Capital Allocation and Fiscal Year 2023 Targets
Cautionary Note Regarding Forward-Looking
Statements
Statements in this presentation may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may
occur in the future, including statements about the future impact of COVID-19 on our business operations, results of operations and financial
condition, expected future results, expected benefits from our investment and strategic plans and other initiatives, and expected future growth,
profitability and return on invested capital, are forward-looking statements. The words "will,", "may," "believes," "anticipates," "thinks," "expects,"
"estimates," "plans," "intends," and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in
this presentation does not constitute an admission by MSC Industrial or any other person that the events or circumstances described in such
statement are material. Factors that could cause actual results to differ materially from those in forward-looking statements include the following,
many of which are and will be amplified by the COVID-19 pandemic: the impact of the COVID-19 pandemic on our sales, operations and supply
chain; general economic conditions in the markets in which we operate, including conditions resulting from the COVID-19 pandemic; changing
customer and product mixes; competition, including the adoption by competitors of aggressive pricing strategies and sales methods; industry
consolidation and other changes in the industrial distribution sector; our ability to realize the expected benefits from our investment and strategic
plans, including our transition from being a spot-buy supplier to a mission-critical partner to our customers; our ability to realize the expected cost
savings and benefits from our restructuring activities and structural cost reductions; the retention of key personnel; volatility in commodity and energy
prices; the credit risk of our customers, including changes in credit risk as a result of the COVID-19 pandemic; the risk of customer cancellation or
rescheduling of orders; difficulties in calibrating customer demand for our products, in particular personal protective equipment or "PPE" products,
which could cause an inability to sell excess products ordered from manufacturers resulting in inventory write-downs or could conversely cause
inventory shortages of such products; work stoppages, labor shortages or other business interruptions (including those due to extreme weather
conditions or as a result of the COVID-19 pandemic) at transportation centers, shipping ports, our headquarters or our customer fulfillment centers;
disruptions or breaches of our information systems, or violations of data privacy laws; the retention of qualified sales and customer service personnel
and metalworking specialists; the risk of loss of key suppliers or key brands or supply chain disruptions, including due to import restrictions resulting
from the COVID-19 pandemic; changes to governmental trade policies, including the impact from significant import restrictions or tariffs; risks related
to opening or expanding our customer fulfillment centers; our ability to estimate the cost of healthcare claims incurred under our self-insurance plan;
litigation risk due to the nature of our business; risks associated with the integration of acquired businesses or other strategic transactions; financial
restrictions on outstanding borrowings; our ability to maintain our credit facilities; the interest rate uncertainty due to the London Interbank Offered
Rate ("LIBOR") reform; the failure to comply with applicable environmental, health and safety laws and regulations, including government action in
response to the COVID-19 pandemic, and other laws applicable to our business; the outcome of government or regulatory proceedings or future
litigation; goodwill and intangible assets recorded resulting from our acquisitions could be impaired; our common stock price may be volatile due to
factors outside of our control; and our principal shareholders exercise significant control over us, which may result in our taking actions or failing to
take actions that are in the best interests of other shareholders. Additional information concerning these and other risks is described under "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual and Quarterly Reports on
Forms 10-K and 10-Q, respectively, and in the other reports and documents that we file with the U.S. Securities and Exchange Commission. We
expressly disclaim any obligation to update any of these forward-looking statements, except to the extent required by applicable law.
MSC
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