Overview



We are a leading North American distributor of a broad range of metalworking and
MRO products and services. We help our customers drive greater productivity,
profitability and growth with approximately 1.9 million products, inventory
management and other supply chain solutions, and deep expertise from more than
75 years of working with customers across industries. We continue to implement
our strategies to gain market share, generate new customers, increase sales to
existing customers, and diversify our customer base.



Our experienced team of more than 6,300 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 1.9 million active SKUs through
our catalogs; brochures; eCommerce channels, including the MSC website; our
inventory management solutions; and call-centers and branches. We service our
customers from 12 customer fulfillment centers (eight customer fulfillment
centers are located in the United States which includes five primary customer
fulfillment centers, one is located in the U.K., and three are located in
Canada) and 98 branch offices. Many of our products are carried in stock, and
orders for these in-stock products are typically fulfilled the day on which the
order is received.

Our business model focuses on providing overall procurement cost reduction and
just-in-time delivery to meet our customers' needs. We focus on offering
inventory, process and procurement solutions that reduce MRO supply chain costs
and improve plant floor productivity for our customers. We will seek to continue
to achieve cost reductions 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 CMI, VMI, and vending programs. Our field
sales and service associate headcount was 2,263 at August 29, 2020, compared to
2,414 at August 31, 2019 and 2,383 at September 1, 2018. We have migrated our
sales force from one designed to sell a spot buy value proposition to one
prepared to deliver upon the new, more complex and high-touch role that we play
driving value for our customers by enabling them to achieve higher levels of
growth, profitability, and productivity.

The chart below displays a three-year comparison of our net sales from fiscal 2018 through fiscal 2020:


                          [[Image Removed: Picture 1]]

(1)Pricing and other is comprised of changes in customer and product mix, discounting and other items.


                                       20

--------------------------------------------------------------------------------

Recent Developments and Highlights

Highlights during our fiscal year ended August 29, 2020 include the following:

?We generated $396.7 million of cash from operations in fiscal 2020.



?We paid out $444.2 million in cash dividends, comprised of special and regular
cash dividends of approximately $277.6 million and $166.5 million, respectively,
compared to regular cash dividends of $145.7 million in the prior fiscal year.

?We incurred $17.0 million in restructuring and other related costs, comprised
of $6.6 million in consulting costs related to the optimization of the Company's
operations and $10.4 million in severance and separation benefits charges and
other related costs associated primarily with sales workforce realignment.

Impact of COVID-19 on Our Business



The COVID-19 pandemic has resulted and will continue to result in significant
economic disruption and has and will adversely affect our business. The
following events related to the COVID-19 pandemic have resulted and will result
in lost or delayed revenue to our company: limitations on the ability of
manufacturers to manufacture the products we sell; limitations on the ability of
our suppliers to obtain the products we sell or to meet delivery requirements
and commitments; limitations on the ability of our associates to perform their
work due to illness caused by the pandemic or local, state or federal orders
requiring associates to remain at home; limitations on the ability of UPS, LTL
carriers and other carriers to deliver our packages to customers; limitations on
the ability of our customers to conduct their business and purchase our products
and services; disruptions to our customers' supply chains or purchasing
patterns; and limitations on the ability of our customers to pay us on a timely
basis. The extent to which the COVID-19 pandemic will continue to impact our
business and financial results going forward will be dependent on future
developments such as the length and severity of the crisis, the potential
resurgence of COVID-19 in the future, future government actions in response to
the crisis and the overall impact of the COVID-19 pandemic on the global economy
and capital markets, among many other factors, all of which remain highly
uncertain and unpredictable.

Our number one priority is the health and safety of our associates and their
families, our customers, and our other partners. We have taken and will continue
to take measures to reduce the risk of infection and to protect our associates
and our business, in line with guidelines issued by the authorities in the
jurisdictions in which we operate, including state, federal and local
governments and the Center for Disease Control and Prevention. We have
restricted non-associate access to our sites, reorganized our workflows where
permitted to maximize social distancing, implemented extensive restrictions on
associate travel, and utilized remote-working strategies where possible. As we
are an essential business, we have continued to operate our customer fulfillment
centers, and associates working at those facilities have continued to be on our
premises, serving our customers. We have instituted enhanced safety procedures
to safeguard their health and safety, including use of additional protective
equipment and frequent cleaning of our facilities.

We continue to experience disruptions in our business as we have implemented
modifications to associate travel and associate work locations and cancelled
events, among other modifications. We have reduced spending more broadly across
the company, only proceeding with operating and capital spending that is
critical. We have ceased substantially all hiring and reduced discretionary
expenses. We temporarily reduced senior management and associate compensation.
In April 2020, we temporarily suspended the employer matching contribution to
eligible participants in the Company's 401(k), and the matching contribution was
reinstated at the beginning of our fiscal year 2021. We have developed
contingency plans to reduce costs further if the situation deteriorates. We will
continue to actively monitor the situation and may take further actions that
alter our business operations as may be required by foreign, federal, state and
local authorities, or that we determine are in the best interests of our
associates, customers, suppliers and shareholders.

