8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 10, 2013

MSC Industrial Direct Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-14130	11-3289165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75 Maxess Road, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 10, 2013, MSC Industrial Direct Co., Inc. (the “Company”) issued a press release announcing financial results for its fiscal third quarter ended June 1, 2013. A copy of the press release is furnished with this report as Exhibit 99.1.

On July 10, 2013, the Company will host a conference call to discuss its financial results for its fiscal third quarter ended June 1, 2013. A copy of the presentation to be used during the conference call is furnished with this report as Exhibit 99.2.

The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)	Exhibits:
	99.1	Press Release, dated July 10, 2013, issued by MSC Industrial Direct Co., Inc.
	99.2	Earnings Presentation of MSC Industrial Direct Co., Inc., dated July 10, 2013

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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.
Date: July 10, 2013	By:	/s/ Jeffrey Kaczka
	Name:	Jeffrey Kaczka
	Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index
Exhibit No.	Description
99.1	Press Release, dated July 10, 2013, issued by MSC Industrial Direct Co., Inc.
99.2	Earnings Presentation of MSC Industrial Direct Co., Inc., dated July 10, 2013

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EX-99.1

Exhibit 99.1

	MSC Industrial Direct Co., Inc. 75 Maxess Road Melville, New York 11747-3151 Tel. 800.645.7270 Fax. 800.255.5067 www.mscdirect.com
	news

Investor Contact:

John G. Chironna

VP Investor Relations & Treasurer

MSC Industrial Direct Co., Inc.

(516) 812-1216

Media Contact:

Rachel Rosenblatt

FTI Consulting – Strategic Communications

(212) 850-5600

FOR RELEASE

MSC INDUSTRIAL DIRECT CO., INC. REPORTS

FISCAL 2013 THIRD QUARTER RESULTS

- Net Sales of $636.9 Million in Fiscal 2013 Third Quarter -

- Adjusted Diluted Earnings per Share of $1.05, GAAP Diluted Earnings per Share of $0.98 in Fiscal 2013 Third Quarter -

Melville, NY, July 10, 2013 - MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM), “MSC” or the “Company,” a premier distributor of Metalworking and Maintenance, Repair and Operations (“MRO”) supplies to industrial customers throughout the United States and Canada, today reported financial results for its fiscal third quarter ended June 1, 2013.

Net sales for the third quarter of fiscal 2013 were $636.9 million, an increase of 4.1% (5.7% on an average daily sales basis) over net sales of $612.0 million in the third quarter of fiscal 2012. The recently acquired Barnes Distribution North America (“BDNA”) business contributed approximately $34.7 million to net sales, reflecting its contribution to net sales from the acquisition date of April 22, 2013, to the end of the fiscal third quarter. Excluding non-recurring costs of $6.4 million associated with the BDNA acquisition and the co-location of the Company’s headquarters, adjusted operating income for the fiscal 2013 third quarter was $106.6 million, or 16.7% of net sales, compared to GAAP operating income of $110.9 million, or 18.1% of net sales in the same quarter a year ago. GAAP operating income for the fiscal 2013 third quarter was $100.2 million.

Excluding the after tax effects of non-recurring costs, adjusted net income for the third quarter of fiscal 2013 was $66.7 million, or $1.05 per diluted share (based on 63.1 million diluted shares outstanding), compared to GAAP net income of $70.2 million, or $1.10 per diluted share, a year ago (based on 63.1 million diluted shares outstanding). The BDNA operations contributed approximately $0.02 to the fiscal third quarter EPS and GAAP net income for the third quarter of fiscal 2013 was $62.4 million, or $0.98 per diluted share.

Erik Gershwind, President and Chief Executive Officer, stated, “We continue to fuel share gains in our targeted markets despite a sluggish manufacturing sector, particularly in metalworking-related end markets.  The organic growth investments we have made in E-commerce, vending and other areas are offsetting a weak demand environment.”

Jeff Kaczka, Executive Vice President and Chief Financial Officer, commented, "Our cost reduction and tight working capital management enabled us to exceed our third quarter EPS guidance against the backdrop of a soft demand environment. For the fourth quarter, our adjusted EPS at the midpoint of guidance is 89 cents, which is down from $1.09 last year, reflecting primarily the extra week in FY12 and the lack of the mid-year price increase. After those adjustments, the fourth quarter will be very similar to the past couple of quarters.”

