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 9, 2014

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 9, 2014, MSC Industrial Direct Co., Inc. (the “Company”) issued a press release announcing financial results for its fiscal 2014 third quarter ended May 31, 2014. A copy of the press release is furnished with this report as Exhibit 99.1.

On July 9, 2014, the Company will host a conference call to discuss its financial results for its fiscal 2014 third quarter ended May 31, 2014. 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 9, 2014, issued by MSC Industrial Direct Co., Inc.

99.2 Earnings Presentation of MSC Industrial Direct Co., Inc., dated July 9, 2014

-2-

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 9, 2014	By:	/s/ Jeffrey Kaczka
	Name:	Jeffrey Kaczka
	Title:	Executive Vice President and Chief Financial Officer

-3-

Exhibit Index
Exhibit No.	Description
99.1	Press Release, dated July 9, 2014, issued by MSC Industrial Direct Co., Inc.
99.2	Earnings Presentation of MSC Industrial Direct Co., Inc., dated July 9, 2014

-4-

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

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 THIRD QUARTER
RESULTS AND PROVIDES FISCAL FOURTH QUARTER GUIDANCE

- Net Sales of $720.5 Million; GAAP Diluted EPS of $1.03; Adjusted Diluted EPS of $1.06 -

- Fiscal Q4 Guidance for GAAP Diluted EPS between $0.96 and $1.00 and for
Adjusted Diluted EPS between $0.98 and $1.02 -

Melville, NY, July 9, 2014 - 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 North America, today reported financial results for its fiscal third quarter ended May 31, 2014.

Net sales for the fiscal third quarter 2014 were $720.5 million, an increase of 13.1% over net sales of $636.9 million in the same quarter a year ago.

Adjusted operating income for the fiscal third quarter 2014 was $107.3 million, or 14.9% of net sales, compared to $106.6 million, or 16.7% of net sales in the same quarter a year ago. GAAP operating income for the fiscal third quarter 2014 was $104.9 million, or 14.6% of net sales, compared to $100.2 million, or 15.7% of net sales in the same quarter a year ago.

Excluding the after tax effects of non-recurring costs, adjusted net income for the fiscal third quarter 2014 was $66.2 million, or $1.06 per diluted share (based on 62.2 million diluted shares outstanding), compared to $66.7 million, or $1.05 per diluted share, in the same quarter a year ago (based on 63.1 million diluted shares outstanding). GAAP net income for the fiscal third quarter 2014 was $64.7 million, or $1.03 per diluted share, compared to $62.4 million, or $0.98 per diluted share, in the same quarter a year ago.

Erik Gershwind, President and Chief Executive Officer, stated, “Our strategic growth programs continued to drive share gains during our March through May third fiscal quarter against the backdrop of continued improvement in overall market conditions. We would characterize the current demand environment as one of moderate growth, despite the soft pricing environment.”

Jeff Kaczka, Executive Vice President and Chief Financial Officer, commented, “We delivered adjusted EPS towards the higher end of our guidance, reflecting our ability to leverage our sales growth. With one quarter remaining in our fiscal 2014, we remain on-track to achieve an annual adjusted operating margin consistent with our fiscal 2014 operating framework, and our infrastructure and growth initiatives are progressing well and on schedule.”

Mr. Gershwind concluded, “We are performing well against our strategic plan, executing on our critical growth and infrastructure initiatives and capitalizing on our share gain initiatives to improve revenue growth as the demand environment continues to firm. We are building an exciting story within the Class C Solutions Group and delivering against the financial commitments we set for the business. Additionally, we are moving our overall portfolio of business towards high retention channels including VMI, vending, Class C and mscdirect.com. All of this builds towards an exciting story for the coming years.”

Outlook

MSC expects net sales for fiscal fourth quarter 2014 to be between $718 million and $730 million. At the midpoint, average daily sales growth is expected to be 7.5 percent, which includes CCSG sales that are expected to be growing at a lower rate than the MSC base business. The Company expects adjusted diluted earnings per share for the fiscal fourth quarter 2014 to be between $0.98 and $1.02.