Our Strategy



Our objective is to grow sales profitably while offering our customers highly
technical and high-touch solutions to solve their most complex challenges on the
plant floor. Our strategy is to complete the transition from being a spot buy
supplier to a mission-critical partner to our customers. We will selectively
pursue strategic acquisitions that expand or complement our business in new and
existing markets or further enhance the value and offerings we provide.

                                       21

--------------------------------------------------------------------------------

Business Environment



We utilize various indices when evaluating the level of our business
activity. This includes both the Metalworking Business Index ("MBI") and the
Industrial Production Index ("IP"). Approximately 66% of our revenues came from
sales in the manufacturing sector during the fourth quarter of our fiscal year
2020. Through statistical analysis, we have found that trends in our customers'
activity have correlated to changes in the MBI and IP. The MBI is a sentiment
index developed from a monthly survey of the U.S. metalworking industry,
focusing on durable goods manufacturing. For the MBI, a value below 50.0
generally indicates contraction and a value above 50.0 generally indicates
expansion. The IP index measures short-term changes in industrial production.
Growth in the IP index from month to month indicates growth in the
manufacturing, mining, and utilities industries. The MBI and IP over the 2020
fiscal fourth quarter and fiscal year averages were as follows:

Period                         MBI    IP
June                           42.9  97.6
July                           46.1  101.7
August                         48.6  102.2

Fiscal 2020 Q4 average         45.9  100.5
Fiscal 2020 full year average  45.5  103.8


The MBI trended downward during fiscal 2020. August marked the sixth consecutive
month of readings below 50.0, indicating contraction and overall slower growth
in the metalworking manufacturing environment. Also, August marked the fourth
consecutive month the MBI has increased since its low watermark of 34.4 in
April. These trends have continued with the release of the September MBI of
50.0. IP also trended downward during fiscal 2020, particularly in March through
August. Similar to the MBI, IP has improved steadily since its low watermark of
91.3 in April. We will 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. The recent volatility stems from the economic
disruptions of the COVID-19 pandemic. See "Impact of COVID-19 on Our Business"
above.

To meet anticipated demand for our products, we may purchase products from
manufacturers outside of our typical programs, including payment terms, and in
advance of customer orders, which we hold in inventory and resell to customers.
We are subject to the risk that we may be unable to sell excess products, in
particular PPE products, ordered from manufacturers. Inventory levels in excess
of customer demand due to the difficulty of calibrating demand for such
products, the concentration of demand for a limited number of SKUs, difficulties
in product sourcing, or rapid changes in demand may result in inventory write
downs, and the sale of excess inventory at discounted prices could have an
adverse effect on our operating results, financial condition and cash flows.
Conversely, if we underestimate customer demand for our products or if our
manufacturers fail to supply products, we require at the time we need them, we
may experience inventory shortages. Inventory shortages might delay shipments to
customers and negatively impact customer relationships.

                                       22

--------------------------------------------------------------------------------

Results of Operations

Fiscal Year Ended August 29, 2020 Compared to the Fiscal Year Ended August 31, 2019

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:



                                           Fiscal Years Ended
                                August 29, 2020           August 31, 2019
                                  (52 weeks)                (52 weeks)                  Change
                                  $            %            $            %            $            %
Net sales                   $ 3,192,399      100.0%   $ 3,363,817      100.0%   $ (171,418)      (5.1)%
Cost of goods sold            1,849,077       57.9%     1,931,774       57.4%      (82,697)      (4.3)%
Gross profit                  1,343,322       42.1%     1,432,043       42.6%      (88,721)      (6.2)%
Operating expenses              992,582       31.1%     1,032,047       30.7%      (39,465)      (3.8)%
Income from operations          350,740       11.0%       399,996       11.9%      (49,256)     (12.3)%
Total other expense             (16,490)     (0.5)%       (16,867)     (0.5)%          377       (2.2)%
Income before provision
for income taxes                334,250       10.5%       383,129       11.4%      (48,879)     (12.8)%
Provision for income
taxes                            82,492        2.6%        94,332        2.8%      (11,840)     (12.6)%
Net income                      251,758        7.9%       288,797        8.6%      (37,039)     (12.8)%
Less: Net income (loss)
attributable to
noncontrolling interest             641        0.0%           (68)       0.0%          709      1042.6%
Net income attributable     $                         $                         $
to MSC Industrial               251,117        7.9%       288,865        8.6%      (37,748)     (13.1)%


