8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2003

MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation)	1-14130 (Commission File Number)	11-3289165 (IRS Employer Identification No.)
75 Maxess Road Melville, NY (Address of Principal Executive Offices)		11747 (Zip Code)

        Registrant's telephone number, including area code: (516) 812-2000

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

Exhibits:
99.1	MSC Industrial Direct Co., Inc. Press Release, dated November 4, 2003.

ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

        On November 4, 2003, the Registrant issued a press release announcing results of operations for its fourth fiscal quarter ended August 30, 2003 and its fiscal year ended August 30, 2003. The entire text of the press release is attached as Exhibit 99.1.

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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 hereunto duly authorized.

	MSC INDUSTRIAL DIRECT CO., INC.
	By:	/s/  SHELLEY BOXER Name: Shelley Boxer Title: Vice President, Finance
Date: November 5, 2003

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EX-99.1

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Exhibit 99.1

Contact:
Shelley Boxer, V.P. Finance
MSC Industrial Direct Co., Inc.
(516) 812-1216

Investor Relations: Eric Boyriven/Lindsay Hatton
Press: Scot Hoffman
Financial Dynamics
(212) 850-5600

FOR IMMEDIATE RELEASE

MSC INDUSTRIAL DIRECT CO., INC. REPORTS
FISCAL 2003 FOURTH QUARTER RESULTS
—Net Income Increases 52.9% on Revenue Increase of 3.5%—
—Operating Income Increases 41% as Operating Margins Rise to 10.3%—

Melville, NY, November 4, 2003—MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM), "MSC," one of the premier distributors of MRO supplies to industrial customers throughout the United States, today reported financial results for its fourth fiscal quarter ended August 30, 2003.

For the fourth quarter of 2003, net sales increased 3.5% to $208.8 million from $201.7 million in the fourth quarter of 2002. Net income for the fourth quarter of 2003 increased 52.9% to $13.7 million, compared with net income of $9.0 million in the fourth quarter of last year. Diluted earnings per share rose 53.8% in the 2003 fourth quarter to $0.20 per diluted share, from $0.13 per diluted share in the year ago period.

The Company's 2003 fourth quarter results include a reduction in accruals of approximately $1.6 million, or $0.01 per diluted share, for medical and worker's compensation expenses due to better-than-previously anticipated experience in these areas. Included in the Company's 2002 fourth quarter results is a $700,000 write-off of the remainder of the Company's investment in online MRO businesses, as previously announced.

During the fiscal 2003 fourth quarter, MSC generated $25.8 million in free cash flow, exceeding internal expectations and further enhancing the Company's financial strength. Total free cash flow for the fiscal 2003 full-year period was $74.0 million. As of August 30, 2003 the Company's cash balance was $114.3 million (See Note 1), and long-term debt was $1.1 million.

"The fourth quarter of fiscal 2003 reflects the continuation of the strong performance we've seen throughout the fiscal year," said Mitchell Jacobson, Chairman & Chief Executive Officer. "On a revenue increase of 3.5%, we were able to increase gross margins by 100 basis points versus the fourth quarter of last year and convert a substantial portion of incremental revenues into operating income, resulting in operating margins of 10.3% for the fiscal 2003 fourth quarter and bottom-line growth of more than 50%. The key to these solid financial results has been the flawless execution of our business strategy. We have been able to leverage our market position and commitment to outstanding customer service to gain market share while also maintaining a constant focus on cost controls. These efforts, combined with our diversification strategy, allowed us to increase revenues and take advantage of the operating leverage inherent in our company."

For the fiscal 2003 full-year period, net sales totaled $844.7 million, an increase of 6.4% over fiscal 2002 net sales of $794.0 million. The Company reported net income for the 2003 full-year period of $52.1 million, an increase of 43.1% over net income of $36.4 million for the 2002 full-year period. For fiscal 2003, diluted earnings per share were $0.77 per diluted share, an increase of 51% over $0.51 per diluted share in the same period last year.

Mr. Jacobson continued, "Over the past few years, MSC has pursued a strategy of end market diversification designed to reduce cyclicality and risk. Throughout fiscal 2003, we have seen the benefits of this strategy. In the fourth quarter, sales to non-industrial customers increased 17%, offsetting relatively flat sales within our industrial customer base. Sales to non-industrial customers represent approximately 28% of total sales, and is an area that will continue to be a growth priority for MSC going forward."

Mr. Jacobson concluded, "As we enter fiscal 2004, we remain confident about the future. While there are a few recent data points that would indicate a recovery of the industrial marketplace, there has been little real improvement in this sector, and employment and inventory levels continue to reflect soft market conditions at this time. However, through continued expansion into the non-industrial sector and an unwavering focus on customer service, cost control and financial discipline, we will continue to gain share, drive revenue growth and take advantage of the leverage that exists in our infrastructure. While we cannot control the economy, we can and will control the direction of the Company, as the value of our investments over the past few years begin to be realized. Therefore, for the first quarter of fiscal 2004, we currently expect revenues of between $218 million and $222 million and diluted earnings per share of between $0.21 and $0.23."

The management of MSC will host a conference call today at 11:00 a.m. Eastern Time to review the third quarter of fiscal 2003 results and to comment on current operations. The call may be accessed via the Internet at: http://www.mscdirect.com

Note 1—Free cash flow is defined as net cash provided by operating activities less expenditures for property, plant and equipment. Net cash flow provided by operating activities was $28.9 million and expenditures for property, plant and equipment were $3.1 million. Management considers free cash flow to be an important indicator of the Company's financial strength and the ability to generate liquidity because it reflects cash generated from operations that can be used for strategic initiatives, dividends, and repurchases of the Company's stock.

MSC Industrial Direct (NYSE: MSM) is one of the premier distributors of MRO supplies to industrial customers throughout the United States. MSC distributes more than 500,000 industrial products from more than 2,600 suppliers to more than 340,000 customers. In-stock availability is approximately 99% and standard ground delivery is next day to 80% of the industrial United States. MSC reaches its customers through a combination of more than 33 million direct-mail catalogs and CD-ROMs, 90 branch sales offices, 430 sales people, the Internet and associations with some of the world's most prominent B2B e-commerce portals. For more information, visit the Company's Web site at http://www.mscdirect.com.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Statements in this Press Release may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein which are not statements of historical facts and that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future shall be deemed to be forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events, actual results and performance, financial and otherwise, could differ materially from those set forth in or contemplated by the forward-looking statements herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly any revisions to these forward looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by MSC or any other person that the events or circumstances described in such statement are material.

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Factors that could cause actual results to differ materially from those in forward-looking statements include, without limitation, changing market conditions, competitive and regulatory matters, general economic conditions in the markets in which the Company operates, risk of cancellation or rescheduling of orders, work stoppages at transportation centers or shipping ports, the risk of war, terrorism and similar hostilities, availability of suitable acquisition opportunities, and various other risk factors listed from time to time in the Company's SEC reports.

(Tables Follow)

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MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Balance Sheets
(In thousands)

			August 30, 2003			August 31, 2002
ASSETS
Current Assets:
	Cash and cash equivalents		$	114,294		$	59,978
	Accounts receivable, net of allowance for doubtful accounts			93,598			94,322
	Inventories			201,602			205,563
	Prepaid expenses and other current assets			12,039			6,690
	Deferred income taxes			11,051			4,339
		Total current assets		432,584			370,892
Property, Plant and Equipment, net				106,935			112,721
Other Assets:
	Goodwill			63,202			63,202
	Other			16,249			16,133
				79,451			79,335
		Total Assets	$	618,970		$	562,948
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
	Accounts payable		$	30,069		$	31,561
	Accrued liabilities			48,406			39,858
	Current portion of long-term notes payable			169			213
		Total current liabilities		78,644			71,632
Long-term notes payable				1,132			1,308
Deferred income tax liabilities				28,839			15,329
		Total liabilities		108,615			88,269
Shareholders' Equity:
	Class A common stock			39			38
	Class B common stock			32			32
	Additional paid-in capital			261,849			253,564
	Retained earnings			331,568			283,348
	Treasury stock, at cost			(83,133	)		(62,303	)
		Total shareholders' equity		510,355			474,679
Total Liabilities and Shareholders' Equity			$	618,970		$	562,948

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MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)

			Fourth Quarter Ended						Fiscal Year Ended
			August 30, 2003			August 31, 2002			August 30, 2003		August 31, 2002
Net sales			$	208,767		$	201,741		$	844,663	$	793,976
Cost of goods sold				115,410			113,670			464,965		447,816
	Gross profit			93,357			88,071			379,698		346,160
Operating expenses				71,754			72,745			296,760		286,185
	Income from operations			21,603			15,326			82,938		59,975
Other Income/(Expense):
	Interest income, net			614			310			1,387		996
	Provision for impairment in carrying value of investments			—			(700	)		—		(700	)
	Other (expense) income, net			(26	)		(140	)		88		(83	)
				588			(530	)		1,475		213
		Income before provision for income taxes		22,191			14,796			84,413		60,188
Provision for income taxes				8,500			5,844			32,321		23,773
		Net income	$	13,691		$	8,952		$	52,092	$	36,415
Per Share Information:
Net income per common share:
	Basic		$	0.21		$	0.13		$	0.78	$	0.53
	Diluted		$	0.20		$	0.13		$	0.77	$	0.51
Weighted average shares used in computing net income per common share
	Basic			66,451			68,562			66,537		68,918
	Diluted			68,310			69,788			67,912		70,783

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MSC INDUSTRIAL DIRECT CO., INC.
Consolidated Statements of Cash Flows
(In thousands)

				For The Fiscal Years Ended
				August 30, 2003			August 31, 2002
Cash Flows from Operating Activities:
Net income				$	52,092		$	36,415
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization expense				15,360			15,989
	Provision for impairment in carrying value of investments				—			700
	Impairment loss on the write-down of goodwill				—			152
	Loss on disposal of property, plant and equipment				49			287
	Provision for doubtful accounts				1,579			1,317
	Stock option income tax benefit				3,101			1,421
	Deferred income taxes				6,798			(406	)
Changes in operating assets and liabilities:
		Accounts receivable			(855	)		(376	)
		Inventories			3,961			27,568
		Prepaid expenses and other current assets			(5,349	)		(1,662	)
		Other assets			(116	)		1,420
		Accounts payable and accrued liabilities			7,056			2,045
	Total adjustments				31,584			48,455
			Net cash provided by operating activities		83,676			84,870
Cash Flows from Investing Activities:
	Purchases of property, plant and equipment				(9,623	)		(7,848	)
			Net cash used in investing activities		(9,623	)		(7,848	)
Cash Flows from Financing Activities:
	Purchases of treasury stock				(22,598	)		(44,146	)
	Payment of cash dividend				(3,315	)		—
	Proceeds from associate stock purchase plan				1,211			1,088
	Proceeds from exercise of common stock options				5,185			13,758
	Repayments of notes payable				(220	)		(210	)
			Net cash used in financing activities		(19,737	)		(29,510	)
Net increase in cash and cash equivalents					54,316			47,512
Cash and cash equivalents—beginning of period					59,978			12,466
Cash and cash equivalents—end of period				$	114,294		$	59,978
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest				$	45		$	61
Cash paid for income taxes				$	22,516		$	18,053

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MSC INDUSTRIAL DIRECT CO., INC. Condensed Consolidated Balance Sheets (In thousands)
MSC INDUSTRIAL DIRECT CO., INC. Condensed Consolidated Statements of Income (In thousands, except per share data)
MSC INDUSTRIAL DIRECT CO., INC. Consolidated Statements of Cash Flows (In thousands)