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 2 -

Mr. Gershwind concluded, “I remain confident about our future prospects for revenue and earnings growth, as we execute on our strategic investments and gain traction with the new, high margin growth platform in BDNA.  We are excited about our early returns on BDNA and are beginning to execute our integration plans including distribution network and headquarter consolidations with MSC.  We are on track to achieving our long-term growth goal of $4 billion in revenue by FY2016.”

Outlook

Based on a continuation of current market conditions, for the fiscal 2013 fourth quarter the Company expects net sales including BDNA to be between $661 million and $673 million. At the midpoint, average daily sales exclusive of BDNA are expected to be flat. Excluding non-recurring costs related to the co-location of the Company’s headquarters and non-recurring transaction and integration costs associated with BDNA, the Company expects adjusted diluted earnings per share for the fourth quarter of fiscal 2013 to be between $0.87 and $0.91.

The Company expects the non-recurring costs related to the co-location of the Company’s headquarters to have a $0.03 impact and the integration costs related to the BDNA acquisition to have approximately a $0.03 impact on its GAAP diluted earnings per share in the fiscal fourth quarter.

The management of MSC will host a conference call today, at 11:00 a.m. Eastern Time, to review the Company’s results for the fiscal 2013 third quarter. The call and accompanying slides may be accessed via the Internet on MSC’s website located at: http://investor.mscdirect.com. A replay of the conference call will be available on the Company’s website until Friday, August 9, 2013.

Alternatively, the conference call can be accessed by dialing 1-877-270-2148 (U.S.) or 1-412-902-6510 (international). A replay will be available within one hour of the conclusion of the call and will remain available until Friday, August 9, 2013. The replay is accessible by dialing 1-877-344-7529 (U.S.) or 1-412-317-0088 (international) and entering passcode 10030820.

The Company’s next reporting date for its fiscal 2013 fourth quarter will be October 30, 2013.

An explanation and reconciliation of the non-GAAP financial measures contained in this press release to the most directly comparable GAAP financial measures are included in the attached tables.

About MSC Industrial Direct Co., Inc.

MSC Industrial Direct Co., Inc. is one of the largest distributors of Metalworking and Maintenance, Repair and Operations ("MRO") supplies to industrial customers throughout the United States and Canada. MSC employs one of the industry's largest sales forces and distributes approximately 600,000 industrial products from approximately 3,000 suppliers. In-stock availability is approximately 99%, with next day standard delivery to the contiguous United States on qualifying orders up until 8 p.m. Eastern Time. For more information, visit MSC's website at http://www.mscdirect.com.

Note Regarding Forward-Looking Statements: Statements in this Press Release may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including statements about expected future results, are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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. Factors that could cause actual results to differ materially from those in forward-looking statements include: problems with successfully integrating acquired operations, unanticipated delays or costs associated with opening or expanding our customer fulfillment centers or customer service centers, current economic, political and social conditions, changing customer and product mixes, financial restrictions on outstanding borrowings, industry consolidation, the loss of key suppliers or supply chain disruptions, competition, general economic conditions in the markets in which we operate, volatility in commodity and energy prices, credit risk of our customers, risk of cancellation or rescheduling of orders, work stoppages or other business interruptions (including those due to extreme weather conditions) at transportation centers or shipping ports, the risk of war, terrorism and similar hostilities, dependence on our information systems and on key personnel, and the outcome of potential government or regulatory proceedings or future litigation relating to pending or future claims, inquiries or audits. Additional information concerning these and other risks is described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the reports on Forms 10-K and 10-Q that we file with the U.S. Securities and Exchange Commission. We assume no obligation to update any of these forward-looking statements.

(Tables Follow)

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 3 -

MSC INDUSTRIAL DIRECT CO., INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands)