Net Sales

Net sales for fiscal year 2020 decreased 5.1% or $171.4 million from the prior
fiscal year. We estimate that this $171.4 million decrease in net sales is
comprised of (i) approximately $215.7 million of lower sales volume, excluding
MSC Mexico operations; and (ii) $1.0 million of unfavorable foreign exchange
impact; partially offset by (iii) $17.5 million of net sales from MSC Mexico,
which commenced operations in February 2019; and (iv) approximately $27.8
million from improved pricing, inclusive of changes in customer and product mix,
discounting and other items. Of the above $171.4 million decrease in net sales,
sales to our government and national account programs ("Large Account
Customers") decreased by $27.8 million and sales other than to our Large Account
Customers decreased by $143.6 million, which includes $17.5 million of net sales
from MSC Mexico partially offsetting the decrease.

The table below shows the change in our fiscal quarterly and annual 2020 average
daily sales by total company and by customer type compared to the same periods
in the prior fiscal year:

                                     Average Daily Sales Percentage Change
                                                  (unaudited)

                                       Thirteen                                         Thirteen
                                        -Week                                            -Week
                                        Period      Thirteen-Week     Thirteen-Week      Period
                                        Ended       Period Ended      Period Ended       Ended      Fiscal Year
2020 vs. 2019 Fiscal Period           Fiscal Q1       Fiscal Q2         Fiscal Q3      Fiscal Q4       Ended

Net Sales (in thousands)            $ 823,601    $    786,094      $    834,972      $ 747,732    $ 3,192,399
Sales Days                               62             61                64              64           251
Average Daily Sales (ADS)(1) (in        13.3           12.9              13.0            11.7         12.7
millions)                           $            $                 $                 $            $
Total Company ADS Percent Change       -1.0%           -2.9%             

-3.6% -12.7% -5.1%



Manufacturing Customers ADS Percent    -1.3%           -3.7%            -17.0%          -19.6%       -10.6%
Change
Manufacturing Customers Percent of      70%             70%               59%            65%           66%

Total Net Sales



Non-Manufacturing Customers ADS        -0.3%           -1.0%             26.2%           3.4%         7.8%
Percent Change
Non-Manufacturing Customers Percent     30%             30%               41%            35%           34%

of Total Net Sales

(1) ADS is calculated using number of business days in the US


                                       23

--------------------------------------------------------------------------------
We believe that our ability to transact business with our customers through
various electronic portals and directly through the MSC website gives us a
competitive advantage over smaller suppliers. Sales made through our eCommerce
platforms, including sales made through EDI systems, VMI systems, XML
ordering-based systems, vending, hosted systems and other electronic
portals, represented 59.2% of consolidated net sales for the fiscal year
ended August 29, 2020, compared to 60.0% of consolidated net sales for the
fiscal year ended August 31, 2019. This percentage decline is primarily related
to the higher volume of safety and janitorial product sales in the current
fiscal year that were not transacted through our eCommerce platforms. These
percentages of consolidated net sales do not include eCommerce sales from our
AIS and MSC Mexico operations.

Gross Profit



Gross profit margin was 42.1% in fiscal 2020 as compared to 42.6% in fiscal
2019. The decline was primarily the result of increased product costs and
changes in our customer and product mix. In addition, 30 basis points of the
decline resulted from MSC Mexico operations which commenced in the fiscal second
quarter of 2019.

Operating Expenses

Operating expenses decreased 3.8% to $992.6 million in fiscal 2020, as compared
to $1.032 billion in fiscal 2019. Operating expenses were 31.1% of fiscal 2020
net sales, as compared to 30.7% for fiscal 2019. The decrease in operating
expenses was primarily attributable to a decrease in payroll and payroll-related
costs, freight costs associated with lower sales volumes, and travel and
entertainment costs, partially offset by the increases in depreciation and
amortization, severance and separation costs, and consulting costs discussed
below and higher operating expenses for MSC Mexico.

Payroll and payroll-related costs, excluding severance and separation charges,
were approximately 55.7% of total operating expenses for fiscal 2020, as
compared to approximately 55.9% for fiscal 2019. Included in payroll and
payroll-related costs are salary, incentive compensation, sales commission, and
fringe benefit costs. All of these costs, with the exception of incentive
compensation, decreased for fiscal 2020, as compared to fiscal 2019, with much
of the decrease attributable to a decrease in salary expenses, primarily related
to a decrease in associate headcount.

Freight expense was approximately $125.9 million for fiscal 2020, as compared to
$138.2 million for fiscal 2019. The primary driver of this was decreased sales
volumes.

Travel and entertainment expense was $8.0 million for fiscal 2020, as compared
to $14.6 million for fiscal 2019. This decrease was due to the Company's travel
restrictions in place resulting from the COVID-19 pandemic.

