Quarterly Report (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 November 28, 2015
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, or a “smaller reporting company.” See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


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

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 December 28, 2015, 48,220,046 shares of Class A common stock and 13,295,747 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 August 29, 2015. 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;

risks associated with the integration of acquired businesses;

risk of delays in expanding our customer fulfillment centers;

current economic, political, and social conditions;

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 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 electronics break-ins and cyber-attacks;

retention of key personnel;

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

goodwill and intangible assets recorded as a result of our acquisitions could be impaired; and

disclosing our use of “conflict minerals” in certain of the products we distribute could raise reputational and other risks.

MSC INDUSTRIAL DIRECT CO., INC.

INDEX


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of November 28, 2015 and August 29, 2015	4
	Condensed Consolidated Statements of Income for the Thirteen Weeks Ended November 28, 2015 and November 29, 2014	5
	Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks Ended November 28, 2015 and November 29, 2014	6
	Condensed Consolidated Statement of Shareholders’ Equity for the Thirteen Weeks Ended November 28, 2015	7
	Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended November 28, 2015 and November 29, 2014	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	24
Item 6.	Exhibits	24
SIGNATURES		25

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)



	November 28,		August 29,
	2015		2015
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	37,879	$	38,267
Accounts receivable, net of allowance for doubtful accounts of $13,735 and $11,312, respectively		387,561		403,468
Inventories		492,450		506,631
Prepaid expenses and other current assets		42,275		39,067
Deferred income taxes		44,643		44,643
Total current assets		1,004,808		1,032,076
Property, plant and equipment, net		292,693		291,156
Goodwill		623,313		623,626
Identifiable intangibles, net		115,519		119,805
Other assets		33,190		34,543
Total assets	$	2,069,523	$	2,101,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Revolving credit note	$	118,000	$	188,000
Current maturities of long-term debt		32,446		25,515
Accounts payable		103,043		114,328
Accrued liabilities		122,739		94,494
Total current liabilities		376,228		422,337
Long-term debt, net of current maturities		203,221		214,789
Deferred income taxes and tax uncertainties		131,132		131,210
Total liabilities		710,581		768,336
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; 56,403,008 and 56,400,070 shares issued, respectively		56		56
Class B common stock (ten votes per share); $0.001 par value; 50,000,000 shares authorized; 13,295,747 shares issued and outstanding		13		13
Additional paid-in capital		608,922		604,905
Retained earnings		1,260,792		1,232,381
Accumulated other comprehensive loss		(18,367)		(17,252)
Class A treasury stock, at cost, 8,119,876 and 8,037,696 shares, respectively		(492,474)		(487,233)
Total shareholders’ equity		1,358,942		1,332,870
Total liabilities and shareholders’ equity	$	2,069,523	$	2,101,206

See accompanying notes to condensed consolidated financial statements.

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)


	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014
Net sales	$	706,819	$	731,091
Cost of goods sold		387,847		400,942
Gross profit		318,972		330,149
Operating expenses		228,584		236,178
Income from operations		90,388		93,971
Other (expense) income:
Interest expense		(1,556)		(944)
Interest income		163		5
Other income, net		63		177
Total other expense		(1,330)		(762)
Income before provision for income taxes		89,058		93,209
Provision for income taxes		34,029		35,792
Net income	$	55,029	$	57,417
Per share information:
Net income per common share:
Basic	$	0.89	$	0.92
Diluted	$	0.89	$	0.91
Weighted average shares used in computing net income per common share:
Basic		61,296		61,246
Diluted		61,408		61,542
Cash dividend declared per common share	$	0.43	$	3.40

See accompanying notes to condensed consolidated financial statements.

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014
Net income, as reported	$	55,029	$	57,417
Foreign currency translation adjustments		(1,115)		(3,948)
Comprehensive income	$	53,914	$	53,469

See accompanying notes to condensed consolidated financial statements.

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statement of Shareholders’ Equity

Thirteen Weeks Ended November 28, 2015

(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 August 29, 2015	56,400	$	56	13,296	$	13	$	604,905	$	1,232,381	$	(17,252)	8,038	$	(487,233)	$	1,332,870
Exercise of common stock options, including income tax deficiencies of $143	7		—	—		—		125		—		—	—		—		125
Common stock issued under associate stock purchase plan	—		—	—		—		271		—		—	(15)		555		826
Issuance of restricted common stock, net of cancellations	(4)		—	—		—		—		—		—	—		—		—
Stock-based compensation	—		—	—		—		3,621		—		—	—		—		3,621
Purchase of treasury stock	—		—	—		—		—		—		—	97		(5,796)		(5,796)
Cash dividends on Class A common stock	—		—	—		—		—		(20,790)		—	—		—		(20,790)
Cash dividends on Class B common stock	—		—	—		—		—		(5,717)		—	—		—		(5,717)
Dividend equivalent units declared	—		—	—		—		—		(111)		—	—		—		(111)
Foreign currency translation adjustment	—		—	—		—		—		—		(1,115)	—		—		(1,115)
Net income	—		—	—		—		—		55,029		—	—		—		55,029
Balance at November 28, 2015	56,403	$	56	13,296	$	13	$	608,922	$	1,260,792	$	(18,367)	8,120	$	(492,474)	$	1,358,942

See accompanying notes to condensed consolidated financial statements.

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014
Cash Flows from Operating Activities:
Net income	$	55,029	$	57,417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,925		17,012
Stock-based compensation		3,621		5,039
Loss on disposal of property, plant, and equipment		247		230
Provision for doubtful accounts		2,997		480
Deferred income taxes and tax uncertainties		(78)		—
Excess tax benefits from stock-based compensation		(154)		(1,791)
Changes in operating assets and liabilities:
Accounts receivable		12,567		(10,137)
Inventories		13,832		(44,790)
Prepaid expenses and other current assets		(3,226)		(4,797)
Other assets		583		72
Accounts payable and accrued liabilities		18,767		39,017
Total adjustments		67,081		335
Net cash provided by operating activities		122,110		57,752
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(15,575)		(13,358)
Net cash used in investing activities		(15,575)		(13,358)
Cash Flows from Financing Activities:
Purchases of treasury stock		(5,796)		(3,590)
Payments of regular cash dividends		(26,391)		(24,563)
Payment of special cash dividend		—		(184,218)
Payments on capital lease and financing obligations		(161)		(767)
Excess tax benefits from stock-based compensation		154		1,791
Proceeds from sale of Class A common stock in connection with associate stock purchase plan		826		942
Proceeds from exercise of Class A common stock options		268		6,381
Borrowings under financing obligations		453		530
Borrowings under Credit Facility		35,000		235,000
Payment of borrowings under Credit Facility		(111,250)		(76,250)
Net cash used in financing activities		(106,897)		(44,744)
Effect of foreign exchange rate changes on cash and cash equivalents		(26)		(100)
Net decrease in cash and cash equivalents		(388)		(450)
Cash and cash equivalents—beginning of period		38,267		47,154
Cash and cash equivalents—end of period	$	37,879	$	46,704
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	4,495	$	5,523
Cash paid for interest	$	1,247	$	837

See accompanying notes to condensed consolidated financial statements.

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 of 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 of 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 (consisting of normal recurring adjustments) have been included. Operating results for the thirteen week period ended November 28, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 3, 2016. 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 August 29, 2015.

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 2016 fiscal year will be a 53-week accounting period that will end on September 3, 2016 and its 2015 fiscal year was a 52-week accounting period that ended on August 29, 2015.

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 method for the thirteen weeks ended November 28, 2015 and November 29, 2014, respectively:


	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014

Net income as reported	$	55,029	$	57,417
Less: Distributed net income available to participating securities		(89)		(1,238)
Less: Undistributed net income available to participating securities		(163)		—
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	54,777	$	56,179
Add: Undistributed net income allocated to participating securities		163		—
Less: Undistributed net income reallocated to participating securities		(162)		—

Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	54,778	$	56,179

Denominator:
Weighted average shares outstanding for basic net income per share		61,296		61,246
Effect of dilutive securities		112		296
Weighted average shares outstanding for diluted net income per share		61,408		61,542

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

Net income per share Two-class method:
Basic	$	0.89	$	0.92
Diluted	$	0.89	$	0.91

Antidilutive stock options of 1,058 were not included in the computation of diluted earnings per share for the thirteen week period ended November 28, 2015. There were no antidilutive stock options excluded from the computation of diluted earnings per share for the thirteen week period ended November 29, 2014.

Note 3. Stock-Based Compensation

The Company accounts for all share-based payments in accordance with ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718"). The stock‑based compensation expense related to the stock option plans and the Associate Stock Purchase Plan included in operating expenses was $1,256 and $1,732 for the thirteen week periods ended November 28, 2015 and November 29, 2014, respectively. Tax benefits related to these expenses for the thirteen week periods ended November 28, 2015 and November 29, 2014 were $451 and $627, respectively.

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:



		Thirteen Weeks Ended
		November 28,			November 29,
		2015			2014
Expected life (in years)		3.9			3.9
Risk-free interest rate		1.09	%		1.09	%
Expected volatility		21.82	%		24.49	%
Expected dividend yield		2.40	%		1.70	%
Weighted-average grant-date fair value	$	8.03		$	14.06

A summary of the Company’s stock option activity for the thirteen week period ended November 28, 2015 is as follows:



	Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on August 29, 2015	1,274	$	73.10
Granted	586		58.90
Exercised	(7)		39.42
Canceled/Forfeited	(18)		80.75
Outstanding on November 28, 2015	1,835	$	68.61	5.1	$	3,249
Exercisable on November 28, 2015	774	$	68.42	3.5	$	1,872

The unrecognized share‑based compensation cost related to stock option expense at November 28, 2015 was $10,464 and will be recognized over a weighted average period of 3.2 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 thirteen week periods ended November 28, 2015 and November 29, 2014 was $165 and $1,980, respectively.

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

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 thirteen weeks ended November 28, 2015 is as follows:



	Shares	Weighted-Average Grant-Date Fair Value
Non-vested restricted share awards at August 29, 2015	391	$	75.39
Granted	1		62.31
Vested	(94)		65.66
Canceled/Forfeited	(5)		77.64
Non-vested restricted share awards at November 28, 2015	293	$	78.44

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 minimum statutory withholding taxes. The remaining RSAs will be settled in shares of the Company’s Class A common stock after the vesting period. Stock‑based compensation expense recognized for the RSAs was $1,726 and $2,767 for the thirteen week periods ended November 28, 2015 and November 29, 2014, respectively. The unrecognized compensation cost related to RSAs at November 28, 2015 was $13,815 and will be recognized over a weighted average period of 2.8 years.

A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the thirteen weeks ended November 28, 2015 is as follows:



	Shares		Weighted- Average Grant- Date Fair Value
Non-vested restricted stock unit awards at August 29, 2015	62	$	55.09
Granted	188		58.90
Vested	—		—
Canceled/Forfeited	(1)		58.90
Non-vested restricted stock unit awards at November 28, 2015	249	$	57.95

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 minimum statutory withholding taxes. The remaining RSUs will be settled in shares of the Company’s Class A common stock after the vesting period. 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. Stock‑based compensation expense recognized for the RSUs was $639 and $540 for the thirteen week periods ended November 28, 2015 and November 29, 2014, respectively. The unrecognized compensation cost related to the RSUs at November 28, 2015 was $10,050 and is expected to be recognized over a weighted average period of 3.9 years.

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.

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

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 new customer fulfillment center in Columbus, Ohio, the Company entered into an arrangement with the Columbus-Franklin County Finance Authority (“Finance Authority”) which provides savings on state and local sales taxes imposed on construction materials to entities that finance the transactions through them. Under this arrangement, the Finance Authority has issued taxable bonds to finance the structure and site improvements of the Company’s customer fulfillment center. The taxable bonds were approximately $27,023 at both November 28, 2015 and August 29, 2015. The taxable bonds 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 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 significant gains or losses on these securities during the thirteen week period ended November 28, 2015. The outstanding principal amount of each bond bears interest at the rate of 2.4% 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 long-term debt, including current maturities, 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 November 28, 2015 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 November 28, 2015 and August 29, 2015 due to the short-term maturity of these items.

During the thirteen weeks ended November 28, 2015 and November 29, 2014, the Company had no measurements 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 November 28, 2015 and August 29, 2015 consisted of the following:


	November 28,		August 29,
	2015		2015

	(Dollars in thousands)
Credit Facility:
Revolver	$	118,000	$	188,000
Term loan		206,250		212,500
Capital lease and financing obligations		29,417		27,804
Total debt	$	353,667	$	428,304
Less: current portion of Credit Facility		(149,250)		(213,000)
Less: current portion of capital lease and financing obligations		(1,196)		(515)
Long-term debt	$	203,221	$	214,789

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

Credit Facility

In April 2013, in connection with the acquisition of the Class C Solutions Group (“CCSG”), the Company entered into a $650,000 credit facility (the “Credit Facility”). The Credit Facility, which matures in April 2018, provides for a five-year unsecured revolving loan facility in the aggregate amount of $400,000 and a five-year unsecured term loan facility in the aggregate amount of $250,000.

The Credit Facility also permits the Company, at its request, and upon the satisfaction of certain conditions, to add one or more incremental term loan facilities and/or increase the revolving loan commitments in an aggregate amount not to exceed $200,000. 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 applicable borrowing rate for the Company for any borrowings outstanding under the Credit Facility at November 28, 2015 was 1.32% which represents LIBOR plus 1.125%. Based on the interest period the Company selects, interest may be payable every one, two, three or six 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.

The Credit Facility contains 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, and a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the term of the Credit Facility. Borrowings under the Credit Facility are guaranteed by certain of the Company’s subsidiaries.

During the thirteen week period ended November 28, 2015, the Company borrowed $35,000 under the revolving loan facility and repaid $105,000 and $6,250 of the revolving loan facility and the term loan facility, respectively. At November 28, 2015 and August 29, 2015, the Company was in compliance with the operating and financial covenants of the Credit Facility.

Capital Lease and Financing Obligations

In connection with the construction of the Company’s new 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 November 28, 2015 and August 29, 2015, the capital lease obligation was approximately $27,023.

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

technology equipment totaling $530. The gross amount of property and equipment acquired under these capital leases and financing agreements at November 28, 2015 and August 29, 2015 was approximately $33,778 and $32,535 respectively. Related accumulated amortization totaled $4,897 and $4,815 as of November 28, 2015 and August 29, 2015, respectively.

Note 6. Shareholders’ Equity

The Company paid regular cash dividends of $0.43 per common share totaling $26,391 for the thirteen weeks ended November 28, 2015. For the thirteen weeks ended November 29, 2014, the Company paid cash dividends of $208,781 which consisted of a special cash dividend of $3.00 per common share and regular cash dividends of $0.40 per common share totaling $184,218 and $24,563, respectively. On December 16, 2015, the Board of Directors declared a quarterly cash dividend of $0.43 per share payable on January 26, 2016 to shareholders of record at the close of business on January 12, 2016. The dividend will result in a payout of approximately $26,452, based on the number of shares outstanding at December 28, 2015.

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 any increments it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the thirteen week period ended November 28, 2015, the Company repurchased 97 shares of its Class A common stock for $5,796, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. Approximately 31 of these shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program. As of November 28, 2015, the maximum number of shares that can be repurchased under the Repurchase Plan was 1,677 shares.

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 week periods ended November 28, 2015 and November 29, 2014 was minimal.

Note 8. Income Taxes

During the thirteen week period ended November 28, 2015, 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.

Note 10. Recently Issued Accounting Standards

Deferred Taxes

In November 2015, the FASB issued Accounting Standards Update ASU (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified balance sheet. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

reporting period. The Company does not expect adoption of ASU 2015-17 to have a material impact on its financial position, results of operations or cash flows.

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 or net realizable value, which consists of the estimated selling prices in the ordinary course of business, less reasonably predictable cost 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 does not expect adoption of ASU 2015-11 to have a material impact on its financial position, results of operations or cash flows.

Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. For public business entities, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, entities are required to comply with the applicable disclosures for a change in an accounting principle. The Company does not expect adoption of ASU 2015-03 to have a material impact on its financial position, results of operations or cash flows.

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 2019 first quarter. Early application is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its condensed consolidated financial statements and related disclosures. The Company has neither selected a transition method, nor determined the impact that the adoption of the pronouncement may have on its financial position, results of operations or cash flows.

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 August 29, 2015 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.

General

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. Our goal is to help our customers drive greater productivity, profitability and growth with more than one million products, inventory management and other supply chain solutions, and deep expertise from 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.

Our experienced team of more than 6,500 associates works with our customers to help drive results for their businesses, from keeping operations running efficiently today to continuously rethinking, retooling, and optimizing for a more productive tomorrow. We offer approximately 1,070,000 stock-keeping units (“SKUs”) through our master catalogs; weekly, monthly and quarterly specialty and promotional catalogs; brochures; and the Internet, including our websites, mscdirect.com, and use-enco.com (the “MSC Websites”). 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 located in Canada) and 97 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.

We grew our field sales and service associate headcount to 2,346 at November 28, 2015, compared to 2,343 at November 29, 2014. Beginning in fiscal 2016, we have adjusted this headcount metric to include both field sales associates and service personnel. We believe this better reflects us as a sales and service organization given our increased concentration in inventory management solutions, including Vendor Managed Inventory (“VMI”) systems and vending machine systems. We will continue to manage the timing of our sales and service headcount expansion based on economic conditions and our selected mix of growth investments.

Business Environment

We utilize various indices when evaluating the level of our business activity. The Institute for Supply Management’s Purchasing Manager's Index (“PMI”), which measures the economic activity of the U.S. manufacturing sector, is important to our planning because it historically has been an indicator of our manufacturing customers’ activity. Approximately 69% of our revenues came from sales in the manufacturing sector during the first quarter of our fiscal year 2016, including certain national account customers. A PMI reading below 50.0% generally indicates that the manufacturing sector is expected to contract. Conversely, a PMI reading above 50.0% generally indicates that the manufacturing sector is expected to expand. The PMI evidenced a transition from an expanding to contracting manufacturing sector environment throughout the first quarter of fiscal year 2016. The ISM index was 48.2% for the month of December 2015 indicating contraction in manufacturing for the second consecutive month, and averaged 51.4% for the past twelve months. This is also its lowest level since June 2009. Details released with the most recent index indicate that economic activity in the manufacturing sector related to new orders and production has continued to contract for the second consecutive month; also, pricing continued to contract for the fourteenth consecutive month indicating a decrease in raw materials prices.

In addition to the PMI, we utilize The Metalworking Business Index (“MBI”). The MBI measures the economic activity of the metalworking industry, focusing only on durable goods manufacturing. The MBI functions similarly to the PMI, where a value below 50.0 generally indicates contraction and a value above 50.0 generally indicates expansion. The MBI of 43.2 showed that the industry contracted in November 2015 for the eighth month in a row and averaged 47.5 for the past twelve months. New orders, production and employment continued to contract, although at a slower rate than the previous month. Pricing fell sharply, reaching its lowest level since May 2009.

We will continue to monitor the current economic 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 November 28, 2015 Compared to the Thirteen Week Period Ended November 29, 2014

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
	November 28, 2015			November 29, 2014			Change

		$	%		$	%		$	%
Net sales	$	706,819	100.0%	$	731,091	100.0%	$	(24,272)	(3.3)%
Cost of goods sold		387,847	54.9%		400,942	54.8%		(13,095)	(3.3)%
Gross profit		318,972	45.1%		330,149	45.2%		(11,177)	(3.4)%
Operating expenses		228,584	32.3%		236,178	32.3%		(7,594)	(3.2)%
Income from operations		90,388	12.8%		93,971	12.9%		(3,583)	(3.8)%
Total other expense		(1,330)	(0.2)%		(762)	(0.1)%		(568)	74.5%
Income before provision for income taxes		89,058	12.6%		93,209	12.7%		(4,151)	(4.5)%
Provision for income taxes		34,029	4.8%		35,792	4.9%		(1,763)	(4.9)%
Net income	$	55,029	7.8%	$	57,417	7.9%	$	(2,388)	(4.2)%

Net Sales

Net sales decreased 3.3% or approximately $24.3 million, for the thirteen week period ended November 28, 2015. We estimate that this $24.3 million decrease in net sales is comprised of (i) approximately $24.4 million of lower sales volume, (ii) approximately $2.2 million from foreign exchange impact, partially offset by (iii) approximately $2.3 million from pricing, which includes changes in customer and product mix, discounting and other items. Of the above $24.3 million decrease in net sales, sales to our Large Account Customers increased by approximately $5.4 million, offset by a decrease in our remaining business by approximately $29.7 million.

The table below shows the change in our fiscal quarterly average daily sales by total company and by customer type from the same period in the prior fiscal year:


Average Daily Sales Percentage Change
(unaudited)

2016 vs. 2015 Fiscal Period	Thirteen Week Period Ended Fiscal Q1		% of Total Business

Total Company	(3.3)	%
Manufacturing Customers(1)	(4.9)	%	69.0	%
Non-Manufacturing Customers(1)	1.3	%	31.0	%

(1)

Excludes U.K. operations.

Exclusive of customers in the U.K., average order size decreased to approximately $414 for the thirteen week period ended November 28, 2015 as compared to $415 for the same period in the prior fiscal year.

We believe that our ability to transact business with our customers through various electronic portals and directly through the MSC Websites gives us a competitive advantage over smaller suppliers. Sales made through our eCommerce platforms, including sales made through Electronic Data Interchange systems, VMI systems, Extensible Markup Language

ordering based systems, vending machine systems, hosted systems and other electronic portals, represented 57.0% of consolidated net sales for the thirteen week period ended November 28, 2015, compared to 54.5% of consolidated net sales for the same period in the prior fiscal year.

Gross Profit

Gross profit margin was consistent at 45.1% for the thirteen week period ended November 28, 2015 as compared to 45.2% for the same period in the prior fiscal year.

Operating Expenses

Operating expenses decreased 3.2% to $228.6 million for the thirteen week period ended November 28, 2015, as compared to $236.2 million for the same period in the prior fiscal year. This decrease was primarily the result of lower sales volume related expenses, including freight expense and sales commissions, as well as cost savings initiatives implemented in the quarter. Freight expense was approximately $29.7 million for the thirteen week period ended November 28, 2015, as compared to approximately $32.6 million for the thirteen week period ended November 29, 2014. In addition, approximately $2.7 million of executive separation costs was included in operating expenses for the thirteen week period ended November 29, 2014. These decreases were partially offset by increases in medical costs.

Operating expenses represented approximately 32.3% of net sales for the thirteen week period ended November 28, 2015, which remained consistent with the thirteen week period ended November 29, 2014.

Payroll and payroll related costs increased to approximately 55.1% of total operating expenses for the thirteen week period ended November 28, 2015, as compared to approximately 51.9% for the thirteen week period ended November 29, 2014. Included in these costs are salary, incentive compensation, sales commission and fringe benefit costs. Fringe benefit costs were the main driver for the increase in payroll and payroll related costs for the thirteen week period ended November 28, 2015, as compared to the same period in the prior fiscal year, resulting from increased medical costs of our self-insured group health plan. There was an increase in the number of participants in the plan as a result of the increases in headcount which resulted in an increase in the number of medical claims filed. In addition, the average cost per claim increased due to large claims and increased cost as the Company transitions from a self-insured plan to a fully insured private healthcare exchange effective January 1, 2016. These increases were partially offset by decreases in incentive compensation and sales commissions.