	June 1, 2013			September 1, 2012
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	58,017		$	168,453
Accounts receivable, net of allowance for doubtful accounts		337,779			297,215
Inventories		414,268			393,412
Prepaid expenses and other current assets		43,584			29,313
Deferred income taxes		31,718			31,718
Total current assets		885,366			920,111
Property, plant and equipment, net		234,643			174,597
Goodwill		632,801			289,124
Identifiable intangibles, net		159,807			51,212
Other assets		6,875			9,832
Total assets	$	1,919,492		$	1,444,876
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Revolving credit note	$	40,000		$	--
Current maturities of long-term debt		10,527			1,007
Accounts payable		106,082			96,640
Accrued liabilities		88,240			72,868
Total current liabilities		244,849			170,515
Long-term debt, net of current maturities		242,353			2,189
Deferred income taxes and tax uncertainties		85,180			85,061
Total liabilities		572,382			257,765
Commitments and Contingencies
Shareholders’ Equity:
Preferred Stock		--			--
Class A common stock		55			53
Class B common stock		14			16
Additional paid-in capital		522,327			483,682
Retained earnings		1,095,568			970,965
Accumulated other comprehensive loss		(3,608	)		(2,443	)
Class A treasury stock, at cost		(267,246	)		(265,162	)
Total shareholders’ equity		1,347,110			1,187,111
Total liabilities and shareholders’ equity	$	1,919,492		$	1,444,876

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 4 -

MSC INDUSTRIAL DIRECT CO., INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(In thousands, except net income per share data)

(Unaudited)

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	June 1, 2013			May 26, 2012			June 1, 2013			May 26, 2012
Net sales	$	636,923		$	611,970		$	1,783,876		$	1,720,647
Cost of goods sold		347,410			332,387			972,905			929,471
Gross profit		289,513			279,583			810,971			791,176
Operating expenses		189,267			168,724			517,797			486,966
Income from operations		100,246			110,859			293,174			304,210
Other income (expense):
Interest expense		(1,141	)		(63	)		(1,266	)		(179	)
Interest income		31			42			113			160
Other income (expense), net		(5	)		15			66			(5	)
Total other income (expense)		(1,115	)		(6	)		(1,087	)		(24	)
Income before provision for income taxes		99,131			110,853			292,087			304,186
Provision for income taxes		36,777			40,642			110,467			114,070
Net income	$	62,354		$	70,211		$	181,620		$	190,116
Per Share Information:
Net income per common share:
Basic	$	0.99		$	1.11		$	2.88		$	3.02
Diluted	$	0.98		$	1.10		$	2.86		$	3.00
Weighted average shares used in computing net income per common share:
Basic		62,808			62,651			62,628			62,517
Diluted		63,134			63,055			62,947			62,896
Cash dividend declared per common share	$	0.30		$	0.25		$	0.90		$	0.75

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 5 -

MSC INDUSTRIAL DIRECT CO., INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	June 1, 2013			May 26, 2012			June 1, 2013			May 26, 2012
Net income, as reported	$	62,354		$	70,211		$	181,620		$	190,116
Cumulative foreign currency translation adjustment		(388	)		(132	)		(1,165	)		(505	)
Comprehensive income	$	61,966		$	70,079		$	180,455		$	189,611

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 6 -

MSC INDUSTRIAL DIRECT CO., INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Thirty-Nine Weeks Ended
	June 1, 2013			May 26, 2012
Cash Flows from Operating Activities:
Net income	$	181,620		$	190,116
Adjustments to reconcile net income to net cash      provided by operating activities:
Depreciation and amortization		33,994			25,279
Stock-based compensation		11,989			11,410
Loss on disposal of property, plant, and equipment		791			876
Provision for doubtful accounts		2,111			2,520
Deferred income taxes		—			3,025
Excess tax benefits from stock-based compensation		(5,563	)		(4,844	)
Write-off of deferred financing costs on previous credit facility		594			—
Changes in operating assets and liabilities, net of amounts associated with business acquired:
Accounts receivable		(6,791	)		(30,150	)
Inventories		28,084			(44,499	)
Prepaid expenses and other current assets		(11,136	)		(11,837	)
Other assets		2,162			4,388
Accounts payable and accrued liabilities		7,574			(1,076	)
Total adjustments		63,809			(44,908	)
Net cash provided by operating activities		245,429			145,208
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(62,305	)		(28,753	)
Cash used in business acquisition, net of cash received		(548,769	)		(33,451	)
Net cash used in investing activities		(611,074	)		(62,204	)
Cash Flows from Financing Activities:
Purchases of treasury stock		(3,656	)		(47,986	)
Payment of cash dividends		(56,843	)		(47,341	)
Payments on capital lease and financing obligations		(981	)		(721	)
Excess tax benefits from stock-based compensation		5,563			4,844
Proceeds from sale of Class A common stock in connection with associate stock purchase plan		2,891			2,630
Proceeds from exercise of Class A common stock options		19,986			19,566
Borrowings under financing obligation		257			1,050
Borrowings under Credit Facility		370,000			—
Credit facility financing costs		(1,904	)		—
Pay down revolving loans from credit facility		(80,000	)		—
Net cash provided (used) in financing activities		255,313			(67,958	)
Effect of foreign exchange rate changes on cash and cash equivalents		(104	)		(56	)
Net (decrease) increase in cash and cash equivalents		(110,436	)		14,990
Cash and cash equivalents – beginning of period		168,453			95,959
Cash and cash equivalents – end of period	$	58,017		$	110,949
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	102,107		$	113,299
Cash paid for interest	$	367		$	34