Depreciation and amortization was $68.7 million for fiscal 2020, as compared to
$65.0 million for fiscal 2019. The primary driver of this increase was a greater
investment in capital projects related to information technology and vending
solutions, which generally have shorter useful lives.

For fiscal 2020, we incurred approximately $6.6 million in consulting costs
related to the optimization of the Company's operations and approximately $10.4
million in severance and separation related costs as compared to $6.7 million in
severance and separation related costs in fiscal 2019. This contributed to the
increase in operating expenses as a percentage of net sales. In addition, the
operations of MSC Mexico, which commenced in our second quarter of fiscal 2019,
accounted for $6.0 million in incremental costs for fiscal 2020, as compared to
the prior fiscal year.

Income from Operations

Income from operations decreased 12.3% to $350.7 million in fiscal 2020, as
compared to $400.0 million in fiscal 2019. This was primarily attributable to
the decreases in net sales and gross profit, partially offset by the decrease in
operating expenses as described above. Income from operations as a percentage of
net sales decreased to 11.0% for fiscal 2020, from 11.9% for fiscal 2019,
primarily as the result of the decrease in the gross profit margin and an
increase in operating expenses as a percentage of net sales as mentioned above.

Provision for Income Taxes

Our effective tax rate for fiscal 2020 was 24.7% as compared to 24.6% in fiscal 2019. See Note 7 "Income Taxes" in the Notes to the Consolidated Financial Statements for further information.


                                       24

--------------------------------------------------------------------------------

Net Income

The factors which affected net income for fiscal 2020 as compared to the prior period have been discussed above.

Fiscal Year Ended August 31, 2019 Compared to the Fiscal Year Ended September 1, 2018

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:



                                           Fiscal Years Ended
                                August 31, 2019          September 1, 2018
                                  (52 weeks)                (52 weeks)                  Change
                                  $            %            $            %           $            %
Net sales                   $ 3,363,817      100.0%   $ 3,203,878      100.0%   $ 159,939         5.0%
Cost of goods sold            1,931,774       57.4%     1,810,917       56.5%     120,857         6.7%
Gross profit                  1,432,043       42.6%     1,392,961       43.5%      39,082         2.8%
Operating expenses            1,032,047       30.7%       972,408       30.4%      59,639         6.1%
Income from operations          399,996       11.9%       420,553       13.1%     (20,557)      (4.9)%
Total other expense             (16,867)     (0.5)%       (14,364)     (0.4)%      (2,503)       17.4%
Income before provision
for income taxes                383,129       11.4%       406,189       12.7%     (23,060)      (5.7)%
Provision for income
taxes                            94,332        2.8%        76,966        2.4%      17,366        22.6%
Net income                      288,797        8.6%       329,223       10.3%     (40,426)     (12.3)%

Less: Net income (loss)
attributable to
noncontrolling interest             (68)       0.0%              -       0.0%         (68)        0.0%
Net income attributable     $                         $                         $
to MSC Industrial               288,865        8.6%       329,223       10.3%     (40,358)     (12.3)%


Net Sales

Net sales increased 5.0% or approximately $159.9 million for the fiscal year
ended 2019. We estimate that this increase in net sales is comprised of
(i) $64.8 million of higher sales volume, excluding AIS and MSC
Mexico operations; (ii) $45.2 million from AIS; (iii) $23.2 million from MSC
Mexico, which commenced operations in February 2019; and (iv) $31.2 million from
improved pricing, inclusive of changes in customer and product mix, discounting
and other items; partially offset by (v) $4.5 million from foreign exchange
impact. Of the above $159.9 million increase in net sales, sales to Large
Account Customers increased by $43.1 million and sales other than to our Large
Account Customers increased by $116.8 million, which includes $45.2 million and
$23.2 million of net sales from AIS and MSC Mexico, respectively.

                                       25

--------------------------------------------------------------------------------
The table below shows the change in our fiscal quarterly and annual 2019 average
daily sales by total company and by customer type compared to the same periods
in the prior fiscal year:

                                     Average Daily Sales Percentage Change
                                                  (unaudited)

                                       Thirteen                                         Thirteen
                                        -Week                                            -Week
                                        Period      Thirteen-Week     Thirteen-Week      Period
                                        Ended       Period Ended      Period Ended       Ended      Fiscal Year
2019 vs. 2018 Fiscal Period           Fiscal Q1       Fiscal Q2         

Fiscal Q3 Fiscal Q4 Ended



Net Sales (in thousands)            $ 831,597    $    823,004      $    866,546      $ 842,670    $ 3,363,817
Sales Days                               62             62                64              63           251
Average Daily Sales (ADS) (in           13.4           13.3              13.6            13.4         13.4
millions)                           $            $                 $                 $            $
Total Company ADS Percent Change        8.2%           8.8%              4.6%            2.1%         5.8%

Manufacturing Customers ADS Percent     8.7%           8.6%              5.1%            2.5%         6.2%