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 THIRD QUARTER RESULTS Page - 2 -

The Company expects non-recurring integration costs related to the Class C Solutions Group (“CCSG”) acquisition to impact GAAP diluted earnings per share by approximately 2 cents in the fiscal fourth quarter.

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.

Conference Call Information

MSC will host a conference call today at 8:30 a.m. Eastern Time to review the Company’s fiscal 2014 third quarter results. The call, accompanying slides and other operational statistics 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 8, 2014.

Alternatively, the conference call can be accessed by dialing 1-877-270-2148 (U.S.), 1-866-450-4696 (Canada) 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 8, 2014. The replay is accessible by dialing 1-877-344-7529 (U.S.) or 1-412-317-0088 (international) and entering passcode 10048038.

The Company’s reporting date for fiscal fourth quarter 2014 results will be October 28, 2014.

Contact Information

Investors:	Media:
John G. Chironna	Rachel Rosenblatt
VP Investor Relations & Treasurer	FTI Consulting – Strategic Communications
MSC Industrial Direct Co., Inc.	(212) 850-5600
(704) 987-5231

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 North America. MSC employs one of the industry’s largest sales forces and distributes approximately 795,000 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, expected benefits from our investment and strategic plans, including the Class C Solutions Group (“CCSG”) (formerly Barnes Distribution North America) acquisition, and expected future margins, 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, 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, goodwill and intangible assets recorded as a result of our acquisitions could be impaired, disclosing our use of “conflict minerals” in certain of the products we distribute could raise reputational and other risks, the Company’s ability to enhance its information technology systems without disruption to our business operations, 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.

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 THIRD QUARTER RESULTS Page - 3 -

MSC INDUSTRIAL DIRECT CO., INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets 

(In thousands)

	May 31, 2014			August 31, 2013
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	45,358		$	55,876
Accounts receivable, net of allowance for doubtful accounts		369,542			345,366
Inventories		429,431			419,012
Prepaid expenses and other current assets		38,976			35,464
Deferred income taxes		37,771			37,771
Total current assets		921,078			893,489
Property, plant and equipment, net		291,097			251,536
Goodwill		629,387			630,318
Identifiable intangibles, net		142,522			155,324
Other assets		34,343			12,336
Total assets	$	2,018,427		$	1,943,003
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Revolving credit note	$	5,000		$	—
Current maturities of long-term debt		23,539			14,184
Accounts payable		112,919			113,636
Accrued liabilities		109,475			85,759
Total current liabilities		250,933			213,579
Long-term debt, net of current maturities		246,070			241,566
Deferred income taxes and tax uncertainties		97,475			97,475
Total liabilities		594,478			552,620
Commitments and Contingencies
Shareholders’ Equity:
Preferred Stock		--			--
Class A common stock		56			55
Class B common stock		13			14
Additional paid-in capital		565,739			528,770
Retained earnings		1,243,917			1,132,868
Accumulated other comprehensive loss		(4,746	)		(4,427	)
Class A treasury stock, at cost		(381,030	)		(266,897	)
Total shareholders’ equity		1,423,949			1,390,383
Total liabilities and shareholders’ equity	$	2,018,427		$	1,943,003