Income from Operations

Income from operations decreased 3.8% to $90.4 million for the thirteen week period ended November 28, 2015, as compared to $94.0 million for the same period in the prior fiscal year. This decrease was primarily attributable to the decrease in gross profit, offset in part by the decrease in operating expenses discussed above. Income from operations as a percentage of net sales decreased to 12.8% for the thirteen week period ended November 28, 2015, as compared to 12.9% for the same period in the prior fiscal year primarily due to a decrease in gross profit margin as discussed above.

Provision for Income Taxes

The effective tax rate for the thirteen week period ended November 28, 2015 was 38.2%, as compared to 38.4% for the same period in the prior fiscal year.

Net Income

The factors which affected net income for the thirteen week period ended November 28, 2015, as compared to the same period in the previous fiscal year, have been discussed above.

Liquidity and Capital Resources

As of November 28, 2015, we held $37.9 million in cash and cash equivalent funds. We maintain a substantial portion of our cash, and invest our cash equivalents, with well-known financial institutions. Historically, our primary capital needs have been to fund our working capital requirements necessitated by our sales growth, the costs of acquisitions, adding new products, new facilities, facility expansions, investments in vending solutions, technology investments, and productivity investments. Cash generated from operations, together with borrowings under credit facilities, have been used to fund these needs, to repurchase shares of our Class A common stock, and to pay dividends. At November 28, 2015, total borrowings outstanding, representing amounts due under the Credit Facility (discussed below) and all capital leases and financing arrangements, were approximately $353.7 million. At August 29, 2015, total borrowings outstanding, representing amounts due under the Credit Facility and all capital leases and financing arrangements, were approximately $428.3 million.

As a distributor, our use of capital is largely for working capital to support our revenue base. Capital commitments for property, plant and equipment generally are limited to information technology assets, warehouse equipment, office furniture and fixtures, building and leasehold improvements, construction and expansion, and vending machines. Therefore, the amount of cash consumed or generated by operations other than from net earnings will primarily be due to changes in working capital as a result of the rate of increases or decreases in sales. In periods when sales are decreasing, as in the first quarter of our fiscal year 2016, the working capital needs are funded primarily by cash from operations.

We believe, based on our current business plan, that our existing cash, cash equivalents, 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.

We are continuing to take advantage of our strong balance sheet, which enables us to maintain optimal inventory and service levels to meet customer demands, while many of our smaller competitors in our fragmented industry continue to have difficulties in offering competitive service levels. We also believe that customers will continue to seek cost reductions and shorter cycle times from their suppliers. 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 drive 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”), VMI, and vending programs.

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


	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014

	(Amounts in thousands)
Net cash provided by operating activities	$	122,110	$	57,752
Net cash used in investing activities	$	(15,575)	$	(13,358)
Net cash used in financing activities	$	(106,897)	$	(44,744)
Effect of foreign exchange rate changes on cash and cash equivalents	$	(26)	$	(100)
Net decrease in cash and cash equivalents	$	(388)	$	(450)

Operating Activities

Net cash provided by operating activities for the thirteen week periods ended November 28, 2015 and November 29, 2014 was $122.1 million and $57.8 million, respectively. There are various increases and decreases contributing to this change. Decreases in inventories and accounts receivable as a result of decreased sales volume contributed to the majority of the increase in net cash provided by operating activities.

	November 28,		August 29,		November 29,
	2015		2015		2014

	(Dollars in thousands)
Working Capital	$	628,580	$	609,739	$	508,904
Current Ratio		2.7		2.4		2.0

The increase in working capital and the current ratio at November 28, 2015 compared to August 29, 2015 and November 29, 2014, is primarily related to the repayments under the revolving loan facility and term loan facility in fiscal 2016, partially offset by the decreases in inventories and accounts receivable.

Investing Activities

Net cash used in investing activities for the thirteen week periods ended November 28, 2015 and November 29, 2014 was $15.6 million and $13.4 million, respectively. This increase is primarily due to capital expenditures related to our customer fulfillment centers, including the completion of an expansion at our Harrisburg facility.

Financing Activities

Net cash used in financing activities for the thirteen week periods ended November 28, 2015 and November 29, 2014 was $106.9 million and $44.7 million, respectively. The major components contributing to the use of cash for the thirteen week period ended November 28, 2015 were repayments on the Credit Facility of $111.3 million related to both the revolving loan facility and term loan facility, cash dividends paid of $26.4 million, and the repurchase of shares of Class A common stock of $5.8 million. This was partially offset by borrowings under the revolving loan facility in the amount of $35.0 million. The major components contributing to the use of cash for the thirteen week period ended November 29, 2014 were cash dividends paid of $208.8 million, and repayments on the Credit Facility of $76.3 million related to both the revolving loan facility and term loan facility. This was partially offset by borrowings under the revolving loan facility in the amount of $235.0 million.

Long-term Debt and Credit Facilities

In April 2013, in connection with the acquisition of CCSG, we entered into a $650.0 million credit facility (the “Credit Facility”). The Credit Facility, which matures in April 2018, provides for a five-year unsecured revolving loan facility in the aggregate amount of $400.0 million and a five-year unsecured term loan facility in the aggregate amount of $250.0 million.

During the thirteen week period ended November 28, 2015, we borrowed $35.0 million under the revolving loan facility and repaid $105.0 million of the revolving loan balance and $6.3 million of the term loan. As of November 28, 2015, there were $206.3 million and $118.0 million of borrowings outstanding under the term loan facility and the revolving credit facility, respectively, of which $149.3 million represents current maturities. As of August 29, 2015, there were $212.5 million and $188.0 million of borrowings outstanding under the term loan facility and the revolving credit facility, respectively, of which $213.0 million represents current maturities.

At November 28, 2015, we were in compliance with the operating and financial covenants of the Credit Facility. The Company repaid borrowings of $6.0 million under the revolving loan facility and $6.3 million under the term loan facility in December 2015. The current unused balance of $288.0 million of the revolving loan facility is available for working capital purposes, if necessary.

Related Party Transactions

We are affiliated with one real estate entity (the “Affiliate”), which leased property to us as of November 28, 2015. The Affiliate is owned by our principal shareholders (Mitchell Jacobson, our Chairman, and his sister, Marjorie Gershwind Fiverson, and by their family related trusts). We paid rent under an operating lease to the Affiliate for the thirteen weeks ended November 28, 2015 of approximately $0.6 million, in connection with our occupancy of our Atlanta Customer Fulfillment Center.

Contractual Obligations

Capital Lease and Financing Arrangements

In connection with the construction of the Company’s new customer fulfillment center in Columbus, Ohio, the Company entered into a long-term lease with the Columbus-Franklin County Finance Authority. The lease has been classified as a capital lease in accordance with ASC Topic 840. At November 28, 2015, the capital lease obligation was approximately $27.0 million.

From time to time, we enter into capital leases and financing arrangements to purchase certain equipment. Excluding the Columbus facility capital lease discussed above, we currently have various capital leases and financing obligations for certain information technology equipment in the amount of $6.8 million, of which $2.4 million remains outstanding at November 28, 2015. Refer to Note 5 in our condensed consolidated financial statements.

Operating Leases

As of November 28, 2015, certain of our operations are conducted on leased premises, of which one location is leased from an Affiliate (which requires us to provide for the payment of real estate taxes and other operating costs), as noted above. These leases are for varying periods, the longest extending to the year 2030. In addition, we are obligated under certain equipment and automobile operating leases, which expire on varying dates through 2020.

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 and self-insured group health plan 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 August 29, 2015.

Recently Issued Accounting Standards

See Note 10 to the accompanying 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 August 29, 2015. Please refer to the Annual Report on Form 10-K for the fiscal year ended August 29, 2015 for 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, including the Chief Executive Officer and Chief Financial Officer, 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 change 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 November 28, 2015 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 August 29, 2015, 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.

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 November 28, 2015:



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
08/30/15 - 9/29/15	—	$	—	—	1,742,548
9/30/15 - 10/29/15	30,813		59.75	—	1,742,548
10/30/15 - 11/28/15	65,998		59.91	65,655	1,676,893
Total	96,811	$	59.86	65,655

(1)

During the thirteen weeks ended November 28, 2015, 31,156 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. As of November 28, 2015, the maximum number of shares that may yet be repurchased under the Repurchase Plan was 1,676,893 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.

Item 6. Exhibits




Exhibits:
10.1	Change in Control Agreement, dated September 24, 2015 between MSC Industrial Direct Co., Inc. and Rustom Jilla (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2015).
10.2	Summary of Non-Executive Directors’ Compensation.*
10.3	Form of Non-Qualified Stock Option Agreement under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan.*
10.4	Form of Restricted Stock Unit Agreement under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan.*
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.*


*		Filed herewith.
**		Furnished herewith.

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: January 7, 2016	By:	/s/ ERIK GERSHWIND President and Chief Executive Officer (Principal Executive Officer)
Dated: January 7, 2016	By:	/s/ RUSTOM JILLA Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX


Exhibit No.	Exhibit
10.1	Change in Control Agreement, dated September 24, 2015 between MSC Industrial Direct Co., Inc. and Rustom Jilla (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 24, 2015).
10.2	Summary of Non-Executive Directors’ Compensation.*
10.3	Form of Non-Qualified Stock Option Agreement under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan.*
10.4	Form of Restricted Stock Unit Agreement under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan.*
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.*

*Filed herewith.

**Furnished herewith.

Exhibit 10.2

Summary of Non-Executive Directors’ Compensation

Our non-executive directors are entitled to receive the following compensation, with changes effective immediately following the company’s 2016 annual meeting of shareholders:

an annual retainer of $50,000 per director for service on our Board;

a fee for attendance at Board meetings of $2,000 per meeting;

a fee for attendance at Board Committee meetings of $1,700 per meeting;

an annual retainer of $20,000 for the Chairman of the Audit Committee, and an annual retainer of $10,000 for each of the Chairman of the Compensation Committee and the Chairman of the Nominating and Corporate Governance Committee; and

upon each director's (other than Mr. Mitchell Jacobson) election or re-election to our Board at the annual shareholders meeting, a restricted stock unit award per director consisting of such number of units having an aggregate fair market value of $115,000 on the date of grant; 50% of these units vest and convert to shares on the first anniversary of the date of grant and 50% vest and convert to shares on the second anniversary of the date of grant. In lieu of the restricted stock unit award, Mr. Jacobson receives an annual cash payment of $115,000, paid quarterly in arrears.

Directors’ cash compensation is paid quarterly in arrears. The cash compensation of directors who serve less than a full quarter is pro-rated for the number of days actually served. Directors who are appointed between annual shareholders meetings receive a pro-rated equity award upon appointment to our Board. In addition, we reimburse our non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending in-person board or committee meetings and for fees incurred in attending continuing education courses for directors that are approved in advance by the company.

The standing committees of the Board of Directors currently are the Audit, Compensation, and Nominating and Corporate Governance Committees.

-1-

Exhibit 10.3

MSC INDUSTRIAL DIRECT CO., INC.

2015 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT (the “Agreement”), dated as of _____________ __, 201_, by and between MSC Industrial Direct Co., Inc. (the “Company”), having an address at 75 Maxess Road, Melville, New York 11747, and __________ (the “Grantee”), having an address at _________________________________________________.

In accordance with Article 5 of the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “Plan”) and subject to the terms of the Plan and this Agreement, the Company hereby grants to the Grantee an option (the “Option”) to purchase all or any part of an aggregate of _______ shares (the “Shares”) of Class A common stock, $.001 par value per share, of the Company (the “Stock”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Plan.