Change


Manufacturing Customers Percent of      71%             71%               69%            70%           70%

Total Net Sales



Non-Manufacturing Customers ADS         6.9%           9.5%              3.4%            1.2%         5.0%
Percent Change
Non-Manufacturing Customers Percent     29%             29%               31%            30%           30%

of Total Net Sales




We believe that our ability to transact business with our customers through
various electronic portals and directly through the MSC website gives us a
competitive advantage over smaller suppliers. Sales made through our eCommerce
platforms, including sales made through EDI systems, VMI systems, XML
ordering-based systems, vending, hosted systems and other electronic
portals, represented 60.0% of consolidated net sales for the fiscal year
ended August 31, 2019, compared to 60.1% of consolidated net sales for the
fiscal year ended September 1, 2018. These percentages of consolidated net sales
do not include eCommerce sales from the acquisitions of DECO Tool Supply Co.
("DECO") and AIS, and from MSC Mexico operations.

Gross Profit



Gross profit margin was 42.6% in fiscal 2019 as compared to 43.5% in fiscal
2018. The decline was primarily the result of increased product costs and
changes in our customer and product mix. In addition, 20 basis points of the
decline resulted from MSC Mexico operations which commenced in the fiscal second
quarter of 2019 and another 10 basis points of the decline came from the AIS
business we acquired in the fiscal third quarter of 2018.

Operating Expenses



Operating expenses increased 6.1% to $1.032 billion in fiscal 2019, as compared
to $972.4 million in fiscal 2018. Operating expenses were 30.7% of fiscal 2019
net sales, as compared to 30.4% for fiscal 2018. The increase in operating
expenses was primarily attributable to an increase in payroll and
payroll-related costs and freight costs, associated with higher sales volumes.
In addition, we incurred approximately $6.7 million in severance and separation
related costs in the fourth quarter of fiscal 2019. Operating expenses also
increased due to the acquisition of AIS in our third quarter of fiscal 2018
and from the operations of MSC Mexico which commenced in our second quarter of
fiscal 2019. AIS and MSC Mexico operating expenses, including non-recurring
acquisition and integration costs, accounted for $19.9 million and $4.6 million,
respectively, of total operating expenses for fiscal 2019 and AIS accounted for
$7.2 million of total operating expenses for fiscal 2018.

Payroll and payroll-related costs, excluding severance and separation charges,
were approximately 55.9% of total operating expenses for fiscal 2019, as
compared to approximately 56.7% for fiscal 2018. Included in payroll and
payroll-related costs are salary, incentive compensation, sales commission, and
fringe benefit costs. All of these costs, with the exception of incentive
compensation, increased for fiscal 2019, as compared to fiscal 2018, with much
of the increase attributable to an increase in salary expenses, primarily
related to annual merit increases and an increase in our field sales and service
associate headcount. Also contributing to the increase in payroll and
payroll-related costs were increased sales commissions due to higher sales
volume and increased fringe costs associated with higher medical costs.  These
increases were partially offset by a decrease in the incentive compensation
accrual.

                                       26

--------------------------------------------------------------------------------

Freight expense was approximately $138.2 million for fiscal 2019, as compared to $130.3 million for fiscal 2018. The primary driver of this was increased sales.

Income from Operations



Income from operations decreased 4.9% to $400.0 million in fiscal 2019, as
compared to $420.6 million in fiscal 2018. This was primarily attributable to
the increase in operating expenses as described above, partially offset by the
increase in net sales and gross profit. Income from operations as a percentage
of net sales decreased to 11.9% for fiscal 2019, from 13.1% for fiscal 2018,
primarily as the result of the decrease in the gross profit margin mentioned
above.

Total Other Expense

The increase in total other expense in fiscal 2019 compared to fiscal 2018 was primarily driven by higher average interest rates on our revolving credit facility, which is variable rate debt. During fiscal 2018, we increased the proportion of fixed rate debt to counteract an expectation of the rising interest rate environment.

Provision for Income Taxes



Our effective tax rate for fiscal 2019 was 24.6% as compared to 18.9% in fiscal
2018. The increase in the effective tax rate is primarily a result of the prior
fiscal year adjustment of the revaluation of net deferred tax liabilities as of
the enactment date of the Tax Cuts and Jobs Act ("TCJA"). During fiscal 2018,
the Company recorded a net tax benefit of $40.5 million due to the revaluation
of its net deferred tax liabilities primarily related to the lower federal
corporate tax rate, partially offset by the lower federal benefit for state
taxes and the change from a worldwide tax system to a territorial tax system.
See Note 7 "Income Taxes" in the Notes to the Consolidated Financial Statements
for further discussion.

Net Income

The factors which affected net income for fiscal 2019 as compared to the prior period have been discussed above.