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 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
	May 31, 2014			June 1, 2013			May 31, 2014			June 1, 2013
Net sales	$	720,476		$	636,923		$	2,060,499		$	1,783,876
Cost of goods sold		387,082			347,410			1,105,429			972,905
Gross profit		333,394			289,513			955,070			810,971
Operating expenses		228,508			189,267			671,712			517,797
Income from operations		104,886			100,246			283,358			293,174
Other (expense) income:
Interest expense		(827	)		(1,141	)		(2,641	)		(1,266	)
Interest income		5			31			14			113
Other (expense) income, net		101			(5	)		(377	)		66
Total other expense		(721	)		(1,115	)		(3,004	)		(1,087	)
Income before provision for income taxes		104,165			99,131			280,354			292,087
Provision for income taxes		39,469			36,777			107,100			110,467
Net income	$	64,696		$	62,354		$	173,254		$	181,620
Per Share Information:
Net income per common share:
Basic	$	1.04		$	0.99		$	2.77		$	2.88
Diluted	$	1.03		$	0.98		$	2.76		$	2.86
Weighted average shares used in computing net income per common share:
Basic		61,896			62,808			62,137			62,628
Diluted		62,212			63,134			62,447			62,947
Cash dividend declared per common share	$	0.33		$	0.30		$	0.99		$	0.90

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 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
	May 31, 2014		June 1, 2013			May 31, 2014			June 1, 2013
Net income, as reported	$	64,696	$	62,354		$	173,254		$	181,620
Foreign currency translation adjustments		1,515		(388	)		(319	)		(1,165	)
Comprehensive income	$	66,211	$	61,966		$	172,935		$	180,455

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 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
	May 31, 2014			June 1, 2013
Cash Flows from Operating Activities:
Net income	$	173,254		$	181,620
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		48,354			33,994
Stock-based compensation		13,020			11,989
Loss on disposal of property, plant, and equipment		1,250			791
Provision for doubtful accounts		3,163			2,111
Excess tax benefits from stock-based compensation		(4,741	)		(5,563	)
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		(26,628	)		(6,791	)
Inventories		(9,826	)		28,084
Prepaid expenses and other current assets		(4,878	)		(11,136	)
Other assets		1,884			2,162
Accounts payable and accrued liabilities		31,776			7,574
Total adjustments		53,374			63,809
Net cash provided by operating activities		226,628			245,429
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(55,882	)		(62,305	)
Investment in available for sale securities		(25,011	)		—
Cash used in business acquisition, net of cash received		1,434			(548,769	)
Net cash used in investing activities		(79,459	)		(611,074	)
Cash Flows from Financing Activities:
Purchases of treasury stock		(115,606	)		(3,656	)
Payments of cash dividends		(62,010	)		(56,843	)
Payments on capital lease and financing obligations		(1,545	)		(981	)
Excess tax benefits from stock-based compensation		4,741			5,563
Proceeds from sale of Class A common stock in connection with associate stock purchase plan		2,922			2,891
Proceeds from exercise of Class A common stock options		17,565			19,986
Borrowings under financing obligations		480			257
Borrowings under Credit Facility		50,000			370,000
Credit facility financing costs		—			(1,904	)
Payments of notes payable and revolving credit note under the Credit Facility		(54,375	)		(80,000	)
Net cash used in financing activities		(157,828	)		255,313
Effect of foreign exchange rate changes on cash and cash equivalents		141			(104	)
Net decrease in cash and cash equivalents		(10,518	)		(110,436	)
Cash and cash equivalents – beginning of period		55,876			168,453
Cash and cash equivalents – end of period	$	45,358		$	58,017
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	91,446		$	102,107
Cash paid for interest	$	2,369		$	367

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 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 expenses, adjusted operating income, adjusted net income, and adjusted net income per diluted share. The adjusted supplemental measures exclude non-recurring costs associated with the Class C Solutions Group (“CCSG”) (formerly Barnes Distribution North America) acquisition and the 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 expenses, GAAP operating income, GAAP net income and GAAP net income per diluted share (“EPS”) to non-GAAP adjusted operating expenses, adjusted operating income, adjusted net income, and adjusted net income per diluted share:

	Thirteen Weeks Ended					Thirteen Weeks Ended
	May 31, 2014					May 31, 2014
	(dollars in thousands)		Margin			(dollars in thousands)		% of Sales
GAAP Operating income	$	104,886		14.6%	GAAP Operating expenses	$	228,508		31.7%
Non-recurring costs		2,426			Non-recurring costs		2,426
Adjusted Operating income	$	107,312		14.9%	Adjusted Operating expenses	$	226,082		31.4%

	Thirteen Weeks Ended					Thirteen Weeks Ended
	June 1, 2013					June 1, 2013
	(dollars in thousands)		Margin			(dollars in thousands)		% of Sales
GAAP Operating income	$	100,246		15.7%	GAAP Operating expenses	$	189,267		29.7%
Non-recurring costs		6,385			Non-recurring costs		6,385
Adjusted Operating income	$	106,631		16.7%	Adjusted Operating expenses	$	182,882		28.7%

MSC INDUSTRIAL DIRECT CO., INC. REPORTS FISCAL 2014 THIRD QUARTER RESULTS Page - 8 -

	Thirteen Weeks Ended		Thirteen Weeks Ended
	May 31, 2014		June 1, 2013
	(dollars in thousands)
Sales	$	720,476	$	636,923
Cost of Sales		387,082		347,410
Gross Margin		333,394		289,513
Operating Expenses		228,508		189,267
Income from Operations		104,886		100,246
Non-recurring costs		2,426		6,385
Adjusted Operating income	$	107,312	$	106,631

	Thirteen Weeks Ended
	May 31, 2014
(in thousands, except per share amounts)	$(after tax)		Diluted
			EPS**
GAAP net income	$	64,696	$	1.03
Non-recurring costs*		1,507		0.02
Adjusted net income	$	66,203	$	1.06

* On a pre-tax basis includes approximately $127 of non-recurring relocation costs associated with the Co-Location of the Company’s headquarters in Davidson, North Carolina and approximately $2,299 of non-recurring integration costs associated with the CCSG acquisition for the thirteen weeks ended May 31, 2014. The non-recurring costs were calculated using an effective tax rate of 37.9%.

** Individual amounts of earnings per share may not agree to the total due to rounding

	Thirteen Weeks Ended
	June 1, 2013
(in thousands, except per share amounts)	$(after tax)		Diluted
			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 CCSG 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’14 Earnings Presentation July 9, 2014

2 Risks and Non - GAAP Disclosures This presentation contains forward - looking statements within the meaning of U.S. securities laws, including guidance about expec ted future results, expectations regarding our ability to gain market share, expected benefits from our investment and strategic plans, including the Class C Solutions Group (“CCSG”) (formerly Barnes Distribution North America) acquisition and expectations regarding future revenue and margin growth. 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 obligat ion to update them. These risks include the Company’s ability to timely and efficiently integrate its recent acquisition of CCSG and realize 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; risk of delays in opening or expanding our customer fulfillment centers; goodwill and intangible assets recorded as a result of our acquisitions could be impaired; disclosing our use of “conflict minerals” in certain of the products we distribute could raise certain reputational and other ri sks; and the Company’s ability to enhance its information technology systems without disruption to our business operations. 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 undue relianc e o n these forward - looking statements . Throughout this conference call we will reference both GAAP and adjusted financial results, which are non - GAAP financial measure s. Please refer to the reconciliation tables at the end of this presentation and at the end of our earnings release for a reconciliation of the adjusted financial measures to the most directly comparable GAAP measures .

3 F3Q’14 Guidance Comparison 3Q 2014 Guidance Adjusted 3Q 2014 Results (1) Sales $720M - $732M $720M Gross Margin 45.8% - 46.2% 46.3% Adjusted EPS $1.03 - $1.07 $1.06 Adjusted Operating Expenses $228M $226M Tax Rate 38.0% 37.9% (1) Reconciliations are provided on slides 7 - 9.

4 F3Q’14 EPS Walk (1,2) $1.06 ($0.02) $1.03 Adjusted EPS CCSG Integration Costs GAAP EPS (1) Previously provided guidance for F3Q 2014 included the impact from CCSG operating results and excluded non - recurring integration costs associated with the CCSG acquisition. Non - recurring costs associated with our Davidson facility had less than a $0.01 per share impact. Reconciliations are provided on slides 7 - 9. (2) Individual earnings per share amounts may not agree to total due to rounding.

