue to assess both risks and opportunities that may affect our business.

Thirteen-Week Period Ended March 3, 2018 Compared to the Thirteen-Week Period Ended March 4, 2017

The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:

	Thirteen Weeks Ended
	March 3, 2018			March 4, 2017			Change
		$	%		$	%		$	%
Net sales	$	768,987	100.0%	$	703,780	100.0%	$	65,207	9.3%
Cost of goods sold		431,764	56.1%		389,218	55.3%		42,546	10.9%
Gross profit		337,223	43.9%		314,562	44.7%		22,661	7.2%
Operating expenses		239,120	31.1%		227,917	32.4%		11,203	4.9%
Income from operations		98,103	12.8%		86,645	12.3%		11,458	13.2%
Total other expense		(3,260)	(0.4)%		(2,840)	(0.4)%		(420)	14.8%
Income before provision for income taxes		94,843	12.3%		83,805	11.9%		11,038	13.2%
(Benefit) Provision for income taxes		(22,709)	(3.0)%		30,246	4.3%		(52,955)	(175.1)%
Net income	$	117,552	15.3%	$	53,559	7.6%	$	63,993	119.5%

Net Sales

Net sales increased 9.3% or approximately $65.2 million for the thirteen-week period ended March 3, 2018, as compared to the thirteen-week period ended March 4, 2017.  We estimate that this $65.2 million increase in net sales is comprised of (i) approximately $30.9 million of higher sales volume, excluding DECO operations; (ii) approximately $29.9 million from DECO operations, which we acquired in July 2017; (iii) approximately $1.8 million from foreign exchange impact; and (iv) approximately $2.6 million from improved pricing, inclusive of changes in customer and product mix, discounting and other items. Of the above $65.2 million increase in net sales, sales to our government and national account programs (“Large Account Customers”) increased by approximately $20.2 million and sales other than to our Large Account Customers increased by approximately $45.0 million, which includes the $29.9 million from DECO.

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The table below shows the change in our average daily sales by total company and by customer type for the thirteen- week period ended March 3, 2018 compared to the same period in the prior fiscal year:

Average Daily Sales Percentage Change
(unaudited)
2018 vs. 2017 Fiscal Period	Thirteen Week Period Ended Fiscal Q2		% of Total Business
Total Company	9.3	%
Manufacturing Customers(1)	8.9	%	68	%
Non-Manufacturing Customers(1)	9.3	%	32	%

_____________

(1) Excludes U.K. operations.

We believe that our ability to transact business with our customers through various electronic portals and directly through the MSC website gives us a competitive advantage over smaller suppliers. Sales made through our eCommerce platforms, including sales made through Electronic Data Interchange (“EDI”) systems, VMI systems, Extensible Markup Language ordering-based systems, vending machine systems, hosted systems and other electronic portals, represented 60.3% of consolidated net sales for the thirteen-week period ended March 3, 2018, compared to 59.8% of consolidated net sales for the same period in the prior fiscal year. This increase was primarily associated with the MSC website and vending machine systems.

Gross Profit

Gross profit margin was43.9% for the thirteen-week period ended March 3, 2018 as compared to 44.7% for the same period in the prior fiscal year.  The decline came from the DECO business we acquired in the fiscal fourth quarter of 2017, which resulted in an 80 basis point negative impact to our gross margin.

Operating Expenses

Operating expenses increased4.9% to $239.1 million for the thirteen-week period ended March 3, 2018, as compared to $227.9 million for the same period in the prior fiscal year.Operating expenses were31.1% of net sales for the thirteen-week period ended March 3, 2018, compared to 32.4% of net sales for the same period in the prior fiscal year, yielding approximately 130 basis points of expense leverage on higher net sales. The increase in operating expenses was attributable to volume-related expenses, primarily payroll and payroll-related and freight costs, associated with higher sales.  Operating expenses also increased due to the acquisition of DECO in our fourth quarter of fiscal 2017, including the non-recurring integration costs resulting from the acquisition.  DECO’s operating expenses, including non-recurring integration costs, accounted for approximately $6.3 million of total operating expenses for the thirteen-week period ended March 3, 2018. 

Payroll and payroll-related costs wereapproximately 57.4% of total operating expenses for the thirteen-week period ended March 3, 2018, as compared to approximately 57.2% for the thirteen-week period ended March 4, 2017.  Included in payroll and payroll-related costs are salary, incentive compensation, sales commission, and fringe benefit costs. All of these costs increased for the thirteen-week period ended March 3, 2018, as compared to the same period in the prior fiscal year, with the majority of the increase attributable to higher volume-driven salary costs.Also contributing to the increase in payroll and payroll-related costs were increased costs associated with the acquired DECO operations, increased fringe costs associated with higher medical costs, and an increase in our sales commissions primarily related to the increase in net sales.

Freight expense was approximately $31.9 million for the thirteen-week period ended March 3, 2018, as compared to $29.3 million for the same period in the prior fiscal year. The primary driver of the increase was increased sales.

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Income from Operations

Income from operations increased13.2% to $98.1 million for the thirteen-week period ended March 3, 2018, as compared to $86.6 million for the same period in the prior fiscal year.  This was primarily attributable to the increase in net sales and gross profit, offset in part by the increases in operating expenses as described above.  Income from operations as a percentage of net sales increased to 12.8% for the thirteen-week period ended March 3, 2018, as compared to 12.3%for the same period in the prior fiscal year, primarily the result of the operating expense leverage mentioned above.

(Benefit) Provision for Income Taxes

The effective tax rate for the thirteen-week period ended March 3, 2018 was (23.9%) as compared to 36.1% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act along with a reduction in the federal corporate tax rate from 35% to 25.7% (representing a blended rate as eight months of our fiscal year are impacted by the new legislation) on our current fiscal year earnings. See Note 8 “Income Taxes” in the Notes to the unaudited Condensed Consolidated Financial Statements for further discussion.

Net Income

The factors which affected net income for the thirteen-week period ended March 3, 2018, as compared to the same period in the previous fiscal year, have been discussed above.

Twenty-Six-Week Period Ended March 3, 2018 Compared to the Twenty-Six-Week Period Ended March 4, 2017

The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:

	Twenty-Six Weeks Ended
	March 3, 2018			March 4, 2017			Change
		$	%		$	%		$	%
Net sales	$	1,537,548	100.0%	$	1,390,051	100.0%	$	147,497	10.6%
Cost of goods sold		865,256	56.3%		766,754	55.2%		98,502	12.8%
Gross profit		672,292	43.7%		623,297	44.8%		48,995	7.9%
Operating expenses		474,911	30.9%		446,052	32.1%		28,859	6.5%
Income from operations		197,381	12.8%		177,245	12.8%		20,136	11.4%
Total other expense		(6,742)	(0.4)%		(5,895)	(0.4)%		(847)	14.4%
Income before provision for income taxes		190,639	12.4%		171,350	12.3%		19,289	11.3%
Provision for income taxes		13,502	0.9%		63,503	4.6%		(50,001)	(78.7)%
Net income	$	177,137	11.5%	$	107,847	7.8%	$	69,290	64.2%

Net Sales

Net sales increased10.6% or approximately $147.5 million for the twenty-six-week period ended March 3, 2018, as compared to the twenty-six-week period ended March 4, 2017.  We estimate that this $147.5 million increase in net sales is comprised of (i) approximately $84.6 million of higher sales volume, excluding DECO operations; (ii) approximately $59.6 million from DECO operations, which we acquired in July 2017; (iii) approximately $3.0 million from foreign exchange impact; and (iv) approximately $0.3 million in improved pricing, inclusive of changes in customer and product mix, discounting and other items. Of the above $147.5 million increase in net sales, sales to our Large Account Customers increased by approximately $53.2 million and sales other than to our Large Account Customers increased by approximately $94.3 million, which includes the $59.6 million from DECO.

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The table below shows the change in our average daily sales by total company and by customer type for the twenty-six-week period ended March 3, 2018 compared to the same period in the prior fiscal year:

Average Daily Sales Percentage Change
(unaudited)
2018 vs. 2017 Fiscal Period	Twenty-Six Week Period Ended Fiscal Q2		% of Total Business
Total Company	10.6	%
Manufacturing Customers(1)	10.1	%	68	%
Non-Manufacturing Customers(1)	11.2	%	32	%

_____________

(1) Excludes U.K. operations.

Sales made through our eCommerce platforms represented 60.0% of consolidated net sales for the twenty-six-week period ended March 3, 2018 compared to 59.7% of consolidated net sales for the same period in the prior fiscal year. This increase was primarily associated with the MSC website and vending machine systems. 

Gross Profit

Gross profit margin was43.7% for the twenty-six-week period ended March 3, 2018as compared to 44.8% for the same period in the prior fiscal year.  The primary driver of the decline came from the DECO business we acquired in the fiscal fourth quarter of 2017, which resulted in a 90 basis point negative impact to our gross margin.

Operating Expenses

Operating expenses increased6.5% to $474.9 million for the twenty-six-week period ended March 3, 2018, as compared to $446.1 million for the same period in the prior fiscal year. Operating expenses were30.9% of net sales for the twenty-six-week period ended March 3, 2018, compared to 32.1% of net sales for the same period in the prior fiscal year, yielding approximately 120 basis points of expense leverage on higher net sales. The increase in operating expenses was attributable to volume-related expenses, primarily payroll and payroll-related and freight costs, associated with higher sales.  Operating expenses also increased due to the acquisition of DECO in our fourth quarter of fiscal 2017, including the non-recurring integration costs resulting from the acquisition.  DECO’s operating expenses, including non-recurring integration costs, accounted for approximately $12.2 million of total operating expenses for the twenty-six-week period ended March 3, 2018. 

Payroll and payroll-related costs wereapproximately 57.1% of total operating expenses for the twenty-six-week period ended March 3, 2018, as compared to approximately 56.8% for the twenty-six-week period ended March 4, 2017.  Included in payroll and payroll-related costs are salary, incentive compensation, sales commission, and fringe benefit costs. All of these costs increased for the twenty-six-week period ended March 3, 2018, as compared to the same period in the prior fiscal year, with the majority of the increase attributable to higher sales commissions and volume-driven salary costs. Also contributing to the increase in payroll and payroll-related costs were increased costs associated with the acquired DECO operations and increased fringe costs associated with higher medical costs.

Freight expense was approximately $63.4 million for the twenty-six-week period ended March 3, 2018, as compared to $58.0 million for the same period in the prior fiscal year. The primary driver of the increase was increased sales.

Income from Operations

Income from operations increased 11.4% to $197.4 million for the twenty-six-week period ended March 3, 2018, as compared to $177.2 million for the same period in the prior fiscal year. This was primarily attributable to the increase in net sales and gross profit, offset in part by the increases in operating expenses as described above.  Income from operations as a percentage of net sales was12.8% for both the twenty-six-week periods ended March 3, 2018 and March 4, 2017.

22

Provision for Income Taxes

The effective tax rate for the twenty-six-week period ended March 3, 2018 was 7.1% as compared to 37.1% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act along with a reduction in the federal corporate tax rate from 35% to 25.7% (representing a blended rate as eight months of our fiscal year are impacted by the new legislation) on our current fiscal year earnings. See Note8 “Income Taxes” in the Notes to the unaudited Condensed Consolidated Financial Statements for further discussion.

Net Income

The factors which affected net income for the twenty-six-week period ended March 3, 2018, as compared to the same period in the previous fiscal year, have been discussed above.

Liquidity and Capital Resources

	March 3,		September 2,
	2018		2017		$ Change
	(Dollars in thousands)
Total debt	$	511,243	$	532,977	$	(21,734)
Less: Cash and cash equivalents		(31,608)		(16,083)		(15,525)
Net debt	$	479,635	$	516,894	$	(37,259)
Equity	$	1,346,035	$	1,225,140	$	120,895

As of March 3, 2018, we held $31.6 million in cash and cash equivalents, substantially all with well-known financial institutions. Historically, our primary capital needs have been to fund our working capital requirements necessitated by our sales growth and the costs of acquisitions, new products, new facilities, facility expansions, investments in vending solutions, technology investments, and productivity investments. Cash generated from operations, together with borrowings under our credit facilities, Private Placement Debt, and Shelf Facility Agreements, have been used to fund these needs, to repurchase shares of our Class A common stock, and to pay dividends. At March 3, 2018, total borrowings outstanding, representing amounts due under the Credit Facility, Private Placement Debt, and Shelf Facility Agreements, as well as all capital leases and financing arrangements, were approximately $511.2 million, net of unamortized debt issuance costs of $1.8 million. At September 2, 2017, total borrowings outstanding, representing amounts due under the Credit Facility and Private Placement Debt, as well as all capital leases and financing arrangements, were approximately $533.0 million, net of unamortized debt issuance costs of $1.9 million. We believe, based on our current business plan, that our existing cash, funds available under our revolving credit facility, and cash flow from operations will be sufficient to fund our planned capital expenditures and operating cash requirements for at least the next 12 months.

The table below summarizes information regarding the Company’s liquidity and capital resources:

	Twenty-Six Weeks Ended
	March 3,		March 4,
	2018		2017
	(Dollars in thousands)
Net cash provided by operating activities	$	118,187	$	96,656
Net cash used in investing activities		(17,999)		(25,508)
Net cash used in financing activities		(84,761)		(88,294)
Effect of foreign exchange rate changes on cash and cash equivalents		98		(142)
Net increase (decrease) in cash and cash equivalents	$	15,525	$	(17,288)

23

Operating Activities

Net cash provided by operating activities for the twenty-six-week periods ended March 3, 2018 and March 4, 2017 was $118.2 million and $96.7 million, respectively. There are various increases and decreases contributing to this change. An increase in net income, partially offset by the income tax benefit recognized from the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act, contributed to the majority of the increase in net cash provided by operating activities.

	March 3,		September 2,		March 4,
	2018		2017		2017
	(Dollars in thousands)
Working Capital	$	593,480	$	447,854	$	477,865
Current Ratio		2.2		1.8		2.0
Days Sales Outstanding (excluding DECO)		54.4		54.0		51.5
Inventory Turnover (excluding DECO)		3.5		3.5		3.4

The increase in working capital at March 3, 2018compared to September 2, 2017and March 4, 2017 is primarily due to an increase in inventories and accounts receivable resulting from an increase in sales and is also due to the paydown of the Company’s short-term debt.  The current ratio has remained relatively consistent during the past 12 months.

The increase in days sales outstanding (“DSO”) is primarily due to a receivables portfolio consisting of a greater percentage of Large Account Customer sales, which are typically at longer terms.  Although our DSO have increased compared to September 2, 2017 and March 4, 2017, it improved as compared to our fiscal first quarter 2018 levelof 57.5. We expect our DSO to continue to improve slightly through the remainder of fiscal 2018.  Inventory turns, calculated using a thirteen-point average inventory balance, improved slightly in our fiscal second quarter of 2018 as compared to the same period in the previous fiscal year due to sales volume increasing.

Investing Activities

Net cash used in investing activities for the twenty-six-week periods ended March 3, 2018 and March 4, 2017was $18.0 millionand$25.5 million, respectively.  Substantially all of the use of cash for both periods was attributable to expenditures for property, plant, and equipment.

Financing Activities

Net cash used in financing activities for the twenty-six-week periods ended March 3, 2018 and March 4, 2017 was $84.8 million and $88.3 million, respectively. The major components contributing to the use of cash for the twenty-six-week period ended March 3, 2018 were repayments on our interest-bearing debtof $22.0 million, net of borrowings, cash dividends paid of $59.9 million, and the repurchase of our common stock of $21.7 million. This was partially offset by proceeds from the exercise of common stock options of $16.4 million. The major components contributing to the use of cash for the twenty-six-week period ended March 4, 2017 were repayments on the Credit Facility of $58.0 million, net of borrowings, related to both the revolving loan facility and term loan facility and cash dividends paid of $51.0 million. This was partially offset by proceeds from the exercise of common stock options of $21.9 million.

Long-term Debt

Credit Facility

In April 2017, the Company entered into a $600.0 million credit facility (the “Credit Facility”).See Note 5 “Debt and Capital LeaseObligations”in the Notes to the unaudited Condensed Consolidated Financial Statements for more information aboutthe Credit Facility. 

At March 3, 2018, we were in compliance with the operating and financial covenants of the Credit Facility. The Company had additional payments of $20.0 million, net of borrowings through March 26, 2018, resulting in an unused balance of $356.9 million of the Credit Facility. The unused balance, which is reduced by outstanding letters of credit, is available for working capital purposes if necessary.

24

Private Placement Debt and Shelf Facility Agreements

In July 2016, in connection with our tender offer and stock purchase, we completed the issuance and sale of unsecured senior notes.  In January 2018, we entered into two Note Purchase and Private Shelf Agreements. See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about these transactions.

Capital Lease and Financing Arrangements

From time to time, we enter into capital leases and financing arrangements.  See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about our capital lease and financing arrangements.

Operating Leases

As of March 3, 2018, certain of our operations are conducted on leased premises. These leases are for varying periods, the longest extending to fiscal 2028. In addition, we are obligated under certain equipment and automobile operating leases, which expire on varying dates through fiscal 2022.

Contractual Obligations

Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on our Form 10-K for the fiscal year ended September 2, 2017. There have been no material changes in our contractual obligations and commitments since September 2, 2017 except for the following changes to our debt obligations.

In January 2018, we entered into two Note Purchase and Private Shelf Agreements. See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about these transactions.

Future payments due under our long-term debt changed from those described in the Contractual Obligations table contained within our Annual Report on our Form 10-K for the fiscal year ended September 2, 2017, and accordingly have been updated as follows:

Contractual Obligations	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Maturities of long-term debt obligations, net of interest	$	485,000	$	260,000	$	—	$	50,000	$	175,000

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Critical Accounting Estimates

On an ongoing basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, inventory valuation, allowance for doubtful accounts, warranty reserves, contingencies and litigation, income taxes, accounting for goodwill and long-lived assets, stock-based compensation, and business combinations.  We make estimates, judgments and assumptions in determining the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The estimates are used to form the basis for making judgments about the carrying values of assets and liabilities and the amount of revenues and expenses reported that are not readily apparent from other sources. Actual results may differ from these estimates.

There have been no material changes in the Company’s Critical Accounting Policies, as disclosed in its Annual Report on Form 10-K for the fiscal year ended September 2, 2017.

25

Recently Issued Accounting Standards

See Note 1“Basis of Presentation” in the Notes to the unaudited Condensed Consolidated Financial Statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our exposures to market risks since September 2, 2017. Please refer to our Annual Report on Form 10-K for the fiscal year ended September 2, 2017for a complete discussion of our exposures to market risks.

Item 4.  Controls and Procedures

Our senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act) designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, as well as other key members of our management, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

No changes occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) during the fiscal quarter ended March 3, 2018that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

There are various claims, lawsuits, and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Item 1A.  Risk Factors

In addition to the other information set forth in this Report, consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 2, 2017, which could materially affect our business, financial condition or future results. The risks described in the aforementioned report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially adversely affect our business, financial condition and/or operating results.

26

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

The following table sets forth repurchases by the Company of its outstanding shares of Class A common stock during the thirteen-week period ended March 3, 2018:

Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
12/3/17 - 1/2/18	1,585	$	95.48	—	802,334
1/3/18 - 2/2/18	50,183		91.63	50,000	2,752,334
2/3/18 - 3/3/18	146,023		88.73	145,866	2,606,468
Total	197,791	$	89.52	195,866

____________________

(1) During the thirteen weeks ended March 3, 2018,  1,925 shares of our common stock were withheld by the Company as payment to satisfy our associates’ tax withholding liability associated with our share-based compensation program and are included in the total number of shares purchased.

(2) Activity is reported on a trade date basis.

(3) During fiscal year 1999, the Board of Directors established the MSC Stock Repurchase Plan, which we refer to as the “Repurchase Plan.” The total number of shares of our Class A common stock initially authorized for future repurchase was set at 5,000,000 shares. On January 8, 2008, the Board of Directors reaffirmed and replenished the Repurchase Plan and set the total number of shares of Class A common stock authorized for future repurchase at 7,000,000 shares. On October 21, 2011, the Board of Directors reaffirmed and replenished the Repurchase Plan and set the total number of shares of Class A common stock authorized for future repurchase at 5,000,000 shares. On January 9, 2018, the Board of Directors authorized the repurchase of an additional 2,000,000 shares of Class A common stock under the Company’s ongoing Repurchase Plan. As of March 3, 2018, the maximum number of shares that may yet be repurchased under the Repurchase Plan was 2,606,468 shares.  There is no expiration date for this program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

27

Item 6.  Exhibits

EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Note Purchase and Private Shelf Agreement, dated as of January 12, 2018, by and between MSC Industrial Direct Co., Inc. and Metropolitan Life Insurance Company and/or one or more of its affiliates or related funds, as purchasers thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 17, 2018).
10.2	Note Purchase and Private Shelf Agreement, dated as of January 12, 2018, by and between MSC Industrial Direct Co., Inc. and PGIM, Inc. and/or one or more of its affiliates or related funds, as purchasers thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 17, 2018).
31.1	Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	XBRL Instance Document.*
101.SCH	XBRL Taxonomy Extension Schema Document.*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.*

__________________________

*	Filedherewith.
**	Furnishedherewith.

28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MSC Industrial  Direct Co., Inc. (Registrant)
Dated: April 10, 2018	By:	/s/ ERIK GERSHWIND President and Chief Executive Officer (Principal Executive Officer)
Dated: April 10, 2018	By:	/s/ RUSTOM JILLA Executive Vice President and Chief Financial Officer (Principal Financial Officer)

29

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Erik Gershwind, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MSC Industrial Direct Co., Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 10, 2018

/s/ ERIK GERSHWIND

Erik Gershwind

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Rustom Jilla, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of MSC Industrial Direct Co., Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 10, 2018

/s/ RUSTOM JILLA

Rustom Jilla

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of MSC Industrial Direct Co., Inc. (the “Company”) for the fiscal quarter ended March 3, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Erik Gershwind, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 10, 2018

By:	/s/ ERIK GERSHWIND
Name:	Erik Gershwind President and Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to MSC Industrial Direct Co., Inc. and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of MSC Industrial Direct Co., Inc. (the “Company”) for the fiscal quarter ended March 3, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rustom Jilla, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 10, 2018

By:	/s/ RUSTOM JILLA
Name:	Rustom Jilla Executive Vice President and Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to MSC Industrial Direct Co., Inc. and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	6 Months Ended
	Mar. 03, 2018	Mar. 26, 2018
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 03, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Registrant Name	MSC INDUSTRIAL DIRECT CO INC
Entity Central Index Key	0001003078
Current Fiscal Year End Date	--09-01
Entity Filer Category	Large Accelerated Filer
Trading Symbol	msm
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		45,858,307
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		10,623,951

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Mar. 03, 2018	Sep. 02, 2017
Current Assets:
Cash and cash equivalents		$ 31,608	$ 16,083
Accounts receivable, net of allowance for doubtful accounts of $13,456 and $13,278, respectively		501,067	471,795
Inventories		498,987	464,959
Prepaid expenses and other current assets		56,253	52,742
Total current assets		1,087,915	1,005,579
Property, plant and equipment, net		308,124	316,305
Goodwill		633,405	633,728
Identifiable intangibles, net		105,306	110,429
Other assets		30,472	32,871
Total assets		2,165,222	2,098,912
Current Liabilities:
Short-term debt	[1]	260,347	331,986
Accounts payable		133,688	121,266
Accrued liabilities		100,400	104,473
Total current liabilities		494,435	557,725
Long-term debt		250,896	200,991
Deferred income taxes and tax uncertainties		73,856	115,056
Total liabilities		819,187	873,772
Commitments and Contingencies
Shareholders' Equity:
Preferred stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		652,440	626,995
Retained earnings		1,285,681	1,168,812
Accumulated other comprehensive loss		(18,079)	(17,263)
Class A treasury stock, at cost, 9,191,853 and 8,972,729 shares, respectively		(574,073)	(553,470)
Total shareholders' equity		1,346,035	1,225,140
Total liabilities and shareholders' equity		2,165,222	2,098,912
Class A Common Stock [Member]
Shareholders' Equity:
Common stock		55	54
Class B Common Stock [Member]
Shareholders' Equity:
Common stock		$ 11	$ 12

[1] Net of unamortized debt issuance costs expected to be amortized in the next twelve months.

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Mar. 03, 2018	Sep. 02, 2017
Accounts receivable, allowance for doubtful accounts	$ 13,456	$ 13,278
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A treasury stock, at cost, shares	9,191,853	8,972,729
Class A Common Stock [Member]
Common stock, votes per share	1
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	55,050,160	53,513,806
Class B Common Stock [Member]
Common stock, votes per share	10
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	10,623,951	11,850,636
Common stock, shares outstanding	10,623,951	11,850,636

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Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017	Mar. 03, 2018	Mar. 04, 2017
Condensed Consolidated Statements Of Income [Abstract]
Net sales	$ 768,987	$ 703,780	$ 1,537,548	$ 1,390,051
Cost of goods sold	431,764	389,218	865,256	766,754
Gross profit	337,223	314,562	672,292	623,297
Operating expenses	239,120	227,917	474,911	446,052
Income from operations	98,103	86,645	197,381	177,245
Other (expense) income:
Interest expense	(3,550)	(2,950)	(6,787)	(5,884)
Interest income	213	164	376	327
Other (expense) income, net	77	(54)	(331)	(338)
Total other expense	(3,260)	(2,840)	(6,742)	(5,895)
Income before provision for income taxes	94,843	83,805	190,639	171,350
(Benefit) provision for income taxes	(22,709)	30,246	13,502	63,503
Net income	$ 117,552	$ 53,559	$ 177,137	$ 107,847
Net income per common share:
Basic	$ 2.08	$ 0.94	$ 3.14	$ 1.90
Diluted	$ 2.06	$ 0.93	$ 3.12	$ 1.89
Weighted average shares used in computing net income per common share:
Basic	56,439	56,620	56,363	56,500
Diluted	56,892	57,213	56,698	56,910
Cash dividends declared per common share	$ 0.58	$ 0.45	$ 1.06	$ 0.90

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Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017	Mar. 03, 2018	Mar. 04, 2017
Condensed Consolidated Statements Of Comprehensive Income [Abstract]
Net income, as reported	$ 117,552	$ 53,559	$ 177,137	$ 107,847
Foreign currency translation adjustments	27	(701)	(816)	(2,248)
Comprehensive income	$ 117,579	$ 52,858	$ 176,321	$ 105,599

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Condensed Consolidated Statement Of Shareholders' Equity - 6 months ended Mar. 03, 2018 - USD ($) shares in Thousands, $ in Thousands	Restricted Stock Units [Member] Class A Common Stock [Member]	Restricted Stock Units [Member] Additional Paid-In Capital [Member]	Restricted Stock Units [Member]	Class A Common Stock [Member] Common Stock [Member]	Class A Common Stock [Member] Retained Earnings [Member]	Class A Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]	Class B Common Stock [Member] Retained Earnings [Member]	Class B Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Class A Treasury Stock [Member]	Total
Balance, Value at Sep. 02, 2017				$ 54			$ 12			$ 626,995	$ 1,168,812	$ (17,263)	$ (553,470)	$ 1,225,140
Balance, Shares at Sep. 02, 2017						53,514			11,851				8,973
Exchange of Class B common stock for Class A common stock, shares						1,227			(1,227)
Exchange of Class B common stock for Class A common stock, value				1			(1)
Exercise of common stock options, Shares						232
Exercise of common stock options, Value										16,393				16,393
Common stock issued under associate stock purchase plan, Shares													(30)
Common stock issued under associate stock purchase plan, Value										1,251			$ 1,125	2,376
Issuance of restricted common stock, net of cancellations, Shares						(3)
Shares issued upon vesting of restricted stock units, including dividend equivalent units, Value		$ 212	$ 212
Shares issued upon vesting of restricted stock units, including dividend equivalent units, Shares	80
Stock-based compensation										7,589				7,589
Repurchases of common stock, Shares													249
Repurchases of common stock, Value													$ (21,728)	(21,728)
Net income											177,137			177,137
Cash dividends on common stock					$ (47,687)	$ (47,687)		$ (12,186)	$ (12,186)
Dividend equivalent units declared, net of cancellations											(395)			(395)
Foreign currency translation adjustment												(816)		(816)
Balance, Value at Mar. 03, 2018				$ 55			$ 11			$ 652,440	$ 1,285,681	$ (18,079)	$ (574,073)	$ 1,346,035
Balance, Shares at Mar. 03, 2018						55,050			10,624				9,192

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Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017
Cash Flows from Operating Activities:
Net income	$ 177,137	$ 107,847
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	31,307	30,815
Stock-based compensation	7,589	6,925
Loss on disposal of property, plant, and equipment	178	333
Provision for doubtful accounts	3,407	3,415
Deferred income taxes and tax uncertainties	(41,199)
Changes in operating assets and liabilities:
Accounts receivable	(32,461)	(41,680)
Inventories	(33,648)	(21,289)
Prepaid expenses and other current assets	(3,457)	(343)
Other assets	2,330	1,056
Accounts payable and accrued liabilities	7,004	9,577
Total adjustments	(58,950)	(11,191)
Net cash provided by operating activities	118,187	96,656
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment	(17,261)	(25,508)
Cash used in business acquisition	(738)
Net cash used in investing activities	(17,999)	(25,508)
Cash Flows from Financing Activities:
Repurchases of common stock	(21,728)	(3,377)
Payments of cash dividends	(59,873)	(51,010)
Proceeds from sale of Class A common stock in connection with associate stock purchase plan	2,376	2,196
Proceeds from exercise of Class A common stock options	16,393	21,933
Borrowings under Credit Facility	74,000	78,000
Borrowings under Shelf Facility Agreement	50,000
Payments of notes payable and revolving credit note under the Credit Facility	(146,000)	(136,000)
Other, net	71	(36)
Net cash used in financing activities	(84,761)	(88,294)
Effect of foreign exchange rate changes on cash and cash equivalents	98	(142)
Net increase (decrease) in cash and cash equivalents	15,525	(17,288)
Cash and cash equivalents—beginning of period	16,083	52,890
Cash and cash equivalents—end of period	31,608	35,602
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	50,279	58,737
Cash paid for interest	$ 6,553	$ 5,524

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Basis Of Presentation

6 Months Ended

Mar. 03, 2018

Basis Of Presentation [Abstract]

Basis Of Presentation

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements include MSC Industrial Direct Co., Inc. (“MSC”) and all its subsidiaries (hereinafter referred to collectively as the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (including normal recurring adjustments) have been included. Operating results for the thirteen and twenty-six-week periods ended March 3, 2018are not necessarily indicative of the results that may be expected for the fiscal year ending September 1, 2018. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2017.

The Company’s fiscal year ends on the Saturday closest to August 31 of each year. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2018 fiscal year will be a 52-week accounting period that will end on September 1, 2018 and its 2017 fiscal year was a 52-week accounting period that ended onSeptember 2, 2017.

Recently Adopted Accounting Pronouncements

Simplifying the Measurement of Inventory

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which requires an entity to measure inventory at the lower of cost and net realizable value, which consists of the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, the updated guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The guidance is to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company adopted ASU 2015-11 during the first quarter of fiscal 2018 and the adoption did not have any impact on its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

Income Statement - Reporting Comprehensive Income

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). This ASU provides guidance on a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for the effect of the tax rate change resulting from the Tax Cuts and Jobs Act (H.R.1) (the "Tax Reform Act"). The amendments eliminate the stranded tax effects resulting from the Tax Reform Act and will improve the usefulness of information reported to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. This ASU is effective for the Company in the first quarter of fiscal 2020. The Company is currently evaluating this standard which is not expected to have a material impact on its consolidated financial statements.

Goodwill Impairment

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 in the goodwill impairment test that required an entity to calculate the implied fair value of goodwill.  An entity will now apply a one-step quantitative test and record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019.  The new standard is effective for the Company for its fiscal 2021 fourth quarter goodwill impairment test.  Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017.  The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.

Business Combinations

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations – Clarifying the Definition of a Business. ASU 2017-01clarifies the definition of a business to assist entities with evaluating when a set of transferred assets and activities is considered a business. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The new standard is effective for the Company for its fiscal year 2019, with early adoption permitted.  The amendments are to be applied prospectively to business combinations that occur after the effective date.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. ASU 2016-02 requires reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. ASU 2016-02 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018.  The new standard is effective for the Company for its fiscal year 2020. The guidance will be applied on a modified retrospective basis beginning with the earliest period presented. The Company is currently evaluating this standard to determine the impact of adoption on its consolidated financial statements.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company for its fiscal year 2019. Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. To date, the Company has performed a preliminary detailed review of key contracts and compared historical accounting policies and practices to the new standard. While the Company is still evaluating this standard, it is not expected that this standard will have a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate ASU 2014-09 and other amendments and related interpretive guidance through the date of adoption. The Company expects to adopt ASU 2014-09 under the modified retrospective approach in the first quarter of fiscal 2019.

Reclassification

 Certain items have been reclassified from the prior year to conform to the current year presentation.

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Net Income Per Share

6 Months Ended

Mar. 03, 2018

Net Income Per Share [Abstract]

Net Income Per Share

Note 2. Net Income per Share

The Company’s non-vested restricted stock awards contain non-forfeitable rights to dividends and meet the criteria of a participating security as defined by Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share”. Under the two-class method, net income per share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, net income is allocated to both common shares and participating securities based on their respective weighted average shares outstanding for the period. The following table sets forth the computation of basic and diluted net income per common share under the two-class methodfor the thirteen and twenty-six weeks ended March 3, 2018 and March 4, 2017, respectively:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Net income as reported	$	117,552	$	53,559	$	177,137	$	107,847
Less: Distributed net income available to participating securities		(22)		(36)		(59)		(113)
Less: Undistributed net income available to participating securities		(105)		(84)		(197)		(199)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	117,425	$	53,439	$	176,881	$	107,535
Add: Undistributed net income allocated to participating securities		105		84		197		199
Less: Undistributed net income reallocated to participating securities		(104)		(83)		(196)		(197)
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	117,426	$	53,440	$	176,882	$	107,537
Denominator:
Weighted average shares outstanding for basic net income per share		56,439		56,620		56,363		56,500
Effect of dilutive securities		453		593		335		410
Weighted average shares outstanding for diluted net income per share		56,892		57,213		56,698		56,910
Net income per share Two-class method:
Basic	$	2.08	$	0.94	$	3.14	$	1.90
Diluted	$	2.06	$	0.93	$	3.12	$	1.89

There were no antidilutive stock options included in the computation of diluted earnings per share for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017, respectively.

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Stock-Based Compensation

6 Months Ended

Mar. 03, 2018

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 3. Stock-Based Compensation

The Company accounts for all share-based payments in accordance with ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718").Stock‑based compensation expense included in operating expenses for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017 was as follows:

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Stock options	$	1,128	$	1,075	$	2,322	$	2,187
Restricted share awards		670		1,012		1,572		2,334
Restricted stock units		1,821		1,233		3,575		2,275
Associate Stock Purchase Plan		76		67		120		129
Total		3,695		3,387		7,589		6,925
Deferred income tax benefit		(1,083)		(1,288)		(2,224)		(2,632)
Stock-based compensation expense, net	$	2,612	$	2,099	$	5,365	$	4,293

Stock options

The fair value of each option grant is estimated on the date of grant using the Black‑Scholes option pricing model with the following assumptions:

	Twenty-Six Weeks Ended
	March 3,		March 4,
	2018		2017
Expected life (in years)	4.0		4.1
Risk-free interest rate	1.87	%	1.16	%
Expected volatility	22.13	%	20.50	%
Expected dividend yield	2.30	%	2.40	%
Weighted-average grant-date fair value	$12.25		$9.29

A summary of the Company’s stock option activity for the twenty-six-week period ended March 3, 2018 is as follows:

	Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on September 2, 2017	1,743	$	70.88
Granted	436		79.60
Exercised	(232)		70.80
Canceled/Forfeited	(31)		72.68
Outstanding on March 3, 2018	1,916	$	72.85	4.8	$	26,947
Exercisable on March 3, 2018	764	$	73.60	3.6	$	10,167

The unrecognized share‑based compensation cost related to stock option expense at March 3, 2018was $9,912 and will be recognized over a weighted average period of 2.6 years. The total intrinsic value of options exercised, which represents the difference between the exercise price and market value of common stock measured at each individual exercise date, during the twenty-six-week periods ended March 3, 2018 and March 4, 2017was $5,283 and$9,100, respectively.

Restricted share awards

A summary of the non‑vested restricted share award (“RSA”) activity under the Company’s 2005 Omnibus Incentive Plan and 2015 Omnibus Incentive Plan for the twenty-six-week period ended March 3, 2018 is as follows:

	Shares	Weighted-Average  Grant-Date Fair Value
Non-vested restricted share awards at September 2, 2017	160	$	80.49
Granted	—		—
Vested	(88)		79.36
Canceled/Forfeited	(3)		82.27
Non-vested restricted share awards at March 3, 2018	69	$	81.75

The fair value of each RSA is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSA award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSAs will be settled in shares of the Company’s Class A common stock when vested. The unrecognized compensation cost related to RSAs at March 3, 2018was $3,259 and will be recognized over a weighted average period of 1.4 years.

Restricted stock units

A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the twenty-six-week period ended March 3, 2018 is as follows:

	Shares	Weighted-Average  Grant-Date Fair Value
Non-vested restricted stock unit awards at September 2, 2017	313	$	66.66
Granted	166		81.00
Vested	(78)		66.60
Canceled/Forfeited	(13)		71.56
Non-vested restricted stock unit awards at March 3, 2018	388	$	72.65

The fair value of each RSU is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSUs will be settled in shares of the Company’s Class A common stock when vested. These awards accrue dividend equivalents on outstanding units (in the form of additional stock units) based on dividends declared on the Company’s Class A common stock and these dividend equivalents convert to unrestricted common stock on the vesting dates of the underlying RSUs. The dividend equivalents are not included in the RSU table above. The unrecognized compensation cost related to the RSUs at March 3, 2018was $22,955 and is expected to be recognized over a weighted average period of 3.7years.

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Fair Value

6 Months Ended

Mar. 03, 2018

Fair Value [Abstract]

Fair Value

Note 4. Fair Value

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs used to measure fair value into three levels, with Level 1 being of the highest priority. The three levels of inputs used to measure fair value are as follows:

Level 1—	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active  markets.
Level 2—	Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—	Unobservable inputs which are supported by little or no market activity.

In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Company entered into an arrangement during fiscal 2013 with the Columbus-Franklin County Finance Authority (“Finance Authority”) which provides savings on state and local sales taxes imposed on construction materials purchased by entities that finance the transactions through them. Under this arrangement,the Finance Authority issued taxable bonds to finance the structure and site improvements of the Company’s customer fulfillment center. The bonds ($27,025outstanding at bothMarch 3, 2018 and September 2, 2017)  are classified as available for sale securities in accordance with ASC Topic 320. The securities are recorded at fair value in Other Assets in the Condensed Consolidated Balance Sheet. The fair values of these securities are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The Company did not record any gains or losses on these securities during the thirteen and twenty-six-week periods ended March 3, 2018. The outstanding principal amount of each bond bears interest at the rate of2.4% per year. Interest is payable on a semiannual basis in arrears on each interest payment date.

In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s capital lease obligations also approximate fair value. The fair value of the Company’s short-term and long-term debt is estimated based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. The carrying amount of the Company’s debt at March 3, 2018 approximates its fair value.

The Company’s financial instruments, other than those presented in the disclosure above, include cash, receivables, accounts payable, and accrued liabilities. Management believes the carrying amount of the aforementioned financial instruments is a reasonable estimate of fair value as of March 3, 2018 and September 2, 2017 due to the short-term maturity of these items.

During the twenty-six weeks ended March 3, 2018 and March 4, 2017, the Company had noremeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

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Debt And Capital Lease Obligations

6 Months Ended

Mar. 03, 2018

Debt And Capital Lease Obligations [Abstract]

Debt And Capital Lease Obligations

Note 5. Debt and Capital Lease Obligations

Debt at March 3, 2018 and September 2, 2017 consisted of the following:

	March 3,		September 2,
	2018		2017
	(Dollars in thousands)
Revolving Credit Facility	$	260,000	$	332,000
Private Placement Debt:
Senior notes, series A		75,000		75,000
Senior notes, series B		100,000		100,000
Shelf Facility Agreement		50,000		-
Capital lease and financing obligations		28,017		27,829
Subtotal	$	513,017	$	534,829
Less: unamortized debt issuance costs		(1,774)		(1,852)
Total debt	$	511,243	$	532,977
Less: short-term debt(1)		(260,347)		(331,986)
Long-term debt	$	250,896	$	200,991

____________________

(1) Net of unamortized debt issuance costs expected to be amortized in the next twelve months.

Credit Facility

In April 2017, the Company entered into a $600,000 credit facility (the “Credit Facility”). The Credit Facility, which matures on April 14, 2022, provides for a five-year unsecured revolving loan facility in the aggregate amount of $600,000.  

The Credit Facility permits up to $50,000 to be used to fund letters of credit.  The Credit Facility also permits the Company to request one or more incremental term loan facilities and/or increase the revolving loan commitments in an aggregate amount not to exceed $300,000.  Subject to certain limitations, each such incremental term loan facility or revolving commitment increase will be on terms as agreed to by the Company, the Administrative Agent and the lenders providing such financing.

Borrowings under the Credit Facility bear interest, at the Company’s option, either at (i) the LIBOR (London Interbank Offered Rate) rate plus the applicable margin for LIBOR loans ranging from 1.00% to 1.375%, based on the Company’s consolidated leverage ratio; or (ii) the greatest of (a) the Administrative Agent’s prime rate in effect on such day, (b) the federal funds effective rate in effect on such day, plus 0.50%, and (c) the LIBOR rate that would be calculated as of such day in respect of a proposed LIBOR loan with a one-month interest period, plus 1.00%, plus, in the case of each of clauses (a) through (c), an applicable margin ranging from 0.00% to 0.375%, based on the Company’s consolidated leverage ratio. The Company is required to pay a quarterly undrawn fee ranging from 0.10% to 0.20% per annum on the unutilized portion of the Credit Facility, based on the Company’s consolidated leverage ratio.  The Company is also required to pay quarterly letter of credit usage fees ranging between 1.00% to 1.375% (based on the Company’s consolidated leverage ratio) on the amount of the daily average outstanding letters of credit, and a quarterly fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit.  The weighted average applicable borrowing rate for the Company for any borrowings outstanding under the Credit Facility at March 3, 2018 was 2.75% which represents LIBOR plus 1.125%. Based on the interest period the Company selects, interest may be payable every one, two, or three months. Interest is reset at the end of each interest period. The Company currently elects to have loans under the Credit Facility bear interest based on LIBOR with one-month interest periods.

During the twenty-six-week period ended March 3, 2018, the Company borrowed $74,000 and repaid $146,000 under the revolving loan facility.

Private Placement Debt

In July 2016, in connection with the Company’s “modified Dutch auction” tender offer, the Company completed the issuance and sale of the following unsecured senior notes (collectively “Private Placement Debt”):

· $75,000 aggregate principal amount of 2.65% Senior Notes, Series A, due July 28, 2023 (“Senior notes, series A”); and

· $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026 (“Senior notes, series B”).

The Private Placement Debt is due, in full, on the stated maturity dates.  Interest is payable semiannually at the fixed stated interest rates.

Shelf Facility Agreements

In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with Metropolitan Life Insurance Company (“MetLife Note Purchase Agreement”) and PGIM, Inc. (“Prudential Note Purchase Agreement” and together with the Met Life Note Purchase Agreement, the “Shelf Facility Agreements”).

The Met Life Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of senior notes, at either fixed or floating rates. As of March 3, 2018, the Company has not issued any notes under the Met Life Note Purchase Agreement.

The Prudential Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of senior notes, at a fixed rate.In January 2018, the Company completed the issuance and sale of $50,000 aggregate principal amount of 3.04% per annum and payable semiannually Senior Notes due January 12, 2023 under the Prudential Note Purchase Agreement in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The proceeds from the issuance and sale of the Prudential Senior Noteshave beenused to pay a portion of the revolving loans outstanding under the Credit Facility. As of March 3, 2018, the aggregate availability under the Prudential Note Purchase Agreement is $200,000.

Each of the Credit Facility, Private Placement Debt, and Shelf Facility Agreements contain several restrictive covenants including the requirement that the Company maintain a maximum consolidated leverage ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, amortization and stock-based compensation) of no more than 3.00 to 1.00 (or, at the election of the Company after it consummates a material acquisition, a four-quarter temporary increase to 3.50 to1.00), and a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the terms of the Credit Facility, Private Placement Debt and Shelf Facility Agreements.  

At March 3, 2018, the Company was in compliance with the operating and financial covenants of the Credit Facility, Private Placement Debt, and Shelf Facility Agreements.  

Capital Lease and Financing Obligations

In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Finance Authority holds the title to the building and entered into a long-term lease with the Company. The lease has a 20-year term with a prepayment option without penalty between 7 and 20 years. At the end of the lease term, the building’s title is transferred to the Company for a nominal amount when the principal of and interest on the bonds have been fully paid. The lease has been classified as a capital lease in accordance with ASC Topic 840. At March 3, 2018 and September 2, 2017, the capital lease obligation was approximately $27,025.

From time to time, the Company enters into capital leases and financing arrangements with vendors to purchase certain IT equipment or software. The equipment or software acquired from these vendors is paid over a specified period of time based on the terms agreed upon. During the twenty-six-week period ended March 3, 2018, the Company entered into a financing obligation for certain software totaling $721.  The gross amount of property and equipment acquired under this financing obligation and its accumulated amortization at March 3, 2018 was approximately $721 and $301, respectively.

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Shareholders' Equity

6 Months Ended

Mar. 03, 2018

Shareholders' Equity [Abstract]

Shareholders' Equity

Note 6. Shareholders’ Equity

The Company paid cash dividends of  $1.06 per common share totaling $59,873 for the twenty-six weeks ended March 3, 2018. For the twenty-six weeks ended March 4, 2017, the Company paid cash dividends of $0.90 per common share totaling $51,010.  On April 5, 2018, the Board of Directors declared a quarterly cash dividend of $0.58 per share payable on May 1, 2018 to shareholders of record at the close of business on April 17, 2018. The dividend will result in a payout of approximately $32,760, based on the number of shares outstanding at March 26, 2018.

The Board of Directors established the MSC Stock Repurchase Plan (the “Repurchase Plan”) which allows the Company to repurchase shares at any time and in suchamounts as it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the twenty-six-week period ended March 3, 2018, the Company repurchased 249 shares of its Class A common stock for $21,728, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. Of these shares, 53shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program. On January 9, 2018, the Board of Directors authorized the repurchase of an additional 2,000 shares of Class A common stock under the Company’s ongoing Repurchase Plan, increasing the total number of shares of Class A common stock authorized for future repurchase to approximately 2,600 shares at March 3, 2018.

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Product Warranties

6 Months Ended

Mar. 03, 2018

Product Warranties [Abstract]

Product Warranties

Note 7. Product Warranties

The Company generally offers a maximum one-year warranty, including parts and labor, for some of its machinery products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be able to recoup some of these costs through product warranties it holds with its original equipment manufacturers, which typically range from thirty to ninety days. In general, many of the Company’s general merchandise products are covered by third-party original equipment manufacturers’ warranties. The Company’s warranty expense for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017 was minimal.

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Income Taxes

6 Months Ended

Mar. 03, 2018

Income Taxes [Abstract]

Income Taxes

Note 8. Income Taxes

On December 22, 2017, the Tax Reform Act was enacted. The Tax Reform Act made significant changes to U.S. federal income tax laws including permanently lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. As the Company has a fiscal August year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory rate of 25.7% for the fiscal year ending September 1, 2018. The Company’s statutory federal tax rate will be 21.0% for fiscal years 2019 and beyond. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted.

In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows a company to report provisional numbers related to the Tax Reform Act and adjust those amounts during a measurement period not to extend beyond one year. For the thirteen and  twenty-six-week periods ended March 3, 2018, the Company recorded a one-time provisional net tax benefit of $41,199 due to the revaluation of its net deferred tax liabilitiesprimarily related to the lower federal corporate tax rate, partially offset by the lower federal benefit for state taxes and the change from a worldwide tax system to a territorial tax system. In addition, applying the reduced effective tax rate of 29.3%, including state taxes and which excludes discrete items, to our first and second fiscal quarter earnings resulted in a$16,929 reduction to tax expense.

The amounts recorded are provisional and are subject to change due to further interpretations of the Tax Reform Act, legislative action to address questions that arise because of the Tax Reform Act, and/or any updates or changes to estimates the Company has utilized to calculate the impacts, such as return to accrual adjustments and/or changes to current year earnings estimates and the Company’s ongoing analysis of the Tax Reform Act.

During the twenty-six-week period endedMarch 3, 2018, there were no material changes in unrecognized tax benefits. 

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Legal Proceedings

6 Months Ended

Mar. 03, 2018

Legal Proceedings [Abstract]

Legal Proceedings

Note 9. Legal Proceedings

There are various claims, lawsuits, and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

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Net Income Per Share (Tables)

6 Months Ended

Mar. 03, 2018

Net Income Per Share [Abstract]

Basic And Diluted Net Income Per Common Share Under The Two-Class Method

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Net income as reported	$	117,552	$	53,559	$	177,137	$	107,847
Less: Distributed net income available to participating securities		(22)		(36)		(59)		(113)
Less: Undistributed net income available to participating securities		(105)		(84)		(197)		(199)
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	117,425	$	53,439	$	176,881	$	107,535
Add: Undistributed net income allocated to participating securities		105		84		197		199
Less: Undistributed net income reallocated to participating securities		(104)		(83)		(196)		(197)
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	117,426	$	53,440	$	176,882	$	107,537
Denominator:
Weighted average shares outstanding for basic net income per share		56,439		56,620		56,363		56,500
Effect of dilutive securities		453		593		335		410
Weighted average shares outstanding for diluted net income per share		56,892		57,213		56,698		56,910
Net income per share Two-class method:
Basic	$	2.08	$	0.94	$	3.14	$	1.90
Diluted	$	2.06	$	0.93	$	3.12	$	1.89

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Stock-Based Compensation (Tables)

6 Months Ended

Mar. 03, 2018

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule Of Stock-Based Compensation Expense

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	March 3,		March 4,		March 3,		March 4,
	2018		2017		2018		2017
Stock options	$	1,128	$	1,075	$	2,322	$	2,187
Restricted share awards		670		1,012		1,572		2,334
Restricted stock units		1,821		1,233		3,575		2,275
Associate Stock Purchase Plan		76		67		120		129
Total		3,695		3,387		7,589		6,925
Deferred income tax benefit		(1,083)		(1,288)		(2,224)		(2,632)
Stock-based compensation expense, net	$	2,612	$	2,099	$	5,365	$	4,293

Schedule Of Option Grant Fair Value Assumptions

	Twenty-Six Weeks Ended
	March 3,		March 4,
	2018		2017
Expected life (in years)	4.0		4.1
Risk-free interest rate	1.87	%	1.16	%
Expected volatility	22.13	%	20.50	%
Expected dividend yield	2.30	%	2.40	%
Weighted-average grant-date fair value	$12.25		$9.29

Summary Of Stock Option Activity

	Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on September 2, 2017	1,743	$	70.88
Granted	436		79.60
Exercised	(232)		70.80
Canceled/Forfeited	(31)		72.68
Outstanding on March 3, 2018	1,916	$	72.85	4.8	$	26,947
Exercisable on March 3, 2018	764	$	73.60	3.6	$	10,167

Restricted Share Awards [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Non-Vested Restricted Share Award Activity

	Shares	Weighted-Average  Grant-Date Fair Value
Non-vested restricted share awards at September 2, 2017	160	$	80.49
Granted	—		—
Vested	(88)		79.36
Canceled/Forfeited	(3)		82.27
Non-vested restricted share awards at March 3, 2018	69	$	81.75

Restricted Stock Units [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Non-Vested Restricted Stock Unit Award Activity

	Shares	Weighted-Average  Grant-Date Fair Value
Non-vested restricted stock unit awards at September 2, 2017	313	$	66.66
Granted	166		81.00
Vested	(78)		66.60
Canceled/Forfeited	(13)		71.56
Non-vested restricted stock unit awards at March 3, 2018	388	$	72.65

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Debt And Capital Lease Obligations (Tables)

6 Months Ended

Mar. 03, 2018

Debt And Capital Lease Obligations [Abstract]

Schedule Of Debt

	March 3,		September 2,
	2018		2017
	(Dollars in thousands)
Revolving Credit Facility	$	260,000	$	332,000
Private Placement Debt:
Senior notes, series A		75,000		75,000
Senior notes, series B		100,000		100,000
Shelf Facility Agreement		50,000		-
Capital lease and financing obligations		28,017		27,829
Subtotal	$	513,017	$	534,829
Less: unamortized debt issuance costs		(1,774)		(1,852)
Total debt	$	511,243	$	532,977
Less: short-term debt(1)		(260,347)		(331,986)
Long-term debt	$	250,896	$	200,991

____________________

(1) Net of unamortized debt issuance costs expected to be amortized in the next twelve months.

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Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017	Mar. 03, 2018	Mar. 04, 2017
Net Income Per Share [Abstract]
Net income as reported	$ 117,552	$ 53,559	$ 177,137	$ 107,847
Less: Distributed net income available to participating securities	(22)	(36)	(59)	(113)
Less: Undistributed net income available to participating securities	(105)	(84)	(197)	(199)
Undistributed and distributed net income available to common shareholders	117,425	53,439	176,881	107,535
Add: Undistributed net income allocated to participating securities	105	84	197	199
Less: Undistributed net income reallocated to participating securities	(104)	(83)	(196)	(197)
Undistributed and distributed net income available to common shareholders	$ 117,426	$ 53,440	$ 176,882	$ 107,537
Weighted average shares outstanding for basic net income per share	56,439,000	56,620,000	56,363,000	56,500,000
Effect of dilutive securities	453,000	593,000	335,000	410,000
Weighted average shares outstanding for diluted net income per share	56,892,000	57,213,000	56,698,000	56,910,000
Basic	$ 2.08	$ 0.94	$ 3.14	$ 1.90
Diluted	$ 2.06	$ 0.93	$ 3.12	$ 1.89
Antidilutive stock options			0	0

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Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation cost	$ 9,912
Unrecognized share-based compensation weighted average period	2 years 7 months 6 days
Total intrinsic value of options exercised	$ 5,283	$ 9,100
Restricted Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation cost	$ 3,259
Unrecognized share-based compensation weighted average period	1 year 4 months 24 days
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized share-based compensation cost	$ 22,955
Unrecognized share-based compensation weighted average period	3 years 8 months 12 days

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Stock-Based Compensation (Schedule Of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017	Mar. 03, 2018	Mar. 04, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 3,695	$ 3,387	$ 7,589	$ 6,925
Deferred income tax benefit	(1,083)	(1,288)	(2,224)	(2,632)
Stock-based compensation expense, net	2,612	2,099	5,365	4,293
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	1,128	1,075	2,322	2,187
Restricted Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	670	1,012	1,572	2,334
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	1,821	1,233	3,575	2,275
Associate Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 76	$ 67	$ 120	$ 129

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Stock-Based Compensation (Schedule Of Option Grant Fair Value Assumptions) (Details) - $ / shares	6 Months Ended
	Mar. 03, 2018	Mar. 04, 2017
Stock-Based Compensation [Abstract]
Expected life (in years)	4 years	4 years 1 month 6 days
Risk-free interest rate	1.87%	1.16%
Expected volatility	22.13%	20.50%
Expected dividend yield	2.30%	2.40%
Weighted-average grant-date fair value	$ 12.25	$ 9.29

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Stock-Based Compensation (Summary Of Stock Option Activity) (Details) - Stock Options [Member] $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Mar. 03, 2018 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Beginning Balance, Options | shares	1,743
Granted, Options | shares	436
Exercised, Options | shares	(232)
Canceled/Forfeited, Options | shares	(31)
Outstanding, Ending Balance, Options | shares	1,916
Exercisable, Ending Balance, Options | shares	764
Outstanding, Beginning Balance, Weighted-Average Exercise Price per Share | $ / shares	$ 70.88
Granted, Weighted-Average Exercise Price per Share | $ / shares	79.60
Exercised, Weighted-Average Exercise Price per Share | $ / shares	70.80
Canceled/Forfeited, Weighted-Average Exercise Price per Share | $ / shares	72.68
Outstanding, Ending Balance, Weighted-Average Exercise Price per Share | $ / shares	72.85
Exercisable, Ending Balance, Weighted-Average Exercise Price per Share | $ / shares	$ 73.60
Outstanding, Ending Balance, Weighted-Average Remaining Contractual Term (in years)	4 years 9 months 18 days
Exercisable, Ending Balance, Weighted-Average Remaining Contractual Term (in years)	3 years 7 months 6 days
Outstanding, Ending Balance, Aggregate Intrinsic Value | $	$ 26,947
Exercisable, Ending Balance, Aggregate Intrinsic Value | $	$ 10,167

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Stock-Based Compensation (Summary Of Non-Vested Restricted Share Award Activity) (Details) shares in Thousands	6 Months Ended
	Mar. 03, 2018 $ / shares shares
Restricted Share Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested restricted share awards, Beginning balance, Shares | shares	160
Vested, Shares | shares	(88)
Canceled/Forfeited, Shares | shares	(3)
Non-vested restricted share awards, Ending balance, Shares | shares	69
Non-vested restricted share awards, Beginning balance, Weighted-Average Grant-Date Fair Value | $ / shares	$ 80.49
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	79.36
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	82.27
Non-vested restricted share awards, Ending balance, Weighted-Average Grant-Date Fair Value | $ / shares	$ 81.75
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested restricted share awards, Beginning balance, Shares | shares	313
Granted, Shares | shares	166
Vested, Shares | shares	(78)
Canceled/Forfeited, Shares | shares	(13)
Non-vested restricted share awards, Ending balance, Shares | shares	388
Non-vested restricted share awards, Beginning balance, Weighted-Average Grant-Date Fair Value | $ / shares	$ 66.66
Granted, Weighted-Average Grant-Date Fair Value | $ / shares	81.00
Vested, Weighted-Average Grant-Date Fair Value | $ / shares	66.60
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares	71.56
Non-vested restricted share awards, Ending balance, Weighted-Average Grant-Date Fair Value | $ / shares	$ 72.65

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Fair Value (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 03, 2018	Sep. 02, 2017	Mar. 04, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Taxable bonds	$ 27,025	$ 27,025
Gains and losses on securities	0
Fair value of non-financial assets on non-recurring basis	0		$ 0
Fair value of non-financial liabilities on non-recurring basis	$ 0		$ 0
Corporate Bond Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate on bonds	2.40%

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Debt And Capital Lease Obligations (Credit Facility) (Narrative) (Details)	6 Months Ended
	Mar. 03, 2018 USD ($)	Mar. 04, 2017 USD ($)
Debt Instrument [Line Items]
Maximum consolidated leverage ratio of total indebtedness to EBITDA	3.00
Minimum consolidated interest coverage ratio of EBITDA to total interest expense	3.00
Borrowings under Credit Facility	$ 74,000,000	$ 78,000,000
Repayments of debt	146,000,000	$ 136,000,000
New Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 600,000,000
Maturity date	Apr. 14, 2022
Credit facility, expiration term	5 years
Available increase in amount borrowed	$ 300,000,000
Borrowing rate under Credit Facility	2.75%
Repayments of debt	$ 146,000,000
Existing Credit Facility [Member]
Debt Instrument [Line Items]
Borrowings under Credit Facility	74,000,000
Letter of Credit [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity	$ 50,000,000
Quarterly fronting fee	0.125%
LIBOR [Member] | New Credit Facility [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	1.125%
Federal Funds Effective Rate [Member] | New Credit Facility [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	0.50%
Minimum [Member]
Debt Instrument [Line Items]
Quarterly undrawn fee	0.10%
Minimum [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Usage fee, percent	1.00%
Minimum [Member] | LIBOR [Member] | New Credit Facility [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	1.00%
Minimum [Member] | Leverage Ratio Margin [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	0.00%
Maximum [Member]
Debt Instrument [Line Items]
Quarterly undrawn fee	0.20%
Maximum [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Usage fee, percent	1.375%
Maximum [Member] | LIBOR [Member] | New Credit Facility [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	1.375%
Maximum [Member] | Leverage Ratio Margin [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	0.375%

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Debt And Capital Lease Obligations (Private Placement Debt) (Narrative) (Details) - Private Placement Debt [Member] - USD ($)	6 Months Ended
	Mar. 03, 2018	Sep. 02, 2017
Senior Notes Series A [Member]
Debt Instrument [Line Items]
Principal amount	$ 75,000,000	$ 75,000,000
Interest rate	2.65%	2.65%
Maturity date	Jul. 28, 2023
Senior Notes Series B [Member]
Debt Instrument [Line Items]
Principal amount	$ 100,000,000	$ 100,000,000
Interest rate	2.90%	2.90%
Maturity date	Jul. 28, 2026

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Debt And Capital Lease Obligations (Shelf Facility Agreements) (Narrative) (Details)	6 Months Ended
	Mar. 03, 2018 USD ($)
Line of Credit Facility [Line Items]
Maximum consolidated leverage ratio of total indebtedness to EBITDA	3.00
Maximum consolidated leverage ratio of total indebtedness to EBITDA after material acquisition	3.50
Minimum consolidated interest coverage ratio of EBITDA to total interest expense	3.00
Met Life Note Purchase Agreement [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity	$ 250,000,000
Shelf Facility Agreement [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity	250,000,000
Remaining borrowing capacity	200,000,000
Senior Notes [Member] | Shelf Facility Agreement [Member]
Line of Credit Facility [Line Items]
Principal amount	$ 50,000,000
Interest rate	3.04%

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Debt And Capital Lease Obligations (Capital Lease Obligations) (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 03, 2018	Sep. 02, 2017
Capital Leased Assets [Line Items]
Amount due under capital leases and financing agreements	$ 28,017	$ 27,829
Borrowings under financing obligations	721
Property and equipment acquired under capital leases and financing agreements	721
Property and equipment acquired under capital leases and financing agreements, accumulated amortization	$ 301
Fulfillment Center [Member]
Capital Leased Assets [Line Items]
Capital lease term	20 years
Amount due under capital leases and financing agreements	$ 27,025	$ 27,025
Minimum [Member] | Fulfillment Center [Member]
Capital Leased Assets [Line Items]
Capital lease, prepayment term with no penalty	7 years
Maximum [Member] | Fulfillment Center [Member]
Capital Leased Assets [Line Items]
Capital lease, prepayment term with no penalty	20 years

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Debt and Capital Lease Obligations (Schedule Of Debt) (Details) - USD ($)		Mar. 03, 2018	Sep. 02, 2017
Debt Instrument [Line Items]
Capital lease and financing obligations		$ 28,017,000	$ 27,829,000
Subtotal		513,017,000	534,829,000
Less: unamortized debt issuance costs		(1,774,000)	(1,852,000)
Total debt		511,243,000	532,977,000
Less: short-term debt	[1]	(260,347,000)	(331,986,000)
Long-term debt		250,896,000	200,991,000
New Credit Facility [Member]
Debt Instrument [Line Items]
Credit Facility		260,000,000	332,000,000
Senior Notes Series A [Member] | Private Placement Debt [Member]
Debt Instrument [Line Items]
Private placement debt		75,000,000	75,000,000
Senior Notes Series B [Member] | Private Placement Debt [Member]
Debt Instrument [Line Items]
Private placement debt		100,000,000	$ 100,000,000
Shelf Facility Agreement [Member]
Debt Instrument [Line Items]
Shelf Facility		$ 50,000,000

[1] Net of unamortized debt issuance costs expected to be amortized in the next twelve months.

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Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	Apr. 05, 2018	Mar. 26, 2018	Mar. 03, 2018	Mar. 04, 2017	Jan. 09, 2018	Sep. 02, 2017
Components Of Shareholders Equity [Line Items]
Regular dividends cash paid			$ 59,873	$ 51,010
Purchase of treasury stock			$ 21,728
Shares repurchased by the company for associates' tax withholding liability associated with share-based compensation			53,000
Preferred stock, shares authorized			5,000,000			5,000,000
Preferred stock, shares issued			0			0
Preferred stock, shares outstanding			0			0
Subsequent Event [Member]
Components Of Shareholders Equity [Line Items]
Dividends declared date	Apr. 05, 2018
Dividends payable per share	$ 0.58
Dividend payable date	May 01, 2018
Dividends record date	Apr. 17, 2018
Dividend payable amount		$ 32,760
Regular Dividends [Member]
Components Of Shareholders Equity [Line Items]
Cash dividends paid per common share			$ 1.06	$ 0.90
Regular dividends cash paid			$ 59,873	$ 51,010
Class A Common Stock [Member]
Components Of Shareholders Equity [Line Items]
Maximum number of shares that can be repurchased			2,600,000
Class A Treasury Stock [Member]
Components Of Shareholders Equity [Line Items]
Common stock shares repurchased			249,000
Purchase of treasury stock			$ 21,728
Number of shares authorized for repurchase					2,000,000

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Product Warranties (Details)	6 Months Ended
	Mar. 03, 2018
Minimum [Member]
Product warranties with original equipment manufacturers	30 days
Maximum [Member]
Warranty period	1 year
Product warranties with original equipment manufacturers	90 days

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Income Taxes (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Mar. 03, 2018	Dec. 31, 2018	Sep. 01, 2018	Dec. 31, 2017
U.S. Federal statutory rate	29.30%			35.00%
Tax benefit from remeasurement of deferred tax items	$ 41,199
Reduction to tax expense from change in tax rate	16,929
Changes in unrecognized tax benefits	$ 0
Scenario, Plan [Member]
U.S. Federal statutory rate		21.00%	25.70%