Liquidity and Capital Resources



                                 August 29,          August 31,
                                    2020                2019             $ Change
                                                (Amounts in thousands)
Total debt                       $   619,266  $                441,884  $   177,382
Less: Cash and cash equivalents    (125,211)                  (32,286)     (92,925)
Net debt                         $   494,055  $                409,598  $    84,457
Equity                           $ 1,320,573  $              1,483,879  $ (163,306)


As of August 29, 2020, we held $125.2 million in cash, substantially all with
well-known financial institutions. Historically, our primary financing needs
have been to fund our working capital requirements necessitated by our sales
growth and the costs of acquisitions, new products, new facilities, facility
expansions, investments in vending solutions, technology investments, and
productivity investments. Cash generated from operations, together with
borrowings under our credit facilities, Private Placement Debt, and Shelf
Facility Agreements, have been used to fund these needs, to repurchase shares of
our Class A common stock, and to pay dividends. At August 29, 2020, total
borrowings outstanding, representing amounts due under our credit facilities,
Private Placement Debt, and Shelf Facility Agreements, as well as all finance
leases and financing arrangements, were $619.3 million, net of unamortized debt
issuance costs of $0.8 million. At August 31, 2019, total borrowings
outstanding, representing amounts due under our credit facilities, Private
Placement Debt, and Shelf Facility Agreements, as well as all capital leases and
financing arrangements, were $441.9 million, net of unamortized debt issuance
costs of $1.2 million.  The Company elected to draw down on the Committed
Facility to increase its cash position as a precautionary measure and to
preserve financial flexibility in consideration of the disruption and
uncertainty surrounding the ongoing COVID-19 pandemic.

We believe, based on our current business plan, that our existing cash, and cash
flow from operations, will be sufficient to fund necessary capital expenditures
and operating cash requirements for at least the next twelve months. The Company
further believes that its financial resources, along with managing discretionary
expenses, will allow it to manage the anticipated impact of COVID-19 on the
Company's business operations for the foreseeable future, which will
include reduced sales and net income levels for the Company. We have reduced
spending more broadly across the Company, only proceeding with operating and
capital spending that is critical. We have ceased substantially all hiring and
reduced

                                       27

--------------------------------------------------------------------------------

discretionary expenses. Looking ahead, we have developed contingency plans to reduce costs further if the situation deteriorates. The challenges posed by COVID-19 on the Company's business are evolving rapidly. Consequently, the Company will continue to evaluate its financial position in light of future developments, particularly those relating to COVID-19.

The table below summarizes information regarding the Company's cash flows:



                                                     Fiscal Years Ended
                                       August 29,       August 31,       September 1,
                                          2020             2019              2018
                                                   (Amounts in thousands)

Net cash provided by operating $ 396,739 $ 328,426 $


   339,658
activities
Net cash used in investing            $    (49,277)    $    (36,373)    $    (131,919)
activities
Net cash used in financing            $   (254,618)    $   (305,629)    $    (177,586)
activities
Effect of foreign exchange rate
changes on cash and cash              $          81    $       (355)    $   

(19)

equivalents

Net increase (decrease) in cash $ 92,925 $ (13,931) $


    30,134
and cash equivalents


Operating Activities

Net cash provided by operating activities for the fiscal years ended August 29,
2020 and August 31, 2019 was $396.7 million and $328.4 million, respectively.
There are various increases and decreases contributing to this change. A
decrease in the change in accounts receivable and in inventories resulting from
lower sales volumes, partially offset by a decrease in net income and a decrease
in the change in accounts payable and accrued liabilities contributed to most of
the increase in net cash provided by operating activities.

Net cash provided by operating activities for the fiscal years ended August 31,
2019 and September 1, 2018 was $328.4 million and $339.7 million,
respectively. There are various increases and decreases contributing to this
change. A smaller increase in the changes in accounts payable and accrued
liabilities relating to a decrease in the changes in the payroll and fringe
accruals based on the payroll periods, a decrease in net income, after
offsetting the income tax benefit recognized from the revaluation of the net
deferred tax liabilities as of the enactment date of the TCJA in the prior
fiscal year, partially offset by the smaller increase in the changes in accounts
receivable, contributed to most of the decrease in net cash provided by
operating activities.

                                    Fiscal Years Ended
                         August 29,    August 31,    September 1,
                            2020          2019           2018

                                  (Dollars in thousands)
Working Capital         $    829,037  $    752,696  $      656,984
Current Ratio                    3.0           2.7             2.3

Days Sales Outstanding          58.2          56.8            55.6
Inventory Turnover               3.3           3.5             3.7

The increase in working capital and the current ratio at August 29, 2020 compared to August 31, 2019 is primarily due to an increase in cash and a decrease in the current portion of debt, partially offset by a decrease in inventories and accounts receivable resulting from a decrease in sales.