5 F4Q’14 Guidance Sales $718M – $730M Gross Margin 45.9% +/ - 20 bps Adjusted EPS $0.98 – $1.02 Tax Rate 37.7% Assumptions: • Excludes non - recurring integration costs associated with the CCSG acquisition of roughly $0.02.

6 4Q’14 Midpoint EPS Guidance Walk (1) (1) Adjusted EPS excludes non - recurring integration costs associated with the CCSG acquisition . $1.00 $0.98 ($0.02) Adjusted EPS CCSG Integration Costs GAAP EPS

7 Reconciliations 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 expenses, adjusted operating income, adjusted net income, and adjusted net income per diluted share. The adjusted supplemental measures exclude non - recurring costs associated with the CCSG acquisition and the 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 measu res have limitations in that they do not reflect all of the amounts associated with MSC's results of operations as determined in accordance with G AAP and that these measures should only be used to evaluate MSC’s results of operations in conjunction with the corresponding GAAP measures. The present ati on of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We co mpensate for the limitations of non - GAAP financial measures by relying upon GAAP results 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. The following tables reconcile GAAP operating expenses, GAAP operating income, GAAP net income and GAAP net income per diluted share (“EPS”) to non - GAAP adjusted operating expenses, adjusted operating income, adjusted net income, and adjusted net income per diluted share.

8 Reconciliations Thirteen Weeks Ended Thirteen Weeks Ended May 31, 2014 May 31, 2014 (dollars in thousands) Margin (dollars in thousands) % of Sales GAAP Operating income $104,886 14.6% GAAP Operating expenses $228,508 31.7% Non - recurring costs 2,426 Non - recurring costs 2,426 Adjusted Operating income $107,312 14.9% Adjusted Operating expenses $226,082 31.4% Thirteen Weeks Ended Thirteen Weeks Ended June 1, 2013 June 1, 2013 (dollars in thousands) Margin (dollars in thousands) % of Sales GAAP Operating income $100,246 15.7% GAAP Operating expenses $189,267 29.7% Non - recurring costs 6,385 Non - recurring costs 6,385 Adjusted Operating income $106,631 16.7% Adjusted Operating expenses $182,882 28.7% Thirteen Weeks Ended Thirteen Weeks Ended May 31, 2014 June 1, 2013 (dollars in thousands) Sales $720,476 $636,923 Cost of Sales 387,082 347,410 Gross Margin 333,394 289,513 Operating Expenses 228,508 189,267 Income from Operations 104,886 100,246 Non - recurring costs 2,426 6,385 Adjusted Operating income $107,312 $106,631

9 Reconciliations Thirteen Weeks Ended May 31, 2014 ( in thousands, except per share amounts ) $(after tax) Diluted EPS** GAAP net income $64,696 $1.03 Non - recurring costs* 1,507 0.02 Adjusted net income $66,203 $1.06 * On a pre - tax basis includes approximately $127 of non - recurring relocation costs associated with the Co - Location of the Compan y’s headquarters in Davidson, North Carolina and approximately $2,299 of non - recurring integration costs associated with the CCSG acquisition for the thirteen weeks ended Ma y 31, 2014. The non - recurring costs were calculated using an effective tax rate of 37.9%. ** Individual amounts of earnings per share may not agree to the total due to rounding Thirteen Weeks Ended June 1, 2013 ( in thousands, except per share amounts ) $(after tax) Diluted 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 Compan y’s headquarters in Davidson, North Carolina and approximately $6,049 of non - recurring transaction costs associated with the CCSG acquisition for the thirteen weeks ended Ju ne 1, 2013. The non - recurring costs were calculated using an effective tax rate of 37.1%.