# # #

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 7 -

Non-GAAP Financial Measures

To supplement MSC’s unaudited selected financial data presented on a basis consistent with Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures, including adjusted operating income, adjusted net income, and adjusted net income per diluted share. The adjusted supplemental measures exclude non-recurring costs associated with the Barnes Distribution North America (“BDNA”) and co-location of our corporate headquarters in Davidson, North Carolina and the related tax effects. These non-GAAP measures are not in accordance with or an alternative for GAAP, and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with MSC's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate MSC’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of Company performance.

In calculating non-GAAP financial measures, we exclude these non-recurring costs to facilitate a review of the comparability of the Company's operating performance on a period-to-period basis because such costs are not, in our view, related to the Company's ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. In addition, we use non-GAAP financial measures as performance metrics for management incentive programs. Since we find these measures to be useful, we believe that investors benefit from seeing results "through the eyes" of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company's GAAP financials, provide useful information to investors by offering:

· the ability to make more meaningful period-to-period comparisons of the Company’s on-going operating results;

· the ability to better identify trends in the Company’s underlying business and perform related trend analyses; and

· a better understanding of how management plans and measures the Company’s underlying business.

The following tables reconcile GAAP operating income, GAAP net income and GAAP net income per diluted share ("EPS") to non-GAAP adjusted operating income, adjusted net income, and adjusted net income per diluted share:

	Thirteen Weeks Ended
	June 1, 2013
(in thousands)	$		Margin
GAAP Operating income	$	100,246		15.7	%
Non-recurring costs		6,385
Adjusted Operating income	$	106,631		16.7	%

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2013 THIRD QUARTER RESULTS          Page - 8 -

	Thirteen Weeks Ended
	June 1, 2013		May 26, 2012
(in thousands)	$		$
Sales	$	636,923	$	611,970
Cost of Sales		347,410		332,387
Gross Margin		289,513		279,583
Operating Expenses		189,267		168,724
Income from Operations		100,246		110,859
Non-recurring costs		6,385		-
Adjusted Operating income	$	106,631	$	110,859

	Thirteen Weeks Ended
	June 1, 2013
			Diluted
(in thousands, except per share amounts)	$(after tax)		EPS
GAAP net income	$	62,354	$	0.98
Non-recurring costs*		4,390		0.07
Adjusted net income	$	66,744	$	1.05

* On a pre-tax basis includes approximately $930 of non-recurring relocation costs associated with the Co-Location of the Company’s headquarters in Davidson, North Carolina and approximately $6,049 of non-recurring transaction costs associated with the BDNA acquisition for the thirteen weeks ended June 1, 2013. The non-recurring costs were calculated using an effective tax rate of 37.1%.

EX-99.2

Exhibit 99.2

1 Fiscal 3Q’13 Earnings Presentation July 10, 2013

2 Risks and Non - GAAP Disclosures This presentation contains forward - looking statements within the meaning of U.S. securities laws, including guidance about expected future results, expectations regarding our ability to gain market share and expected benefits from our investment and strategic plans, including the Barnes Distribution North America acquisition. These forward - looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these statements; are based on our current expectations; and we assume no obligation to update them. These risks include the Company’s ability to timely and efficiently integrate its recent acquisition of the business of Barnes Distribution North America (“BDNA”) and rea liz e the anticipated synergies from the transaction ; current economic, political, and social conditions; general economic conditions in the markets in which the Company operates ; changing customer and product mixes ; competition; industry consolidation and other changes in the industrial distribution sector ; volatility in commodity and energy prices ; the outcome of potential 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 or shipping ports ; risk of loss of key suppliers, key brands or supply chain disruptions ; dependence on our information systems ; retention of key personnel; and risk of delays in opening or expanding our customer fulfillment centers or customer service centers. Information about these risks is noted in the earnings press release and in the Risk Factors and MD&A sections of our latest annual and quarterly reports filed with the SEC, as well as in our other SEC filings. Investors are cautioned not to place un due reliance on these forward - looking statements . Throughout this conference call we will reference both GAAP and adjusted financial results, which are non - GAAP financial measures. Please refer to the reconciliation tables at the end of this presentation for a reconciliation of the adjusted financial measures to the most directly comparable GAAP measures. 2

3 Glossary 3 ▪ Reported Results – results as reported using U.S. Generally Accepted Accounting Principles (US GAAP). ▪ Adjusted Results – exclude non - recurring relocation costs associated with our Davidson facility, as well as the non - recurring transaction and integration costs associated with the BDNA acquisition. ▪ Comparable Adjusted Results – exclude the BDNA operating results and non - recurring relocation costs associated with our Davidson facility, as well as the non - recurring transaction and integration costs associated with the BDNA acquisition.

4 BDNA - Related Guidance Reaffirmed ▪ $15 million - $20 million run - rate cost synergies by FY15 ▪ EPS contribution for FY13 slightly better than expected ▪ $0.15 - $0.20 EPS accretion in FY14 ▪ $0.30 - $0.40 EPS accretion in FY15 ▪ >$100 million NPV of cash tax benefits ▪ $25 million - $30 million in total integration and non - recurring transaction costs of which $7.6 million have been incurred through the end of FQ3’13 4

5 F3Q’13 Guidance Comparison 3Q 2013 Guidance Comparable Adjusted 3Q 2013 Results (1) Variance (from midpoint) Sales $597M - $609M $602M - $1M Gross Margin 44.7% - 45.1% 45.0% + 10 bps Adjusted EPS $0.95 - $0.99 $1.03 + $0.06 Adjusted Operating Expenses $171M $167M - $4M Tax Rate 38.2% 37.1% - 110 bps 5 (1) Previously provided guidance for F3Q 2013 excluded the BDNA operating results, non - recurring relocation costs associated with ou r Davidson facility, as well as the non - recurring transaction and integration costs associated with the BDNA acquisition. The Comp arable Adjusted F3Q 2013 financial results are on the same basis. Reconciliations are provided on slides 9 - 13.

6 F3Q’13 EPS Walk (1) 6 (1) Previously provided guidance for F3Q 2013 excluded the BDNA operating results, non - recurring relocation costs associated with ou r Davidson facility, as well as the non - recurring transaction and integration costs associated with the BDNA acquisition. The Comp arable Adjusted F3Q 2013 financial results are on the same basis. Reconciliations are provided on slides 9 - 13.

7 F4Q’13 Guidance Sales $661M – $673M Gross Margin 45.0% +/ - 20 bps Adjusted EPS $0.87 – $0.91 Tax Rate 37.5% Assumptions: • Includes BDNA operating results at neutral impact to EPS • Excludes non - recurring transaction and integration costs associated with the BDNA acquisition and relocation costs associated with our Davidson facility. Each is expected to have a $0.03 impact to GAAP diluted EPS • FQ4’13 has 4 less selling days than FQ4’12, virtually one week given the 4 th of July Holiday falls on a Thursday in FY’13 7

8 Adjusted F4Q’13 EPS Guidance Walk (1) 8 (1) Adjusted results exclude non - recurring relocation costs associated with our Davidson facility, as well as the non - recurring tran saction and integration costs associated with the BDNA acquisition. The impact of the extra week, pricing impact, and other items are app rox imate and do not conform to GAAP accounting standards.

9 Reconciliations 9 Non - GAAP Financial Measures To supplement MSC’s unaudited selected financial data presented on a basis consistent with Generally Accepted Accounting Prin cip les (“GAAP”), the Company discloses certain non - GAAP financial measures, including adjusted operating income, adjusted net income, adjusted net in come per diluted share, comparable adjusted operating income, comparable adjusted net income, and comparable adjusted net income per diluted share. The adjusted supplemental measures exclude non - recurring costs associated with the Barnes Distribution North America (“BDNA”) and co - location of our corporate headquarters in Davidson, North Carolina and the related tax effects. The comparable adjusted supplemental measures exclude BDN A operations, non - recurring costs associated with BDNA, and co - location of our corporate headquarters in Davidson, North Carolina and the related tax effects. These non - GAAP measures are not in accordance with or an alternative for GAAP, and may be different from non - GAAP measures used by other c ompanies. We believe that these non - GAAP measures have limitations in that they do not reflect all of the amounts associated with MSC's resul ts of operations as determined in accordance with GAAP and that these measures should only be used to evaluate MSC’s results of operations in con jun ction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or a s a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non - GAAP financial measures by relying upon GAAP result s to gain a complete picture of Company performance. In calculating “adjusted” non - GAAP financial measures, we exclude the non - recurring costs described above to facilitate a review of the comparability of the Company’s operating performance on a period - to - period basis because such costs are not, in our view, related to the Company’s on going operational performance. We use the “adjusted” non - GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. In addition, we use the “adjusted” non - GAAP f inancial measures as performance metrics for management incentive programs. Since we find these measures to be useful, we believe that investors ben efit from seeing results “through the eyes” of management in addition to seeing GAAP results. We believe that the “adjusted” non - GAAP measures, when rea d in conjunction with the Company’s GAAP financials, provide useful information to investors by offering: • the ability to make more meaningful period - to - period comparisons of the Company’s on - going operating results; • the ability to better identify trends in the Company’s underlying business and perform related trend analyses; and • a better understanding of how management plans and measures the Company’s underlying business. In calculating “comparable adjusted” non - GAAP financial measures, we exclude the non - recurring costs described above and also ex clude the BDNA operating results in order to facilitate a comparison of our operating results for the quarter ended June 1, 2013 with our gu ida nce for such quarter. The following tables reconcile GAAP operating income, GAAP net income and GAAP net income per diluted share (“EPS”) to non - GAAP adjusted operating income, adjusted net income, adjusted net income per diluted share, comparable adjusted operating income, comparable adjusted ne t income, and comparable adjusted net income per diluted share:

 

10 Reconciliations 10 Quarterly non - GAAP reconciliation ( in thousands ) $ Margin GAAP Operating income $ 100,246 15.7% Non - recurring costs 6,385 Adjusted Operating income 106,631 16.7% BDNA operating income (2,564) Comparable Adjusted Operating Income $ 104,067 17.3% 1 - Jun - 13 26 - May - 12 ( in thousands ) $ $ Sales 636,923 $ 611,970 $ Cost of Sales 347,410 332,387 Gross Margin 289,513 279,583 Operating Expenses 189,267 168,724 Income from Operations 100,246 110,859 Non - recurring costs 6,385 - Adjusted Operating income 106,631 $ 110,859 $ Thirteen Weeks Ended 1 - Jun - 13 Thirteen Weeks Ended

11 Reconciliations 11 1 - Jun - 13 26 - May - 12 ( in thousands and excluding BDNA operations ) $ $ Sales 602,190 $ 611,970 $ Cost of Sales 331,266 332,387 Gross Margin 270,924 279,583 Operating Expenses 173,242 168,724 Income from Operations 97,682 110,859 Non - recurring costs 6,385 - Comparable Adjusted Operating income 104,067 $ 110,859 $ Thirteen Weeks Ended

12 Reconciliations 12 Diluted EPS GAAP net income $ 62,354 $ 0.98 Non - recurring costs* 4,390 0.07 Adjusted net income 66,744 1.05 BDNA net income (1,343) (0.02) Comparable Adjusted net income $ 65,401 $ 1.03 ( in thousands, except per share amounts ) $(after tax) * On a pre - tax basis includes approximately $930 of non - recurring relocation costs associated with the Co - Location of the Compan y’s headquarters in Davidson, North Carolina and approximately $6,049 of non - recurring transaction costs associated with the BDNA acquisition for the thirteen weeks ended June 1, 2013. The non - recurring costs were calculated using an effective tax rate of 3 7.1%. Thirteen Weeks Ended 1 - Jun - 13

13 Reconciliations 13 Year to date non - GAAP reconciliations ( in thousands ) $ % of Sales $ % of Sales GAAP operating expenses $ 517,797 29.0% $ 486,966 28.3% BDNA operating expenses (16,025) - Non - recurring costs (9,490) - Comparable Adjusted Operating Expenses $ 492,282 28.1% $ 486,966 28.3% 1 - Jun - 13 26 - May - 12 ( in thousands) $ $ GAAP Sales 1,783,876 $ 1,720,647 $ BDNA Sales (34,733) 0 Comparable Adjusted Sales 1,749,143 $ 1,720,647 $ 1 - Jun - 13 26 - May - 12 Thirty - Nine Weeks Ended Thirty - Nine Weeks Ended