The increase in days sales outstanding is primarily due to a receivables
portfolio consisting of a greater percentage of our national account program
sales, which are typically at longer terms. Inventory turns, calculated using a
thirteen-point average inventory balance, decreased resulting from lower sales
volumes and increased safety and janitorial inventory levels.

Investing Activities



Net cash used in investing activities for the fiscal years ended August 29, 2020
and August 31, 2019 was $49.3 million and $36.4 million, respectively. The use
of cash for both periods included expenditures for property, plant, and
equipment and the acquisition of certain assets of TAC Insumos Industriales, S.
de R.L. de C.V. and certain of its affiliates (together, "TAC"). Fiscal 2019
included a source of cash associated with proceeds from the sale of
Columbus-Franklin County Finance Authority bonds of $27.0 million, partially
offsetting the uses of cash mentioned above.

                                       28

--------------------------------------------------------------------------------
Net cash used in investing activities for the fiscal years ended August 31,
2019 and September 1, 2018 was $36.4 million and $131.9 million,
respectively. The use of cash for fiscal 2019 consisted of expenditures for
property, plant, and equipment and the acquisition of certain assets of TAC.
This was offset by the cash received from the sale of the Finance Authority
bonds that were redeemed on May 29, 2019. The use of cash for fiscal 2018 was
primarily related to the AIS acquisition. The remainder of the use of cash for
investing activities in fiscal 2018 consisted of expenditures for property,
plant, and equipment.



Financing Activities

Net cash used in financing activities for the fiscal years ended August 29, 2020
and August 31, 2019 was $254.6 million and $305.6 million, respectively. The
major components contributing to the use of cash for fiscal 2020 were the
regular and special dividends paid of $444.2 million and payments under Shelf
Facility and Private Placement of $20.0 million. These were partially offset by
proceeds from the issuance of long-term debt of $100.0 million and net
borrowings under all the credit facilities of $96.2 million. The major
components contributing to the use of cash for fiscal 2019 were the repurchase
of our common stock of $84.6 million, dividends paid of $145.7 million, net
payments on all the credit facilities of $69.0 million, and payments on capital
lease and financing obligations of $28.4 million primarily related to the lease
with the Finance Authority upon the settlement of the bonds. This was partially
offset by proceeds from the exercise of common stock options of $15.6 million.

Net cash used in financing activities for the fiscal years ended August 31,
2019 and September 1, 2018 was $305.6 million and $177.6 million,
respectively. The major components contributing to the use of cash for fiscal
2019 were the repurchase of our common stock of $84.6 million, dividends paid of
$145.7 million, net payments on all the credit facilities of $69.0 million, and
payments on capital lease and financing obligations of $28.4 million
primarily related to the lease with the Finance Authority upon the settlement of
the bonds. This was partially offset by proceeds from the exercise of common
stock options of $15.6 million. The major components contributing to the use of
cash for fiscal 2018 were dividends paid of $125.4 million and the repurchase of
our common stock of $82.4 million.

Debt

Credit Facilities



In April 2017, the Company entered into the $600.0 million Committed Facility.
The Company also has six Uncommitted Facilities, totaling $415.0 million of
maximum uncommitted availability.  See Note 9 "Debt" in the Notes to the
Consolidated Financial Statements for more information about the credit
facilities. As of August 29, 2020, the Company had outstanding borrowings of
$1.2 million under the Uncommitted Facilities and $250.0 million under the
Committed Facility.

As of August 29, 2020, we were in compliance with the operating and financial
covenants of the credit facilities. The Company made additional payments of
$80.0 million through October 1, 2020 on the Committed Facility. The current
unused balance of $425.8 million from the Committed Facility, which is reduced
by outstanding letters of credit, is available for working capital purposes if
necessary.

Private Placement Debt and Shelf Facilities





In July 2016, we completed the issuance and sale of unsecured senior notes. In
January 2018, we entered into two Note Purchase and Private Shelf Agreements. In
June 2018 and March 2020, we entered into additional note purchase
agreements. See Note 9 "Debt" in the Notes to the Consolidated Financial
Statements for more information about these transactions.

Finance Leases and Financing Arrangements



From time to time, we enter into finance leases and financing arrangements. See
Note 10 "Leases" and Note 9 "Debt," respectively, in the Notes to the
Consolidated Financial Statements for more information about our finance lease
and financing arrangements.

Operating Leases

As of August 29, 2020, certain of our operations are conducted on leased premises. These leases are for varying periods, the longest extending to fiscal 2031. In addition, we are obligated under certain equipment and automobile operating


                                       29

--------------------------------------------------------------------------------
leases, which expire on varying dates through fiscal 2024.  See Note 10 "Leases"
in the Notes to the Consolidated Financial Statements for more information about
our operating lease arrangements.