To evidence the Option and to set forth its terms, the Company and the Grantee agree as follows:

1. Confirmation of Grant. The Company hereby evidences the Option granted to the Grantee as of _________, 201_, the date of the grant of the Option by the Company’s Compensation Committee of the Board of Directors (the “Committee”). The Option granted hereby is a Non-Qualified Stock Option and is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Number of Shares. This Option shall be for an aggregate of _______ Shares (subject to adjustment as provided in Section 12.2 of the Plan).

3. Exercise Price. The exercise price shall be $__.__ per Share (the “Exercise Price”) (subject to adjustment as provided in Section 12.2 of the Plan). The Exercise Price reflects 100% of the Fair Market Value of one Share of Stock as calculated under the Plan.

4. Term and Vesting of the Option. The Option shall expire on _________, 202_, and, except as otherwise provided herein, shall vest and be exercisable prior to its expiration at such times and for such number of whole Shares as follows:

(a) On or after _______, 201_, the Option shall be exercisable for up to 25% of the total number of Shares subject to this Option;

(b) On or after ________, 201_, the Option shall be exercisable for up to an additional 25% (for a cumulative total of 50%) of the total number of Shares subject to this Option;

(c) On or after ________, 201_, the Option shall be exercisable for up to an additional 25% (for a cumulative total of 75%) of the total number of Shares subject to this Option; and

(d) On or after ________, 201_, the Option shall be exercisable for up to an additional 25% (for a cumulative total of 100%) of the total number of Shares subject to this Option.

Notwithstanding the foregoing provisions of this Paragraph 4, and, except as otherwise provided herein, any portion of the Option which is not otherwise exercisable at the time of the Grantee’s termination of employment (or provision of services, if applicable) with the Company and its Subsidiaries shall not become exercisable after such termination.

5. Exercise of Option. To exercise this Option as to all or part of the vested portion, the Grantee (or the Grantee’s executor, administrator, guardian or legal representative) must give notice of exercise (“Notice of Exercise”) to the Company or its designated agent, specifying the number of whole Shares to be purchased. The Notice of Exercise shall be in such form, made in such manner, and shall comply with such other requirements as the Committee may prescribe from time to time.

Notwithstanding the foregoing, (i) the Grantee (or any permitted successor) shall take whatever additional actions, including, without limitation, the furnishing of an opinion of counsel, and execute whatever additional documents the Company may, in its sole discretion, deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed by the Plan, this Agreement or applicable law, and (ii) the Company may restrict the Grantee’s ability to exercise the Option during any period when such exercise would constitute a violation of the Company’s insider trading policy or any applicable federal or state securities or other law or regulation. In the event that on the last business day of the term of the Option (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by the Grantee due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement. If on the last day of the term of an Option (as such term may be extended as provided in the immediately preceding sentence), the Fair Market Value of one Share exceeds the Exercise Price, the Grantee has not exercised the Option and the Option has not expired or otherwise terminated, the Option shall be deemed to have been exercised by the Grantee on such day with payment made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Grantee the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and minimum statutory withholding taxes; provided, however, any fractional Share shall be settled in cash.

6. Payment. Full payment of the Exercise Price shall be made at the time of exercise and shall be made:

-2-

(a) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds);

(b) by tendering previously acquired Shares (either actually or by attestation) valued at their Fair Market Value;

(c) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total Exercise Price;

(d) by the Company withholding Shares otherwise issuable in connection with the exercise of the Option, valued at their Fair Market Value;

(e) through a broker-assisted cashless exercise program approved by the Company; or

(f) any combination of any of the foregoing.

7. Issuance of Shares. Provided that the Notice of Exercise and payment are in form and substance satisfactory to the Company, the Company shall deliver to the Grantee (or his or her permitted successor) a certificate or certificates for the number of Shares in respect of which the Option shall have been exercised (less the number of Shares, if any, utilized in the payment of the Exercise Price as permitted under Paragraph 6 and less the number of Shares, if any, withheld to satisfy withholding taxes as permitted under Paragraph 15). Upon exercise of the Option (or a portion thereof), the Company shall have a reasonable time to issue the Stock for which the Option has been exercised, and the Grantee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Stock is recorded as issued and transferred in the Company’s official stockholder records, except as otherwise provided in the Plan or the Agreement.

8. Limitations On Transfer. This Option and all rights granted hereunder shall not be transferred by the Grantee, other than by will or by the laws of descent and distribution, shall not otherwise be assigned, pledged or hypothecated in any way, and shall not be subject to execution, attachment or similar process. Any attempt to transfer this Option, other than as provided above, or to assign, pledge or hypothecate or otherwise dispose of this Option or of any rights granted hereunder contrary to the provisions hereof, or upon the levy of any attachment or similar process upon this Option or such rights, shall be null and void. The Option shall be exercised during the Grantee’s lifetime only by the Grantee or by the Grantee’s guardian or the Grantee’s legal representative. The terms of this Option shall be binding upon the executors, administrators and permitted successors and assigns of the Grantee.

9. Termination of Employment or Provision of Services by Death or Disability. If the Grantee’s employment with or provision of services for the Company and its Subsidiaries terminates by death or Disability, the Option shall become exercisable in full for a period of one year from the date of such death or Disability or until the expiration of the stated term of such Option, whichever period is shorter. For purposes of this Agreement, “Disability” shall mean

-3-

any mental or physical illness that would qualify the Grantee for a disability under any long-term disability plan maintained by the Company or any Subsidiary that is applicable to such Grantee.

10. Termination of Employment or Provision of Services by Retirement. If the Grantee’s employment with or provision of services for the Company and its Subsidiaries terminates by reason of Grantee’s Retirement, the Option shall become exercisable in full for a period of one year from the date of such termination or until the expiration of the stated term of such Option, whichever period is shorter. For purposes of this Agreement, “Retirement” shall mean termination of employment or provision of services without Cause, death or Disability on or after age 65 with 5 years of service.

11. Involuntary Termination of Employment or Provision of Services for Cause. If the Grantee’s employment with or provision of services for the Company and its Subsidiaries terminates for Cause, vesting of all outstanding Options held by the Grantee covered hereunder shall thereupon terminate and all Options held by the Grantee covered hereunder shall thereupon terminate and be forfeited. For purposes of this Agreement (other than for purposes of determinations made under Article 11 of the Plan), “Cause” shall mean (i) the willful and continued failure by the Grantee to substantially perform his or her duties with the Company and its Subsidiaries (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) the engaging by the Grantee in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise, (iii) the engaging by Grantee in fraud, breach of fiduciary duty, dishonesty, misappropriation or other actions that cause damage to the property or business of the Company or its Subsidiaries, or (iv) the Grantee’s conviction of, or entering a plea of nolo contendere to, a felony. In addition, the Grantee’s service or employment will be deemed to have terminated for Cause, if after the Grantee’s service or employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause (and any portion of the Option exercised after the occurrence of the conduct that would have justified a termination for Cause shall be subject to recoupment by the Company). Any determination of Cause shall be made by the Committee, in its sole discretion.

12. Involuntary Termination of Employment or Provision of Services Without Cause. If the Grantee’s employment with or provision of services (including as a Non-Executive Director) for the Company and its Subsidiaries terminates involuntarily for any reason other than death, Disability, Retirement or Cause, the Option held by the Grantee covered hereunder may thereafter be exercised, to the extent it was exercisable at the time of termination, for a period of 30 days from the date of such termination of employment or provision of services or until the expiration of the stated term of such Option, whichever period is shorter. Notwithstanding the foregoing, to the extent the Option is unvested or unexercisable at the date of termination, the Option shall thereupon terminate. For purposes of this Option, the Grantee’s employment with or provision of services shall be deemed to have terminated if the entity for which the Grantee is providing services ceases to be a Subsidiary.

13. Other Termination of Employment or Provision of Services. If the Grantee’s employment with or provision of services for the Company and its Subsidiaries is terminated by the Grantee for any reason other than death, Disability or Retirement, the Option may thereafter

-4-

be exercised, to the extent it was exercisable at the time of termination, for a period of 30 days from the date of such termination of employment or provision of services or until the expiration of the stated term of such Option, whichever period is shorter. Notwithstanding the foregoing, to the extent the Option is unvested or unexercisable at the date of termination, the Option shall thereupon terminate.

14. Tolling. Notwithstanding the foregoing, to the extent permitted under Section 409A of the Code, the exercise period following a termination described in Paragraphs 9, 10, 12 or 13 above shall be tolled for any applicable window/blackout period restrictions under the Company’s insider trading policy.

15. Taxes and Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for federal income tax purposes with respect to the exercise of the Option, the Grantee shall make arrangements satisfactory to the Company regarding the payment of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under the Plan shall be conditional on such payment arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee. The Committee may establish such procedures as it deems appropriate for such settlement of withholding obligations with Grantee. The Grantee may satisfy such tax obligations by directing the Company to retain Shares (valued at their Fair Market Value) up to the minimum required tax withholding rate for the Grantee (or such other rate that will not cause an adverse accounting consequence or cost) otherwise deliverable in connection with the exercise of the Option.

16. Special Forfeiture and Repayment Provisions.

(a) If the Grantee, while providing services to the Company or any Subsidiary, or after cessation of such service, violates a confidentiality, non-competition or non-solicitation covenant or agreement, as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, portion of the Option may, at the Committee’s discretion, be canceled and the Grantee shall automatically forfeit any rights the Grantee may have with respect to the Option as of the date of such determination, and (ii) if the Grantee (or his or her permitted transferee) has exercised all or any portion of the Option within the twelve (12)-month period immediately preceding the date of the earliest violation by the Grantee (or following the date of the earliest violation), then, upon the Company’s demand, the Grantee shall immediately deliver to the Company certificate(s) for the number of shares of Stock received upon such exercise or, if any shares have been sold, the Grantee shall immediately remit to the Company, in cash, the proceeds of any such sale(s), reduced, in each case, by the Exercise Price of the Option. Notwithstanding the foregoing, in the event of a Change in Control, the Company’s right to cancel the Option or to require forfeiture or repayment, as provided above, shall terminate without prejudice to any rights that the Company otherwise may have under applicable law.

(b) The Grantee hereby acknowledges and agrees that the restrictions contained in this Paragraph 16 are being made for the benefit of the Company in consideration of the Grantee’s receipt of the Option. The Grantee further acknowledges and agrees that the

-5-

receipt of the Option is a voluntary action on the part of the Grantee and that the Company is unwilling to provide the Option to the Grantee without including the restrictions contained herein.

(c) The Grantee hereby consents to a deduction from, and set-off against, any amounts owed to the Grantee by the Company or its Subsidiaries from time to time to the extent of any amounts owed to the Company by the Grantee hereunder.

(d) The forfeiture and repayment provisions of this Option are in addition to, and not in lieu of, any other remedies that the Company may have in the event of a violation by the Grantee of any confidentiality, non-competition or non-solicitation covenant in any agreement between the Grantee and the Company or any of its Subsidiaries.

17. Incentive Compensation Recoupment Policy. The Grantee hereby further agrees that the Grantee shall be subject to any clawback, recoupment or other similar policy that the Company adopts, including the Company’s Executive Incentive Compensation Recoupment Policy, and acknowledges and agrees that the Option, the Shares issued or to be issued and/or amounts paid or to be paid hereunder and/or amounts received with respect to any sale of such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of such policy. The Grantee agrees and consents to the Company’s application, implementation and enforcement of (i) any such policy established by the Company that may apply to the Grantee and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate such policy or applicable law without further consent or action being required by the Grantee. To the extent that the terms of this Agreement and such policy conflict, then the terms of such policy shall prevail.

18. Change in Control. The provisions of the Plan applicable to a Change in Control shall apply to the Option, and the Committee may take such actions as it deems appropriate pursuant to the Plan.

19. Nature of Grant. In accepting this Option, the Grantee acknowledges and agrees that:

(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time;

(b) the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past;

(d) the Grantee’s participation in the Plan is voluntary;

-6-

(e) the Grantee’s participation in the Plan shall not create a right to further employment with the Company or any Subsidiary and shall not interfere with the ability of the Company or any Subsidiary to terminate the Grantee’s employment relationship at any time;

(f) this Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary and is outside the scope of the Grantee’s employment or service contract, if any;

(g) the future value of the Shares underlying this Option is unknown and cannot be predicted with certainty;

(h) if the Grantee exercises this Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price;

(i) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Option resulting from the Grantee’s termination of service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of this Option to which the Grantee is otherwise not entitled, the Grantee irrevocably agrees never to institute any claim against the Company and/or any Subsidiary, waives the Grantee’s ability, if any, to bring any such claim, and releases the Company and/or any Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(j) for a Grantee residing outside of the U.S.A:

(A) this Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;

(B) this Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for the Company or any Subsidiary; and

(C) in the event of the Grantee’s termination of service (whether or not in breach of local labor laws), the Grantee’s right to vest in the Option under the Plan, if any, will terminate effective as of the date of termination of service; and the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively providing service for purposes of this Option.

20. Effect of Amendment of Plan; Amendment of Agreement. No discontinuation, modification, or amendment of the Plan may, without the express written consent of the Grantee, adversely affect the rights of the Grantee under this Option, except as expressly provided under the Plan.

-7-

This Agreement may be amended as provided under the Plan, but except as provided thereunder shall not adversely affect the Grantee’s rights hereunder without Grantee’s consent.

21. No Limitation on Rights of the Company; Adjustment of Option. The grant of this Option shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets. The number and kind of shares subject to the Option, the Exercise Price thereof, and other related terms shall be adjusted by the Committee in accordance with Section 12.2 of the Plan.

22. Rights as a Shareholder. The Grantee shall have the rights of a shareholder with respect to the Shares covered by the Option only upon becoming the holder of record of those Shares.

23. Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue or deliver or cause to be issued or delivered any certificates for Shares pursuant to the exercise of the Option, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority, and the requirements of any exchange upon which Shares are traded. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement. The Company may require, as a condition of the issuance and delivery of such certificates and in order to ensure compliance with such laws, regulations, and requirements, that the Grantee make such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable.

24. Agreement Not a Contract of Employment or Other Relationship. This Agreement is not a contract of employment, and the terms of employment of the Grantee or other relationship of the Grantee with the Company or any of its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of an employment or other relationship with the Company or any of its Subsidiaries, nor shall it interfere with the right of the Company or any of its Subsidiaries to discharge the Grantee and to treat him or her without regard to the effect which such treatment might have upon him or her as a Grantee.

25. Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the grant or exercise of the Option and the disposition of the Shares obtained thereby. The Grantee should consult his or her own tax advisor for information concerning the tax consequences of the grant and exercise of the Option.

26. Data Privacy. As a condition of acceptance of this Option, the Grantee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Paragraph 26 by and among, as applicable, the Company and

-8-

its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and its Subsidiaries hold certain personal information about the Grantee, including the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor (the “Data”), for the purpose of implementing, managing and administering the Plan. The Grantee further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Grantee’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management, and administration of the Plan. The Grantee understands that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares. The Grantee understands that the Data will be held only as long as is necessary to implement, manage, and administer the Grantee’s participation in the Plan. The Grantee understands that if he or she resides outside the United States, he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment status and position with the Company or its Subsidiary will not be affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee Awards or administer or maintain such Awards. Therefore, the Grantee understands that refusing or withdrawing the Grantee’s consent may affect his or her ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

27. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by the intended recipient.

28. Governing Law. Except to the extent preempted by Federal law, this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York without regard to any principles thereof relating to the conflicts of laws that would result in the application of the laws of any other jurisdiction. The parties agree that the state and

-9-

federal courts located in the State of New York, County of Suffolk, shall have exclusive jurisdiction in any action, suit or proceeding based on or arising out of this Agreement and the parties hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding; (c) agree that venue is proper and convenient in such forum; (d) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, subject matter jurisdiction, venue, or service of process; and (e) waive the right, if any, to a jury trial.

29. Acknowledgment; Interpretation of Agreement and Plan. The Grantee acknowledges receipt of a copy of the Plan, and represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions of this Agreement and of the Plan. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Commitee with respect to any questions arising under this Agreement or the Plan.

30. Entire Agreement. The Plan and this Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter hereof. To the extent any provisions of the Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.

-10-

IN WITNESS WHEREOF, the Company and the Grantee have duly executed this Agreement as of the date first written above.

MSC INDUSTRIAL DIRECT CO., INC.

By: ________________________________

Name: Nancy Coco

Title: Sr. Compensation Analyst

GRANTEE:

By: ________________________________

Name:

-11-

Exhibit 10.4

MSC INDUSTRIAL DIRECT CO., INC

2015 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into on the date set forth on the signature page hereto, by and between MSC Industrial Direct Co., Inc. (the “Company”) and [ASSOCIATE NAME] (the “Participant”). The Company and the Participant may hereinafter each be referred to as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire to enter into this Agreement for the purpose of establishing the terms and conditions of restricted stock units that have been granted to the Participant.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.Capitalized terms used but not defined herein shall have the meanings given to such terms in the Company’s 2015 Omnibus Incentive Plan (the “Plan”).

2. Grant of Award. The Participant is hereby awarded (the “Award”) [INSERT #] restricted stock units (“RSUs”) issued under the Plan, evidencing the grant thereof by the Compensation Committee of the Board of Directors of the Company on ________, 20__ (the “Award Date”), and the Participant hereby accepts the Award, in each case, on the terms and subject to the conditions set forth in this Agreement.

3. Vesting Dates. Subject to Sections 7, 8, 9, 11 and 13 below, the applicable percentage of the RSUs shall vest on each “Vesting Date” in accordance with the following schedule, provided that the Participant remains an associate of, or in the service of, the Company (or a Subsidiary) during the entire period commencing on the Award Date and ending on the applicable Vesting Date:

Vesting Date	Percentage of RSUs Vested
_________, 201_	20%
_________, 201_	40%
_________, 201_	60%
_________, 201_	80%
_________, 201_	100%

4. Settlement; Rights as a Shareholder. Upon vesting, each RSU shall be converted into the right to receive one share of the Company’s Class A Common Stock, par value $.001 per share (a “Share”) upon settlement. Settlement of vested RSUs shall be made promptly following the date such RSUs shall have vested and in any case within sixty (60) days following the date of vesting, provided that the Participant shall not be permitted, directly or indirectly, to designate the year of settlement. Any fractional share upon vesting shall be used to satisfy the Company’s withholding obligation.

Unless and until such time as Shares are issued in settlement of vested RSUs, the Participant shall have no ownership of the Shares allocated to the RSUs and, subject to the provisions of Section 5, shall have no rights as a shareholder with respect to such Shares. Upon settlement, the Company shall cause the Company’s transfer agent to issue a certificate or certificates for the Shares in the name of the Participant, or to make a book entry record of such issuance, and the Participant shall thereupon have all rights as a shareholder with respect to such Shares, including the right to vote such Shares and to receive all dividends and other distributions paid with respect to such Shares. The Company may place on the certificates representing the Shares such legend or legends as the Company may deem appropriate and the Company may place a stop transfer order with respect to such Shares with the transfer agent(s) for the Shares.

5. Dividend Equivalents. Any dividends paid in cash on Shares prior to vesting of the RSUs shall be credited to the Participant as additional RSUs, as if the RSUs then held by the Participant had been converted to Shares. The amount of such credit, which may be in whole and/or fractional RSUs (carried to three decimals), shall be determined based on the Fair Market Value of Shares on the date of payment of such dividend. All such additional RSUs credited to the Participant shall be subject to the same vesting requirements applicable to the RSUs underlying the Award and shall be settled in accordance with, and at the time of, settlement of vested RSUs pursuant to this Agreement.

6. No Transfer. This Award and the RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the RSUs shall be forfeited.

7. Termination of Employment or Provision of Services by Reason of Death, Disability or Retirement. If the Participant’s employment with or provision of services for the Company and its Subsidiaries terminates by reason of death, Disability or Retirement, the RSUs shall fully vest and any forfeiture restrictions on this Award shall lapse on the date of such death, Disability or termination of employment by reason of Retirement. For purposes of this Agreement, “Disability” shall mean (as determined by the Committee in its sole discretion) any mental or physical illness that would qualify the Participant for a disability under any long-term disability plan maintained by the Company or any Subsidiary that is applicable to such Participant, provided that if necessary for the Award to satisfy Section 409A of the Code, a “Disability” must also be a disability within the meaning of Section 409A; and “Retirement” shall mean termination of employment or provision of services without Cause, death or Disability on or after age 65 with 5 years of service.

-2-

8. Other Termination of Employment or Provision of Services. If the Participant’s employment or provision of services (including as a Non-Executive Director) is terminated for any reason other than death, Disability or Retirement, this Award and the RSUs represented by this Award that have not yet vested as of such date shall be forfeited to the Company forthwith and all rights of the Participant under this Award and such unvested RSUs represented by this Award shall immediately terminate. For purposes of this Award, the termination date shall be the last day of employment and shall not be extended by any actual or deemed period of notice of termination, whether under statute, common law, contract or otherwise. For purposes of this Award, the Participant’s employment with or provision of services shall be deemed to have terminated if the entity for which the Participant is providing services ceases to be a Subsidiary. In addition, the Participant’s service or employment will be deemed to have terminated for Cause, if after the Participant’s service or employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause (and any Shares that may have been issued upon settlement of vested RSUs after the occurrence of the conduct that would have justified a termination for Cause shall be subject to recoupment by the Company, and if such Shares are no longer held by the Participant, then the Participant shall pay to the Company a sum equal to the Fair Market Value of the Shares at the time such Shares were issued). Any determination of Cause shall be made by the Committee, in its sole discretion. For purposes of this Agreement (other than for purposes of determinations made under Article 11 of the Plan), “Cause” shall mean (i) the willful and continued failure by the Participant to substantially perform his or her duties with the Company and its Subsidiaries (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) the engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise, (iii) the engaging by Participant in fraud, breach of fiduciary duty, dishonesty, misappropriation or other actions that cause damage to the property or business of the Company or its Subsidiaries, or (iv) the Participant’s conviction of, or entering a plea of nolo contendere to, a felony.

9. Withholding Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Participant for income tax purposes with respect to the Award granted hereunder, the Participant shall make arrangements satisfactory to the Company regarding the payment of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless the Participant elects, with respect to each particular vesting event, to satisfy his or her withholding obligation with a cash payment in accordance with rules established by the Committee, the Participant shall be deemed to have, and by his or her signature hereto hereby does, instruct the Company to satisfy the Company’s minimum statutory withholding obligations with Shares that are to be delivered upon settlement of the RSUs. Changes to this instruction to pay withholding obligations in Shares (i.e., to make arrangements to pay withholding obligations in cash) can only be made during the “trading window” prior to the vesting event under the Company’s Insider Trading Policy. Notwithstanding any provision herein to the contrary, in the event an Award becomes subject to FICA taxes at a time when the Award would not otherwise vest pursuant to Section 3, the Company shall (and without providing the Participant with an election) settle a sufficient number of RSUs determined based on the Fair Market Value on the date of settlement that does not exceed the applicable minimum statutory withholding tax obligation with respect to such FICA taxes and any federal, state or local income taxes that may apply as a result of such accelerated settlement of RSUs and the Company shall withhold such amounts to satisfy such FICA and any

-3-

related income tax liability; provided, however, that any such accelerated settlement of RSUs shall be made only to the extent permitted under Treasury Regulations section 1.409A-3(j)(4)(vi).

The obligations of the Company under the Plan shall be conditional on such payment arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish such procedures as it deems appropriate for the settlement of withholding obligations with Shares. The Participant should consult his or her own tax advisor for more information concerning the tax consequences of the grant and settlement of RSUs under this Agreement.

10. Death of Participant. If any of the RSUs shall vest upon the death of the Participant, any Shares to be delivered upon settlement shall be registered in the name of the estate of the Participant unless the Company shall have theretofore received in writing a beneficiary designation, in which event they shall be registered in the name of the designated beneficiary.

11. Special Forfeiture and Repayment Provisions.

(a) If the Participant, while providing services to the Company or any Subsidiary, or after cessation of such service, violates a confidentiality, non-competition or non-solicitation covenant or agreement, as determined by the Committee in its sole discretion, then (i) this Award and the RSUs represented by this Award that have not yet vested as of such date shall be forfeited to the Company forthwith and all rights of the Participant under this Award and such unvested RSUs represented by this Award shall immediately terminate, and (ii) if any RSUs have vested within the twelve (12)-month period immediately preceding the date of the earliest violation by the Participant (or following the date of the earliest violation), then, upon the Company’s demand, the Participant shall immediately deliver to the Company certificate(s) for the number of Shares delivered upon settlement of such RSUs or, if any shares have been sold, the Participant shall immediately remit to the Company, in cash, the proceeds of any such sale(s). Notwithstanding the foregoing, in the event of a Change in Control, the Company’s right to cancel the Award or to require forfeiture or repayment, as provided above, shall terminate without prejudice to any rights that the Company otherwise may have under applicable law.

(b) The Participant hereby acknowledges and agrees that the restrictions contained in this Section 11 are being made for the benefit of the Company in consideration of the Participant’s receipt of the Award. The Participant further acknowledges and agrees that the receipt of the Award is a voluntary action on the part of the Participant and that the Company is unwilling to provide the Award to the Participant without including the restrictions contained herein.

(c) The Participant hereby consents to a deduction from, and set-off against, any amounts owed to the Participant by the Company or its Subsidiaries from time to time to the extent of any amounts owed to the Company by the Participant hereunder.

-4-

(d) The forfeiture and repayment provisions of this Award are in addition to, and not in lieu of, any other remedies that the Company may have in the event of a violation by the Participant of any confidentiality, non-competition or non-solicitation covenant in any agreement between the Participant and the Company or any of its Subsidiaries.

12. Incentive Compensation Recoupment Policy. The Participant hereby further agrees that the Participant shall be subject to any clawback, recoupment or other similar policy that the Company adopts, including the Company’s Executive Incentive Compensation Recoupment Policy, and acknowledges and agrees that the Award, the Shares issued and/or amounts paid or to be paid hereunder and/or amounts received with respect to any sale of such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of such policy. The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) any such policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate such policy or applicable law without further consent or action being required by the Participant. To the extent that the terms of this Agreement and such policy conflict, then the terms of such policy shall prevail.

13. Change in Control. The provisions of the Plan applicable to a Change in Control shall apply to this Award, and the Committee may take such actions as it deems appropriate pursuant to the Plan.

14. Nature of Grant. In accepting this Award, the Participant acknowledges and agrees that:

(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Company at any time;

(b) the grant of this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;

(d) the Participant’s participation in the Plan is voluntary;

(e) the Participant’s participation in the Plan shall not create a right to further employment with the Company or any Subsidiary and shall not interfere with the ability of the Company or any Subsidiary to terminate the Participant’s employment relationship at any time;

(f) this Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or any Subsidiary and is outside the scope of the Participant’s employment or service contract, if any;

(g) the future value of the Shares underlying this Award is unknown and cannot be predicted with certainty;

-5-

(h) no claim or entitlement to compensation or damages shall arise from the forfeiture of unvested RSUs under the Award resulting from the Participant’s termination of service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of this Award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company and/or any Subsidiary, waives the Participant’s ability, if any, to bring any such claim, and releases the Company and/or any Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(i) for a Participant residing outside of the U.S.A:

(A) this Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;

(B) this Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to past services for the Company or any Subsidiary; and

(C) in the event of the Participant’s termination of service (whether or not in breach of local labor laws), the Participant’s right to vest under the Plan, if any, will terminate effective as of the date of termination of service; and the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of this Award.

15. Effect of Amendment of Plan; Amendment of Agreement. No discontinuation, modification, or amendment of the Plan may, without the express written consent of the Participant, adversely affect the rights of the Participant under this Award, except as expressly provided under the Plan.

This Agreement may be amended as provided under the Plan, but except as provided thereunder any such amendment shall not adversely affect Participant’s rights hereunder without Participant’s consent.

16. No Limitation on Rights of the Company; Adjustment of Award. The grant of this Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets. The number and kind of shares subject to this Award and other related terms shall be adjusted by the Committee in accordance with Section 12.2 of the Plan.

17. Compliance with Applicable Law. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue or deliver or cause to be issued or delivered any certificates for Shares, unless and until the Company is advised by its counsel that the

-6-

issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authority, and the requirements of any exchange upon which Shares are traded. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement. The Company may require, as a condition of the issuance and delivery of such certificates and in order to ensure compliance with such laws, regulations, and requirements, that the Participant makes such covenants, agreements, and representations as the Company, in its sole discretion, considers necessary or desirable.

18. Agreement Not a Contract of Employment or Other Relationship. This Agreement is not a contract of employment, and the terms of employment of the Participant or other relationship of the Participant with the Company or any of its Subsidiaries shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this Agreement shall not be construed as conferring any legal rights upon the Participant for a continuation of an employment or other relationship with the Company or any of its Subsidiaries, nor shall it interfere with the right of the Company or any of its Subsidiaries to discharge the Participant and to treat him or her without regard to the effect which such treatment might have upon him or her as a Participant.

19. Data Privacy. As a condition of acceptance of this Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section 19 by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (the “Data”), for the purpose of implementing, managing and administering the Plan. The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management, and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that if he or she resides

-7-

outside the United States, he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status and position with the Company or its Subsidiary will not be affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant Awards or administer or maintain such Awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect his or her ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

20. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by the intended recipient.

21. Governing Law. Except to the extent preempted by Federal law, this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York without regard to any principles thereof relating to the conflicts of laws that would result in the application of the laws of any other jurisdiction. The parties agree that the state and federal courts located in the State of New York, County of Suffolk, shall have exclusive jurisdiction in any action, suit or proceeding based on or arising out of this Agreement and the parties hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding; (c) agree that venue is proper and convenient in such forum; (d) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, subject matter jurisdiction, venue, or service of process; and (e) waive the right, if any, to a jury trial.

22. Acknowledgment; Interpretation of Agreement and Plan. The Participant acknowledges receipt of a copy of the Plan, and represents that the Participant is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of this Agreement and of the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under this Agreement or the Plan.

23. Entire Agreement. The Plan and this Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter hereof. To the extent any provisions of the Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.

-8-

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the ___ day of ______, 20__.

MSC INDUSTRIAL DIRECT CO., INC.

By: ________________________________

Name: Nancy Coco

Title: Sr. Compensation Analyst

PARTICIPANT:

By: ________________________________

Name:

-9-

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: January 7, 2016


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

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.;

(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: January 7, 2016



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

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 November 28, 2015 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: January 7, 2016

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.

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 November 28, 2015 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: January 7, 2016


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

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Nov. 28, 2015	Dec. 28, 2015
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 28, 2015
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Entity Registrant Name	MSC INDUSTRIAL DIRECT CO INC
Entity Central Index Key	0001003078
Current Fiscal Year End Date	--08-27
Entity Filer Category	Large Accelerated Filer
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		48,220,046
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		13,295,747

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 28, 2015	Aug. 29, 2015
Current Assets:
Cash and cash equivalents	$ 37,879	$ 38,267
Accounts receivable, net of allowance for doubtful accounts of $13,735 and $11,312, respectively	387,561	403,468
Inventories	492,450	506,631
Prepaid expenses and other current assets	42,275	39,067
Deferred income taxes	44,643	44,643
Total current assets	1,004,808	1,032,076
Property, plant and equipment, net	292,693	291,156
Goodwill	623,313	623,626
Identifiable intangibles, net	115,519	119,805
Other assets	33,190	34,543
Total assets	2,069,523	2,101,206
Current Liabilities:
Revolving credit note	118,000	188,000
Current maturities of long-term debt	32,446	25,515
Accounts payable	103,043	114,328
Accrued liabilities	122,739	94,494
Total current liabilities	376,228	422,337
Long-term debt, net of current maturities	203,221	214,789
Deferred income taxes and tax uncertainties	131,132	131,210
Total liabilities	$ 710,581	$ 768,336
Commitments and Contingencies
Shareholders' Equity:
Preferred stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	$ 608,922	$ 604,905
Retained earnings	1,260,792	1,232,381
Accumulated other comprehensive loss	(18,367)	(17,252)
Class A treasury stock, at cost, 8,119,876 and 8,037,696 shares, respectively	(492,474)	(487,233)
Total shareholders' equity	1,358,942	1,332,870
Total liabilities and shareholders' equity	2,069,523	2,101,206
Class A Common Stock [Member]
Shareholders' Equity:
Common stock	56	56
Class B Common Stock [Member]
Shareholders' Equity:
Common stock	$ 13	$ 13

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Nov. 28, 2015	Aug. 29, 2015
Accounts receivable, allowance for doubtful accounts	$ 13,735	$ 11,312
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	8,119,876	8,037,696
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	56,403,008	56,400,070
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	13,295,747	13,295,747
Common stock, shares outstanding	13,295,747	13,295,747

Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Nov. 28, 2015	Nov. 29, 2014
Condensed Consolidated Statements Of Income [Abstract]
Net sales	$ 706,819	$ 731,091
Cost of goods sold	387,847	400,942
Gross profit	318,972	330,149
Operating expenses	228,584	236,178
Income from operations	90,388	93,971
Other (expense) income:
Interest expense	(1,556)	(944)
Interest income	163	5
Other income, net	63	177
Total other expense	(1,330)	(762)
Income before provision for income taxes	89,058	93,209
Provision for income taxes	34,029	35,792
Net income	$ 55,029	$ 57,417
Net income per common share:
Basic	$ 0.89	$ 0.92
Diluted	$ 0.89	$ 0.91
Weighted average shares used in computing net income per common share:
Basic	61,296	61,246
Diluted	61,408	61,542
Cash dividend declared per common share	$ 0.43	$ 3.40

Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Nov. 28, 2015	Nov. 29, 2014
Condensed Consolidated Statements Of Comprehensive Income [Abstract]
Net income, as reported	$ 55,029	$ 57,417
Foreign currency translation adjustments	(1,115)	(3,948)
Comprehensive income	$ 53,914	$ 53,469

Condensed Consolidated Statement Of Shareholders' Equity - 3 months ended Nov. 28, 2015 - USD ($) shares in Thousands, $ in Thousands	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 Aug. 29, 2015	$ 56			$ 13			$ 604,905	$ 1,232,381	$ (17,252)	$ (487,233)	$ 1,332,870
Balance, Shares at Aug. 29, 2015			56,400			13,296				8,038
Exercise of common stock options, including income tax deficiencies, Shares			7								7
Exercise of common stock options, including income tax deficiencies, Value							125				$ 125
Common stock issued under associate stock purchase plan, Shares										(15)
Common stock issued under associate stock purchase plan, Value							271			$ 555	826
Issuance of restricted common stock, net of cancellations, Shares			(4)
Stock-based compensation							3,621				3,621
Purchase of treasury stock, Shares										97
Purchase of treasury stock, Value										$ (5,796)	(5,796)
Cash dividends on common stock		$ (20,790)	$ (20,790)		$ (5,717)	$ (5,717)
Dividend equivalent units declared								(111)			(111)
Foreign currency translation adjustment									(1,115)		(1,115)
Net income								55,029			55,029
Balance, Value at Nov. 28, 2015	$ 56			$ 13			$ 608,922	$ 1,260,792	$ (18,367)	$ (492,474)	$ 1,358,942
Balance, Shares at Nov. 28, 2015			56,403			13,296				8,120

Condensed Consolidated Statement Of Shareholders' Equity (Parenthetical) $ in Thousands	3 Months Ended
	Nov. 28, 2015 USD ($)
Condensed Consolidated Statement Of Shareholders' Equity [Abstract]
Exercise of common stock options, income tax deficiencies	$ 143

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Nov. 28, 2015	Nov. 29, 2014
Cash Flows from Operating Activities:
Net income	$ 55,029	$ 57,417
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,925	17,012
Stock-based compensation	3,621	5,039
Loss on disposal of property, plant, and equipment	247	230
Provision for doubtful accounts	2,997	480
Deferred income taxes and tax uncertainties	(78)
Excess tax benefits from stock-based compensation	(154)	(1,791)
Changes in operating assets and liabilities:
Accounts receivable	12,567	(10,137)
Inventories	13,832	(44,790)
Prepaid expenses and other current assets	(3,226)	(4,797)
Other assets	583	72
Accounts payable and accrued liabilities	18,767	39,017
Total adjustments	67,081	335
Net cash provided by operating activities	122,110	57,752
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment	(15,575)	(13,358)
Net cash used in investing activities	(15,575)	(13,358)
Cash Flows from Financing Activities:
Purchases of treasury stock	(5,796)	(3,590)
Payments of regular cash dividends	(26,391)	(24,563)
Payment of special cash dividend		(184,218)
Payments on capital lease and financing obligations	(161)	(767)
Excess tax benefits from stock-based compensation	154	1,791
Proceeds from sale of Class A common stock in connection with associate stock purchase plan	826	942
Proceeds from exercise of Class A common stock options	268	6,381
Borrowings under financing obligations	453	530
Borrowings under Credit Facility	35,000	235,000
Payment of borrowings under Credit Facility	(111,250)	(76,250)
Net cash used in financing activities	(106,897)	(44,744)
Effect of foreign exchange rate changes on cash and cash equivalents	(26)	(100)
Net decrease in cash and cash equivalents	(388)	(450)
Cash and cash equivalents—beginning of period	38,267	47,154
Cash and cash equivalents—end of period	37,879	46,704
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	4,495	5,523
Cash paid for interest	$ 1,247	$ 837

Basis Of Presentation	3 Months Ended
Basis Of Presentation	Nov. 28, 2015
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 of 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 of 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 (consisting of normal recurring adjustments) have been included. Operating results for the thirteen week period ended November 28, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 3, 2016. 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 August 29, 2015. 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 2016 fiscal year will be a 53-week accounting period that will end on September 3, 2016 and its 2015 fiscal year was a 52-week accounting period that ended on August 29, 2015.

Net Income Per Share

3 Months Ended

Nov. 28, 2015

Net Income Per Share [Abstract]

Net Income Per Share

Note 2. Net Income per Share


	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014

Net income as reported	$	55,029	$	57,417
Less: Distributed net income available to participating securities		(89)		(1,238)
Less: Undistributed net income available to participating securities		(163)		—
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	54,777	$	56,179
Add: Undistributed net income allocated to participating securities		163		—
Less: Undistributed net income reallocated to participating securities		(162)		—

Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	54,778	$	56,179

Denominator:
Weighted average shares outstanding for basic net income per share		61,296		61,246
Effect of dilutive securities		112		296
Weighted average shares outstanding for diluted net income per share		61,408		61,542

Net income per share Two-class method:
Basic	$	0.89	$	0.92
Diluted	$	0.89	$	0.91

Stock-Based Compensation

3 Months Ended

Nov. 28, 2015

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 3. Stock-Based Compensation

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:



		Thirteen Weeks Ended
		November 28,			November 29,
		2015			2014
Expected life (in years)		3.9			3.9
Risk-free interest rate		1.09	%		1.09	%
Expected volatility		21.82	%		24.49	%
Expected dividend yield		2.40	%		1.70	%
Weighted-average grant-date fair value	$	8.03		$	14.06

A summary of the Company’s stock option activity for the thirteen week period ended November 28, 2015 is as follows:



	Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on August 29, 2015	1,274	$	73.10
Granted	586		58.90
Exercised	(7)		39.42
Canceled/Forfeited	(18)		80.75
Outstanding on November 28, 2015	1,835	$	68.61	5.1	$	3,249
Exercisable on November 28, 2015	774	$	68.42	3.5	$	1,872



	Shares	Weighted-Average Grant-Date Fair Value
Non-vested restricted share awards at August 29, 2015	391	$	75.39
Granted	1		62.31
Vested	(94)		65.66
Canceled/Forfeited	(5)		77.64
Non-vested restricted share awards at November 28, 2015	293	$	78.44

A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the thirteen weeks ended November 28, 2015 is as follows:



	Shares		Weighted- Average Grant- Date Fair Value
Non-vested restricted stock unit awards at August 29, 2015	62	$	55.09
Granted	188		58.90
Vested	—		—
Canceled/Forfeited	(1)		58.90
Non-vested restricted stock unit awards at November 28, 2015	249	$	57.95

Fair Value	3 Months Ended
Fair Value	Nov. 28, 2015
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 new customer fulfillment center in Columbus, Ohio, the Company entered into an arrangement with the Columbus-Franklin County Finance Authority (“Finance Authority”) which provides savings on state and local sales taxes imposed on construction materials to entities that finance the transactions through them. Under this arrangement, the Finance Authority has issued taxable bonds to finance the structure and site improvements of the Company’s customer fulfillment center. The taxable bonds were approximately $27,023 at both November 28, 2015 and August 29, 2015. The taxable bonds 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 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 significant gains or losses on these securities during the thirteen week period ended November 28, 2015. The outstanding principal amount of each bond bears interest at the rate of 2.4% 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 long-term debt, including current maturities, 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 November 28, 2015 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 November 28, 2015 and August 29, 2015 due to the short-term maturity of these items. During the thirteen weeks ended November 28, 2015 and November 29, 2014, the Company had no measurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

Debt And Capital Lease Obligations

3 Months Ended

Nov. 28, 2015

Debt And Capital Lease Obligations [Abstract]

Debt And Capital Lease Obligations

Note 5. Debt and Capital Lease Obligations

Debt at November 28, 2015 and August 29, 2015 consisted of the following:


	November 28,		August 29,
	2015		2015

	(Dollars in thousands)
Credit Facility:
Revolver	$	118,000	$	188,000
Term loan		206,250		212,500
Capital lease and financing obligations		29,417		27,804
Total debt	$	353,667	$	428,304
Less: current portion of Credit Facility		(149,250)		(213,000)
Less: current portion of capital lease and financing obligations		(1,196)		(515)
Long-term debt	$	203,221	$	214,789

Credit Facility

Capital Lease and Financing Obligations

From time to time, the Company enters into capital leases and financing arrangements with vendors to purchase certain equipment. The equipment acquired from these vendors is paid over a specified period of time based on the terms agreed upon. During the thirteen week period ended November 28, 2015, the Company entered into a capital lease and various financing obligations for certain information technology equipment totaling $1,321 and $453, respectively. During the fiscal year ended August 29, 2015, the Company entered into various financing obligations for certain information technology equipment totaling $530. The gross amount of property and equipment acquired under these capital leases and financing agreements at November 28, 2015 and August 29, 2015 was approximately $33,778 and $32,535 respectively. Related accumulated amortization totaled $4,897 and $4,815 as of November 28, 2015 and August 29, 2015, respectively.

Shareholders' Equity	3 Months Ended
Shareholders' Equity	Nov. 28, 2015
Shareholders' Equity [Abstract]
Shareholders' Equity	Note 6. Shareholders’ Equity The Company paid regular cash dividends of $0.43 per common share totaling $26,391 for the thirteen weeks ended November 28, 2015. For the thirteen weeks ended November 29, 2014, the Company paid cash dividends of $208,781 which consisted of a special cash dividend of $3.00 per common share and regular cash dividends of $0.40 per common share totaling $184,218 and $24,563, respectively. On December 16, 2015, the Board of Directors declared a quarterly cash dividend of $0.43 per share payable on January 26, 2016 to shareholders of record at the close of business on January 12, 2016. The dividend will result in a payout of approximately $26,452, based on the number of shares outstanding at December 28, 2015. 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 any increments it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the thirteen week period ended November 28, 2015, the Company repurchased 97 shares of its Class A common stock for $5,796, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. Approximately 31 of these shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program. As of November 28, 2015, the maximum number of shares that can be repurchased under the Repurchase Plan was 1,677 shares.

Product Warranties	3 Months Ended
Product Warranties	Nov. 28, 2015
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 week periods ended November 28, 2015 and November 29, 2014 was minimal.

Income Taxes	3 Months Ended
Income Taxes	Nov. 28, 2015
Income Taxes [Abstract]
Income Taxes	Note 8. Income Taxes During the thirteen week period ended November 28, 2015, there were no material changes in unrecognized tax benefits.

Legal Proceedings	3 Months Ended
Legal Proceedings	Nov. 28, 2015
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.

Recently Issued Accounting Standards	3 Months Ended
Recently Issued Accounting Standards	Nov. 28, 2015
Recently Issued Accounting Standards [Abstract]
Recently Issued Accounting Standards	Note 10. Recently Issued Accounting Standards Deferred Taxes In November 2015, the FASB issued Accounting Standards Update ASU (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes. This update requires an entity to classify deferred tax liabilities and assets as noncurrent within a classified balance sheet. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. The Company does not expect adoption of ASU 2015-17 to have a material impact on its financial position, results of operations or cash flows. 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 or net realizable value, which consists of the estimated selling prices in the ordinary course of business, less reasonably predictable cost 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 does not expect adoption of ASU 2015-11 to have a material impact on its financial position, results of operations or cash flows. Presentation of Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. For public business entities, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, entities are required to comply with the applicable disclosures for a change in an accounting principle. The Company does not expect adoption of ASU 2015-03 to have a material impact on its financial position, results of operations or cash flows. 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 2019 first quarter. Early application is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its condensed consolidated financial statements and related disclosures. The Company has neither selected a transition method, nor determined the impact that the adoption of the pronouncement may have on its financial position, results of operations or cash flows.

Net Income Per Share (Tables)

3 Months Ended

Nov. 28, 2015

Net Income Per Share [Abstract]

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


	Thirteen Weeks Ended
	November 28,		November 29,
	2015		2014

Net income as reported	$	55,029	$	57,417
Less: Distributed net income available to participating securities		(89)		(1,238)
Less: Undistributed net income available to participating securities		(163)		—
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	$	54,777	$	56,179
Add: Undistributed net income allocated to participating securities		163		—
Less: Undistributed net income reallocated to participating securities		(162)		—

Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	$	54,778	$	56,179

Denominator:
Weighted average shares outstanding for basic net income per share		61,296		61,246
Effect of dilutive securities		112		296
Weighted average shares outstanding for diluted net income per share		61,408		61,542

Net income per share Two-class method:
Basic	$	0.89	$	0.92
Diluted	$	0.89	$	0.91

Stock-Based Compensation (Tables)

3 Months Ended

Nov. 28, 2015

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

Schedule Of Option Grant Fair Value Assumptions



		Thirteen Weeks Ended
		November 28,			November 29,
		2015			2014
Expected life (in years)		3.9			3.9
Risk-free interest rate		1.09	%		1.09	%
Expected volatility		21.82	%		24.49	%
Expected dividend yield		2.40	%		1.70	%
Weighted-average grant-date fair value	$	8.03		$	14.06

Summary Of Stock Option Activity



	Options	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on August 29, 2015	1,274	$	73.10
Granted	586		58.90
Exercised	(7)		39.42
Canceled/Forfeited	(18)		80.75
Outstanding on November 28, 2015	1,835	$	68.61	5.1	$	3,249
Exercisable on November 28, 2015	774	$	68.42	3.5	$	1,872

Restricted Stock [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 August 29, 2015	391	$	75.39
Granted	1		62.31
Vested	(94)		65.66
Canceled/Forfeited	(5)		77.64
Non-vested restricted share awards at November 28, 2015	293	$	78.44

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 August 29, 2015	62	$	55.09
Granted	188		58.90
Vested	—		—
Canceled/Forfeited	(1)		58.90
Non-vested restricted stock unit awards at November 28, 2015	249	$	57.95

Debt And Capital Lease Obligations (Tables)

3 Months Ended

Nov. 28, 2015

Debt And Capital Lease Obligations [Abstract]

Schedule Of Debt


	November 28,		August 29,
	2015		2015

	(Dollars in thousands)
Credit Facility:
Revolver	$	118,000	$	188,000
Term loan		206,250		212,500
Capital lease and financing obligations		29,417		27,804
Total debt	$	353,667	$	428,304
Less: current portion of Credit Facility		(149,250)		(213,000)
Less: current portion of capital lease and financing obligations		(1,196)		(515)
Long-term debt	$	203,221	$	214,789

Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Nov. 28, 2015	Nov. 29, 2014
Net Income Per Share [Abstract]
Net income as reported	$ 55,029	$ 57,417
Less: Distributed net income available to participating securities	(89)	(1,238)
Less: Undistributed net income available to participating securities	(163)
Undistributed and distributed net income available to common shareholders: Basic	54,777	56,179
Add: Undistributed net income allocated to participating securities	163
Less: Undistributed net income reallocated to participating securities	(162)
Undistributed and distributed net income available to common shareholders: Diluted	$ 54,778	$ 56,179
Weighted average shares outstanding for basic net income per share	61,296	61,246
Effect of dilutive securities	112	296
Weighted average shares outstanding for diluted net income per share	61,408	61,542
Net income per share Two-class method: Basic	$ 0.89	$ 0.92
Net income per share Two-class method: Diluted	$ 0.89	$ 0.91
Antidilutive stock options	1,058	0

Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 28, 2015	Nov. 29, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 3,621	$ 5,039
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,256	1,732
Stock-based compensation expense, tax benefits	451	627
Unrecognized share-based compensation cost	$ 10,464
Unrecognized share-based compensation weighted average period	3 years 2 months 12 days
Total intrinsic value of options exercised	$ 165	1,980
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,726	2,767
Unrecognized share-based compensation cost	$ 13,815
Unrecognized share-based compensation weighted average period	2 years 9 months 18 days
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 639	$ 540
Unrecognized share-based compensation cost	$ 10,050
Unrecognized share-based compensation weighted average period	3 years 10 months 24 days

Stock-Based Compensation (Schedule Of Option Grant Fair Value Assumptions) (Details) - $ / shares	3 Months Ended
	Nov. 28, 2015	Nov. 29, 2014
Stock-Based Compensation [Abstract]
Expected life (in years)	3 years 10 months 24 days	3 years 10 months 24 days
Risk-free interest rate	1.09%	1.09%
Expected volatility	21.82%	24.49%
Expected dividend yield	2.40%	1.70%
Weighted-average grant-date fair value	$ 8.03	$ 14.06

Stock-Based Compensation (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Nov. 28, 2015 USD ($) $ / shares shares
Stock-Based Compensation [Abstract]
Outstanding, Beginning Balance, Options \| shares	1,274
Granted, Options \| shares	586
Exercised, Options \| shares	(7)
Canceled/Forfeited, Options \| shares	(18)
Outstanding, Ending Balance, Options \| shares	1,835
Exercisable, Ending Balance, Options \| shares	774
Outstanding, Beginning Balance, Weighted-Average Exercise Price per Share \| $ / shares	$ 73.10
Granted, Weighted-Average Exercise Price per Share \| $ / shares	58.90
Exercised, Weighted-Average Exercise Price per Share \| $ / shares	39.42
Canceled/Forfeited, Weighted-Average Exercise Price per Share \| $ / shares	80.75
Outstanding, Ending Balance, Weighted-Average Exercise Price per Share \| $ / shares	68.61
Exercisable, Ending Balance, Weighted-Average Exercise Price per Share \| $ / shares	$ 68.42
Outstanding, Ending Balance, Weighted-Average Remaining Contractual Term (in years)	5 years 1 month 6 days
Exercisable, Ending Balance, Weighted-Average Remaining Contractual Term (in years)	3 years 6 months
Outstanding, Ending Balance, Aggregate Intrinsic Value \| $	$ 3,249
Exercisable, Ending Balance, Aggregate Intrinsic Value \| $	$ 1,872

Stock-Based Compensation (Summary Of Non-Vested Restricted Share Award Activity) (Details) shares in Thousands	3 Months Ended
	Nov. 28, 2015 $ / shares shares
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested restricted share awards, Beginning balance, Shares \| shares	391
Granted, Shares \| shares	1
Vested, Shares \| shares	(94)
Canceled/Forfeited, Shares \| shares	(5)
Non-vested restricted share awards, Ending balance, Shares \| shares	293
Non-vested restricted share awards, Beginning balance, Weighted-Average Grant-Date Fair Value \| $ / shares	$ 75.39
Granted, Weighted-Average Grant-Date Fair Value \| $ / shares	62.31
Vested, Weighted-Average Grant-Date Fair Value \| $ / shares	65.66
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value \| $ / shares	77.64
Non-vested restricted share awards, Ending balance, Weighted-Average Grant-Date Fair Value \| $ / shares	$ 78.44
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested restricted share awards, Beginning balance, Shares \| shares	62
Granted, Shares \| shares	188
Vested, Shares \| shares
Canceled/Forfeited, Shares \| shares	(1)
Non-vested restricted share awards, Ending balance, Shares \| shares	249
Non-vested restricted share awards, Beginning balance, Weighted-Average Grant-Date Fair Value \| $ / shares	$ 55.09
Granted, Weighted-Average Grant-Date Fair Value \| $ / shares	$ 58.90
Vested, Weighted-Average Grant-Date Fair Value \| $ / shares
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value \| $ / shares	$ 58.90
Non-vested restricted share awards, Ending balance, Weighted-Average Grant-Date Fair Value \| $ / shares	$ 57.95

Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
Fair Value (Details) - USD ($) $ in Thousands	Nov. 28, 2015	Aug. 29, 2015	Nov. 29, 2014
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Taxable bonds	$ 27,023	$ 27,023
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%

Debt And Capital Lease Obligations (Credit Facility) (Narrative) (Details) $ in Thousands	3 Months Ended
	Nov. 28, 2015 USD ($)	Nov. 29, 2014 USD ($)	Apr. 30, 2013 USD ($)
Debt Instrument [Line Items]
Borrowings under Credit Facility	$ 35,000	$ 235,000
Repayments of debt	$ 111,250	$ 76,250
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Borrowing rate under Credit Facility	1.32%
Repayments of debt	$ 105,000
Term Loan [Member]
Debt Instrument [Line Items]
Repayments of debt	$ 6,250
New Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity			$ 650,000
Maturity date	Apr. 01, 2018
Available increase in amount borrowed	$ 200,000
Maximum consolidated leverage ratio of total indebtedness to EBITDA	3.00
Minimum consolidated interest coverage ratio of EBITDA to total interest expense	3.00
New Credit Facility [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity			400,000
Credit facility, expiration term	5 years
New Credit Facility [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Credit facility, maximum borrowing capacity			$ 250,000
Credit facility, expiration term	5 years
New Credit Facility [Member] \| Letter of Credit [Member]
Debt Instrument [Line Items]
Quarterly undrawn fee	0.125%
LIBOR [Member]
Debt Instrument [Line Items]
Percentage points in addition to reference rate used in computation of variable rate on debt instrument	1.00%
LIBOR [Member] \| Revolving 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] \| New Credit Facility [Member]
Debt Instrument [Line Items]
Quarterly undrawn fee	0.10%
Minimum [Member] \| New Credit Facility [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] \| New Credit Facility [Member]
Debt Instrument [Line Items]
Quarterly undrawn fee	0.20%
Maximum [Member] \| New Credit Facility [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%

Debt And Capital Lease Obligations (Capital Lease And Finance Obligations) (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Nov. 28, 2015	Nov. 29, 2014	Aug. 29, 2015
Capital Leased Assets [Line Items]
Amount due under capital leases and financing agreements	$ 29,417		$ 27,804
New capital leases	1,321
Financing obligations for certain information technology equipment	453	$ 530	530
Property and equipment acquired under capital leases and financing agreements	33,778		32,535
Property and equipment acquired under capital leases and financing agreements, accumulated amortization	$ 4,897		4,815
Fulfillment Center [Member]
Capital Leased Assets [Line Items]
Capital lease term	20 years
Amount due under capital leases and financing agreements	$ 27,023		$ 27,023
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

Debt and Capital Lease Obligations (Schedule Of Debt) (Details) - USD ($) $ in Thousands	Nov. 28, 2015	Aug. 29, 2015
Line of Credit Facility [Line Items]
Capital lease and financing obligations	$ 29,417	$ 27,804
Total Debt	353,667	428,304
Less: current portion of Credit Facility	(149,250)	(213,000)
Less: current portion of capital lease and financing obligations	(1,196)	(515)
Long-term debt	203,221	214,789
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit Facility	118,000	188,000
Term Loan [Member]
Line of Credit Facility [Line Items]
Credit Facility	$ 206,250	$ 212,500

Shareholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended
	Dec. 31, 2015	Nov. 28, 2015	Nov. 29, 2014	Dec. 16, 2015
Components Of Shareholders Equity [Line Items]
Regular dividends cash paid		$ 26,391	$ 24,563
Cash dividends paid			208,781
Special dividends cash paid			$ 184,218
Dividends declared date		Dec. 16, 2015
Dividend payable date		Jan. 26, 2016
Dividends record date		Jan. 12, 2016
Purchase of treasury stock		$ 5,796
Subsequent Event [Member]
Components Of Shareholders Equity [Line Items]
Cash dividends paid	$ 26,452
Dividends payable per share				$ 0.43
Regular Dividends [Member]
Components Of Shareholders Equity [Line Items]
Cash dividends paid per common share		$ 0.43	$ 0.40
Regular dividends cash paid		$ 26,391	$ 24,563
Special Dividends [Member]
Components Of Shareholders Equity [Line Items]
Cash dividends paid per common share			$ 3.00
Special dividends cash paid			$ 184,218
Class A Treasury Stock [Member]
Components Of Shareholders Equity [Line Items]
Class A common stock shares repurchased		97
Purchase of treasury stock		$ 5,796
Shares repurchased by the company for associates' tax withholding liability associated with share-based compensation		31
Maximum number of shares that can be repurchased		1,677

Product Warranties (Details)	3 Months Ended
Product Warranties (Details)	Nov. 28, 2015
Minimum [Member]
Product warranties with original equipment manufacturers	30 days
Maximum [Member]
Warranty period	1 year
Product warranties with original equipment manufacturers	90 days

Income Taxes (Details) $ in Thousands	3 Months Ended
Income Taxes (Details) $ in Thousands	Nov. 28, 2015 USD ($)
Income Taxes [Abstract]
Changes in unrecognized tax benefits	$ 0

MSC Industrial Direct (NYSE:MSM)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more MSC Industrial Direct Charts.

MSC Industrial Direct (NYSE:MSM)
Historical Stock Chart
From Apr 2023 to Apr 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MSM MSC Industrial Direct Co Inc

Latest MSM Messages

Loading Messages....

Msc Industrial Direct Co Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

MSM MSC Industrial Direct Co Inc

Latest MSM Messages

Loading Messages....

Msc Industrial Direct Co Inc News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App