Capital Expenditures



We continue to invest in sales productivity initiatives, eCommerce and vending
platforms, customer fulfillment centers and distribution network, and in other
infrastructure and technology.

Contractual Obligations

The following table summarizes our undiscounted contractual obligations at August 29, 2020 (in thousands):



                                                     Less than                                    More than 5
Contractual Obligations                    Total       1 year      1 - 3 years     3 - 5 years       years
Operating lease obligations(1)           $  60,928   $   23,272   $      22,659   $       8,950   $     6,047
Finance lease obligations(2)                 3,892        1,375           2,362             155             -
Maturities of long-term debt, net of       515,000       20,000         275,000          70,000       150,000
interest(3)
Estimated interest on long-term             47,812       10,432          20,763          11,117         5,500
debt(4)
Total contractual obligations            $ 627,632   $   55,079   $     

320,784 $ 90,222 $ 161,547

__________________________



(1)Certain of our operations are conducted on leased premises. These leases
(most of which require us to provide for the payment of real estate taxes,
insurance and other operating costs) are for varying periods, the longest
extending to the fiscal year 2031. In addition, we are obligated under certain
equipment and automobile operating leases, which expire on varying dates through
fiscal 2024. See Note 10 in the Notes to the Consolidated Financial Statements
for additional information on our operating lease arrangements.

(2)As of August 29, 2020, the Company has entered into various financing leases
for certain IT equipment, which expire on varying dates through fiscal 2025. See
Note 10 in the Notes to the Consolidated Financial Statements for additional
information on our financing lease arrangements.

(3)Excludes debt issuance costs.

(4)Interest payments for long-term debt are based on principal amounts and coupons or contractual rates at fiscal year end.





The Company has recorded a non-current liability of $11.6 million for tax
uncertainties and interest as of August 29, 2020. This amount is excluded from
the table above, as the Company cannot make reliable estimates of these cash
flows by period. See Note 7 "Income Taxes" in the Notes to the Consolidated
Financial Statements.

Off-Balance Sheet Arrangements

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

Critical Accounting Estimates



We make estimates, judgments and assumptions in determining the amounts reported
in the 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. Our significant accounting policies are described in the Notes to the
Consolidated Financial Statements. The accounting policies described below are
impacted by our critical accounting estimates. More information on the critical
accounting estimates can be found in Note 1 "Business and Summary of Significant
Accounting Policies" in the Notes to the Consolidated Financial Statements.

Allowance for Doubtful Accounts



We perform periodic credit evaluations of our customers' financial condition,
and collateral is generally not required. The Company considers several factors
to estimate the allowance for uncollectible accounts receivable including the
age of the receivables and the historical ratio of actual write-offs to the age
of the receivables.

                                       30

--------------------------------------------------------------------------------

Inventories



Inventory is reflected at the lower of weighted average cost or market
considering future demand, market conditions and physical condition of the
inventory. We write down inventories for shrinkage and slow-moving or obsolete
inventory. The analysis includes inventory levels, sales information, historical
write-down information, and the on-hand quantities relative to the sales history
for the product.

Goodwill and Indefinite-Lived Intangible Assets



The purchase price of an acquired company is allocated between intangible assets
and the net tangible assets of the acquired business with the residual of the
purchase price recorded as goodwill. The determination of the value of the
intangible assets acquired involves certain judgments and estimates. These
judgments can include, but are not limited to, the cash flows that an asset is
expected to generate in the future and the appropriate weighted average cost of
capital. The Company annually reviews goodwill at the reporting unit level and
intangible assets that have indefinite lives for impairment in its fiscal fourth
quarter and when events or changes in circumstances indicate the carrying value
of these assets might exceed their current fair values.

Income Taxes



The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the differences between the financial
reporting and tax basis of assets and liabilities, using enacted tax rates in
effect for the year in which the differences are expected to reverse. The tax
balances and income tax expense recognized by the Company are based on
management's interpretations of the tax laws of multiple jurisdictions. Income
tax expense reflects the Company's best estimates and assumptions regarding,
among other items, the level of future taxable income, interpretation of tax
laws and uncertain tax positions.

Other



Other significant accounting policies, not involving the same level of
measurement uncertainties as those discussed above, are nevertheless important
to an understanding of the financial statements. Policies such as revenue
recognition, depreciation, intangibles, long-lived assets and warranties require
judgments on complex matters that are often subject to multiple external sources
of authoritative guidance such as the Financial Accounting Standards Board and
the SEC. Possible changes in estimates or assumptions associated with these
policies are not expected to have a material effect on the financial condition
or results of operations of the Company. More information on these additional
accounting policies can be found in Note 1 "Business and Summary of Significant
Accounting Policies" in the Notes to the Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

Refer to Note 1 "Business and Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements.




                                       ?

                                       31

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses