MSC INDUSTRIAL DIRECT CO INC

Previous wording

MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with inventory management and other supply chain solutions and deep expertise from more than 80 years of working with customers across industries. We offer approximately 2.4 million active, saleable stock-keeping units through our catalogs; our brochures; our E-commerce channels, including our website, www.mscdirect.com (the “MSC website”); our inventory management solutions; and our customer care centers, customer fulfillment centers (“CFCs”), regional inventory centers and warehouses. We service our customers from six CFCs, 10 regional inventory centers, 40 warehouses, and four manufacturing locations. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers and diversify our customer base.

Current wording

MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with inventory management and other supply chain solutions and deep expertise from more than 80 years of working with customers across industries. We offer approximately 2.4 million active, saleable stock-keeping units through our catalogs; our brochures; our E-commerce channels, including our website, www.mscdirect.com (the “MSC website”); our inventory management solutions; and our customer care centers, customer fulfillment centers (“CFCs”), regional inventory centers and warehouses. We service our customers from five CFCs, nine regional inventory centers, 43 warehouses, and five manufacturing locations. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers and diversify our customer base.

Previous wording

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 to continue to provide additional procurement cost-saving solutions to our customers through technology such as our Electronic Data Interchange (“EDI”) systems, vendor-managed inventory (“VMI”) systems and vending programs. Our vending machines in service totaled 26,438 as of June 1, 2024, compared to 24,038 as of June 3, 2023, and our In-Plant programs totaled 325 locations as of June 1, 2024, compared to 246 as of June 3, 2023. Our sales force, which focuses on a more complex and high-touch role, drives value for our customers by enabling them to achieve higher levels of growth, profitability and productivity. Our field sales and service associate headcount was 2,664 as of June 1, 2024, compared to 2,580 as of June 3, 2023.

Current wording

Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customer’s needs. 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 focus on offering inventory, process and procurement solutions that reduce supply chain costs and improve plant floor productivity for our customers. We aim to achieve ongoing cost reductions throughout our business by implementing cost-saving strategies and leveraging our existing infrastructure. Additionally, we provide our customers with further procurement cost-saving solutions through technologies such as our Vendor Managed Inventory (“VMI”), Customer Managed Inventory (“CMI”) and vending programs. Our vending machines in service totaled 27,747 as of November 30, 2024, compared to 25,320 as of December 2, 2023, and our In-Plant programs totaled 369 locations as of November 30, 2024, compared to 287 as of December 2, 2023. Our sales force, which focuses on a more complex and high-touch role, drives value for our customers by enabling them to achieve higher levels of growth, profitability and productivity. Our field sales and service associate headcount was 2,723 as of November 30, 2024, compared to 2,619 as of December 2, 2023.

Previous wording

Highlights during the thirty-nine weeks ended June 1, 2024 include the following:

Current wording

Highlights during the thirteen-week period ended November 30, 2024 include:

Previous wording

•We generated $303.4 million of cash from operations, compared to $567.1 million for the same period in the prior fiscal year. The decline was primarily due to the $300.0 million Receivables Purchase Agreement (the “RPA”) entered into during the second quarter of fiscal year 2023.

Current wording

•We generated $101.9 million of cash from operations, compared to $81.2 million for the same period in the prior fiscal year.

Previous wording

•We had net borrowings of $50.0 million on our credit facilities, private placement debt and shelf facility agreements, compared to net payments of $330.0 million for the same period in the prior fiscal year.

Current wording

•We had net borrowings of $11.8 million on our credit facilities and private placement debt, compared to net borrowings of $83.0 million for the same period in the prior fiscal year.

Previous wording

•We paid out an aggregate $140.7 million in regular cash dividends, compared to an aggregate $132.5 million in regular cash dividends for the same period in the prior fiscal year.

Current wording

•We paid out an aggregate $47.5 million in regular cash dividends, compared to an aggregate $47.2 million in regular cash dividends for the same period in the prior fiscal year.

Previous wording

•We repurchased $167.2 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), compared to $31.1 million for the same period in the prior fiscal year. The higher share repurchase volume was primarily to offset the share dilution resulting from the Reclassification (as defined below).

Current wording

•We repurchased $18.1 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), excluding excise taxes, compared to $132.0 million for the same period in the prior fiscal year. The higher share repurchase volume in the prior year was primarily due to repurchases to offset the share dilution resulting from the Reclassification.

Previous wording

Our Company-wide initiative, referred to as “Mission Critical,” which focused on market share capture and improved profitability came to a close at the end of fiscal year 2023. We successfully executed on our Mission Critical initiatives, which included solidifying our market-leading metalworking business, with an emphasis on selling our product portfolio, expanding our solutions, improving our digital and E-commerce capabilities and diversifying our customers and end-markets. The next phase of our mission critical journey is anchored in three pillars: maintaining the momentum of the first phase of the Mission Critical program and our existing growth drivers, increasing our focus on both core customers and Original Equipment Manufacturer fasteners, and driving productivity improvements and reducing operating expenses as a percentage of net sales. To accomplish the next phase of our mission critical journey, we will leverage investments in advanced analytics to improve supply chain performance, maintain momentum from our category line reviews and upgrade our digital core to unlock productivity within our order-to-cash and procure-to-pay processes. In fiscal year 2024, we completed our web price realignment initiative, and we are currently in the process of rolling out our E-commerce enhancements.

Current wording

The first phase of our Company-wide initiative, referred to as “Mission Critical,” focused on market share capture and improved profitability. We successfully executed on the first phase of Mission Critical initiatives at the end of fiscal year 2023, which included solidifying our market-leading metalworking business, with an emphasis on selling our product portfolio, expanding our solutions, improving our digital and E-commerce capabilities and diversifying our customers and end-markets. The next phase of our mission critical journey, which began in fiscal year 2024, is anchored in three pillars: (i) maintaining the momentum of the first phase of the mission critical program and our existing growth drivers, (ii) increasing our focus on both core customers and OEM fasteners, and (iii) driving productivity improvements and reducing operating expenses as a percentage of net sales. To accomplish the next phase of our mission critical journey, we will leverage investments in advanced analytics to improve supply chain performance, maintain momentum from our category line reviews and upgrade our digital core to unlock productivity within our order-to-cash and procure-to-pay processes. In fiscal year 2024, we completed our web price realignment initiative, and we are currently in the process of rolling out our E-commerce enhancements.

Previous wording

Our primary 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. We have experienced success to date as measured by the growth rates of our high-touch programs, such as vending and in-plant programs, and the rate of new customer implementations. 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.

Current wording

Our primary 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. We have experienced success to date as measured by the growth rates of our high-touch programs, such as vending and in-plant programs, and the rate of new customer implementations. Our strategy is to position ourselves as 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.

Previous wording

The United States economy has experienced various macroeconomic pressures including an elevated inflationary environment, sustained high interest rates and general economic and political uncertainty. Such pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations. During the first three quarters of fiscal year 2024, the Company experienced softening demand for the products and services it offers as evidenced by the decrease in the average IP Index (as defined below) during the third quarter. This demand softening was felt more acutely in the manufacturing industry, which is the largest end-market for the Company’s products.

Current wording

The United States economy has experienced various macroeconomic pressures including an elevated inflationary environment, sustained high interest rates and general economic and political uncertainty. Such pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations.

Previous wording

We utilize various indices when evaluating the level of our business activity, including the Industrial Production (“IP”) Index. Approximately 67% and 68% of our revenues came from sales in the manufacturing sector during the thirteen- and thirty-nine-week periods ended June 1, 2024, respectively. Through statistical analysis, we have found that trends in our customers’ activity have correlated to changes in the IP Index. 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 IP Index over the three months ended May 2024 and the average for the three- and 12-month periods ended May 2024 were as follows:

Current wording

We utilize various indices when evaluating the level of our business activity, including the Industrial Production (“IP”) Index. Approximately 66% of our revenues came from sales in the manufacturing sector during the thirteen-week period ended November 30, 2024. Through statistical analysis, we have found that trends in our customers’ activity have correlated to changes in the IP Index. 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 IP Index over the three months ended November 2024 and the average for the three- and 12-month periods ended November 2024 were as follows:

Previous wording

The average IP Index for the three months ended May 2024 of 102.7 increased relative to the adjusted average from the second fiscal quarter of 2024 of 102.3 but declined relative to the adjusted average from the same period in the prior fiscal year of 102.9. These readings indicate minimal improvement in a challenging macro environment, specifically in the heavy manufacturing end-market, which represented 46% of our revenues during the thirteen-week period ended June 1, 2024. General economic uncertainty remains driven by an elevated inflationary environment, sustained high interest rates and political uncertainty. As we see the IP Index continue to fluctuate, we will monitor the current economic conditions for the impact on our customers and markets and assess both risks and opportunities that may affect our business and operations.

Current wording

We will monitor the current economic conditions for the impact on our customers and markets and assess both risks and opportunities that may affect our business and operations.

Previous wording

Net sales decreased 7.1%, or $75.1 million, to $979.4 million for the thirteen-week period ended June 1, 2024, as compared to $1,054.5 million for the same period in the prior fiscal year. The $75.1 million decrease in net sales was comprised of $75.7 million of lower sales volume and a negative $4.4 million impact from pricing, inclusive of impacts from our web price realignment initiative and changes in customer and product mix, discounting and other items, partially offset by $3.9 million of net sales from acquisitions occurring after the third quarter of fiscal year 2023 and $1.1 million of favorable foreign exchange impact. Of the $75.1 million decrease in net sales during the thirteen-week period ended June 1, 2024, sales to our core and other customers decreased $39.8 million, sales to our public sector customers decreased $31.2 million and sales to our national account customers decreased $4.1 million.

Current wording

Net sales decreased 2.7%, or $25.5 million, to $928.5 million for the thirteen-week period ended November 30, 2024, as compared to $954.0 million for the same period in the prior fiscal year. The $25.5 million decrease in net sales was comprised of $32.1 million of lower sales volume, $2.4 million of unfavorable foreign exchange impact and a negative $0.4 million impact from pricing, inclusive of changes in customer and product mix, discounting and other items, partially offset by an additional $9.4 million of net sales as a result of our fiscal year 2024 acquisitions. Of the $25.5 million decrease in net sales during the thirteen-week period ended November 30, 2024, sales to our core and other customers decreased $27.6 million, sales to our national account customers decreased $5.6 million and sales to our public sector customers increased $7.7 million.

Previous wording

(3)Includes reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.

Current wording

(4)Includes reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.

Previous wording

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through EDI systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.3% of consolidated net sales for the thirteen-week period ended June 1, 2024, as compared to 60.1% of consolidated net sales for the same period in the prior fiscal year.

Current wording

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through EDI systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for the thirteen-week period ended November 30, 2024, as compared to 63.3% of consolidated net sales for the same period in the prior fiscal year.

Previous wording

Gross profit of $400.4 million for the thirteen-week period ended June 1, 2024 decreased $28.5 million, or 6.6%, compared to the same period in the prior fiscal year. Gross profit margin was 40.9% for the thirteen-week period ended June 1, 2024, as compared to 40.7% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The increase in gross profit margin was primarily a result of significant public sector sales in the prior fiscal year period that were transacted below our typical public sector margins, which did not repeat in the current fiscal year period. This benefit was partially offset by negative price-cost impacts during the current fiscal quarter, primarily due to temporary excess discounting during the launch of our web price realignment initiative.

Current wording

Gross profit of $378.2 million for the thirteen-week period ended November 30, 2024 decreased $14.9 million, or 3.8%, compared to the same period in the prior fiscal year. Gross profit margin was 40.7% for the thirteen-week period ended November 30, 2024, as compared to 41.2% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The decrease in gross profit margin was primarily a result of headwinds between sales price and cost of goods sold and, to a lesser extent, a negative impact from recent acquisitions.

Previous wording

Operating expenses decreased 0.9%, or $2.7 million, to $289.0 million for the thirteen-week period ended June 1, 2024, as compared to $291.7 million for the same period in the prior fiscal year. Operating expenses were 29.5% of net sales for the thirteen-week period ended June 1, 2024, as compared to 27.7% for the same period in the prior fiscal year. The decrease in Operating expenses was primarily attributable to lower variable expenses associated with lower sales volume, including lower incentive compensation and freight expense. The primary drivers of the increase in Operating expenses as a percentage of net sales were higher payroll costs, primarily due to higher associate headcount to support our strategic growth investments and our annual merit increases, and investments supporting our digital initiatives and solutions growth.

Current wording

Operating expenses increased 4.4%, or $12.9 million, to $303.6 million for the thirteen-week period ended November 30, 2024, as compared to $290.6 million for the same period in the prior fiscal year. Operating expenses were 32.7% of net sales for the thirteen-week period ended November 30, 2024, as compared to 30.5% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales were primarily higher payroll costs, primarily due to higher associate headcount to support our strategic growth investments and our annual merit increases, and investments supporting our digital initiatives and solutions growth.

Previous wording

Payroll and payroll-related costs for the thirteen-week period ended June 1, 2024 were 55.4% of total Operating expenses, as compared to 56.1% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission and fringe benefit costs, decreased $3.6 million for the thirteen-week period ended June 1, 2024. The majority of this decrease compared to the same period in the prior fiscal year was due to lower incentive compensation and fringe benefit costs, partially offset by higher salary expense attributable to higher associate headcount to support our strategic growth investments and our annual merit increases.

Current wording

Payroll and payroll-related costs for the thirteen-week period ended November 30, 2024 were 57.2% of total Operating expenses, as compared to 56.8% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission and fringe benefit costs, increased $8.6 million for the thirteen-week period ended November 30, 2024. The majority of this increase compared to the same period in the prior fiscal year was due to higher incentive compensation and fringe benefit costs, as well as higher salary expense attributable to higher associate headcount to support our strategic growth investments and our annual merit increases.

Previous wording

Freight expense was $37.4 million for the thirteen-week period ended June 1, 2024, as compared to $39.4 million for the same period in the prior fiscal year. The primary driver of the decrease in freight expense was a decrease in sales volume.

Current wording

Freight expense was $37.5 million for the thirteen-week period ended November 30, 2024, as compared to $37.4 million for the same period in the prior fiscal year.

Previous wording

We incurred $4.7 million in Restructuring and other costs for the thirteen-week period ended June 1, 2024, as compared to $1.8 million for the same period in the prior fiscal year. Restructuring and other costs primarily consist of consulting-related costs associated with the Company’s strategic realignment efforts to optimize its supply chain and distribution network. See Note 9, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Current wording

We incurred $2.3 million in Restructuring and other costs for the thirteen-week period ended November 30, 2024, as compared to $0.9 million for the same period in the prior fiscal year. The increase in Restructuring and other costs primarily consisted of consulting-related costs associated with the Company’s strategic realignment efforts to optimize its supply chain and distribution network. See Note 9, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Previous wording

Income from operations decreased 21.1%, or $28.6 million, to $106.8 million for the thirteen-week period ended June 1, 2024, as compared to $135.4 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 10.9% for the thirteen-week period ended June 1, 2024, as compared to 12.8% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a higher level of Restructuring and other costs and an increase in Operating expenses as a percentage of net sales, partially offset by a higher gross profit margin during the thirteen-week period ended June 1, 2024.

Current wording

Income from operations decreased 28.8%, or $29.3 million, to $72.3 million for the thirteen-week period ended November 30, 2024, as compared to $101.6 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 7.8% for the thirteen-week period ended November 30, 2024, as compared to 10.6% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a lower gross profit margin and an increase in Operating expenses as a percentage of net sales during the thirteen-week period ended November 30, 2024.

Previous wording

The Company’s effective tax rate for the thirty-nine-week period ended June 1, 2024 was 24.2%, as compared to 24.9% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to a higher tax benefit from stock-based compensation.

Current wording

The Company’s effective tax rate for the thirteen-week period ended November 30, 2024 was 24.6%, as compared to 24.3% for the same period in the prior fiscal year. The increase in the effective tax rate was primarily due to a lower tax benefit from stock-based compensation.

Previous wording

As of June 1, 2024, we had $25.9 million in cash and cash equivalents, 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 and net proceeds from the private placement notes, have been used to fund these needs, to repurchase shares of Class A Common Stock from time to time, and to pay dividends to our shareholders.

Current wording

As of November 30, 2024, we had $57.3 million in cash and cash equivalents, 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 and net proceeds from the private placement notes, have been used to fund these needs, to repurchase shares of Class A Common Stock from time to time, and to pay dividends to our shareholders.

Previous wording

As of June 1, 2024, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $506.1 million, net of unamortized debt issuance costs of $0.9 million, as compared to total borrowings outstanding of $454.3 million, net of unamortized debt issuance costs of $1.0 million, as of the end of fiscal year 2023. The increase in total borrowings outstanding was driven by higher net borrowings under our credit facilities to fund our recent higher share repurchase volume to offset the share dilution resulting from the Reclassification. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Current wording

As of November 30, 2024, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $520.0 million, net of unamortized debt issuance costs of $0.7 million, as compared to total borrowings outstanding of $508.8 million, net of unamortized debt issuance costs of $0.8 million, as of the end of fiscal year 2024. The increase in total borrowings outstanding was driven by higher net borrowings under our credit facilities to fund the repurchase of shares of Class A Common Stock during the first quarter of fiscal year 2025. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Previous wording

Net cash provided by operating activities was $303.4 million for the thirty-nine weeks ended June 1, 2024, compared to $567.1 million for the thirty-nine weeks ended June 3, 2023. The decrease was primarily due to the following:

Current wording

Net cash provided by operating activities was $101.9 million for the thirteen weeks ended November 30, 2024, compared to $81.2 million for the thirteen weeks ended December 2, 2023. The increase was primarily due to the following:

Previous wording

Working capital as of June 1, 2024 declined compared to September 2, 2023 and declined slightly compared to June 3, 2023, while the current ratio increased compared to both September 2, 2023 and June 3, 2023. The decrease in working capital was primarily due to lower inventory and cash balances, partially offset by lower balances in the Current portion of debt including obligations under finance leases and Accrued expenses and other current liabilities.

Current wording

Working capital as of November 30, 2024 declined slightly compared to August 31, 2024 and declined compared to December 2, 2023, while the current ratio declined slightly compared to both August 31, 2024 and December 2, 2023. The decrease in working capital compared to December 2, 2023 was primarily due to lower inventory balances, partially offset by lower balances in the Current portion of debt including obligations under finance leases and Accrued expenses and other current liabilities.

Previous wording

The increase in days’ sales outstanding as of June 1, 2024 as compared to both September 2, 2023 and June 3, 2023 was primarily due to the receivables portfolio consisting of a greater percentage of our national account program sales, which typically have longer payment terms.

Current wording

Days’ sales outstanding as of November 30, 2024 remained comparable to December 2, 2023, whereas the increase in days’ sales outstanding as of November 30, 2024 as compared to August 31, 2024 was primarily due to the receivables portfolio consisting of a greater percentage of our national account program sales, which typically have longer payment terms.

Previous wording

Inventory turnover as of June 1, 2024 increased compared to both September 2, 2023 and June 3, 2023. This improvement in inventory turnover was due to growth in cost of goods sold outpacing growth in inventory. Recent lower inventory balances were due to lower purchase volumes, category management efforts and supply chain efficiencies.

Current wording

Inventory turnover as of November 30, 2024 remained comparable August 31, 2024 and increased compared to December 2, 2023. This improvement in inventory turnover compared to December 2, 2023 was due to growth in cost of goods sold outpacing growth in inventory. Recent lower inventory balances were due to lower purchase volumes, category management efforts and supply chain efficiencies.

Previous wording

Net cash used in investing activities for the thirty-nine weeks ended June 1, 2024 and June 3, 2023 was $83.2 million and $84.3 million, respectively. The use of cash for both periods was primarily due to expenditures for property, plant and equipment mainly related to vending programs and other infrastructure and technology investments. The use of cash for the thirty-nine weeks ended June 1, 2024 and June 3, 2023 also included cash outflows due to the acquisitions of KAR and SMRT in fiscal year 2024 and Buckeye Industrial Supply Co. and Tru-Edge Grinding, Inc. in fiscal year 2023.

Current wording

Net cash used in investing activities for the thirteen weeks ended November 30, 2024 and December 2, 2023 was $20.4 million and $18.4 million, respectively. The use of cash for both periods was primarily due to expenditures for property, plant and equipment mainly related to vending programs and other infrastructure and technology investments.

Previous wording

Net cash used in financing activities was $244.5 million for the thirty-nine weeks ended June 1, 2024, compared to $468.1 million for the thirty-nine weeks ended June 3, 2023, primarily due to the following:

Current wording

Net cash used in financing activities was $53.4 million for the thirteen weeks ended November 30, 2024, compared to $87.2 million for the thirteen weeks ended December 2, 2023, primarily due to the following:

Previous wording

•$167.2 million in aggregate repurchases of Class A Common Stock during the thirty-nine weeks ended June 1, 2024, compared to $31.1 million in aggregate repurchases of Class A Common Stock during the thirty-nine weeks ended June 3, 2023;

Current wording

•$18.1 million in aggregate repurchases of Class A Common Stock during the thirteen weeks ended November 30, 2024, compared to $132.0 million in aggregate repurchases of Class A Common Stock during the thirteen weeks ended December 2, 2023;

Previous wording

•$140.7 million of regular cash dividends paid during the thirty-nine weeks ended June 1, 2024, compared to $132.5 million of regular cash dividends paid during the thirty-nine weeks ended June 3, 2023; and

Current wording

•$47.5 million of regular cash dividends paid during the thirteen weeks ended November 30, 2024, compared to $47.2 million of regular cash dividends paid during the thirteen weeks ended December 2, 2023; and

Previous wording

•net borrowings of $50.0 million under our credit facilities, private placement debt and shelf facility agreements during the thirty-nine weeks ended June 1, 2024, compared to net payments of $330.0 million during the thirty-nine weeks ended June 3, 2023.

Current wording

•net borrowings of $11.8 million under our credit facilities and private placement debt during the thirteen weeks ended November 30, 2024, compared to net borrowings of $83.0 million during the thirteen weeks ended December 2, 2023.

Previous wording

In April 2017, the Company entered into a $600.0 million revolving credit facility, which was subsequently amended and extended in August 2021. As of June 1, 2024, the Company also had three uncommitted credit facilities, totaling $208.0 million in aggregate maximum uncommitted availability. As of June 1, 2024, we were in compliance with the operating and financial covenants of our credit facilities. The current unused balance of $518.7 million from the revolving credit facility, which is reduced by outstanding letters of credit, is available for working capital purposes if necessary. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Current wording

In April 2017, the Company entered into a $600.0 million revolving credit facility, which was subsequently amended and extended in August 2021. Subsequent to the fiscal quarter ended November 30, 2024, the Company made additional net payments of $20.0 million through December 18, 2024 on its revolving credit facility. The current unused balance of $528.7 million from the revolving credit facility, which is reduced by outstanding letters of credit, is available for working capital purposes if necessary. As of November 30, 2024, the Company also had three uncommitted credit facilities, totaling $211.0 million in aggregate maximum uncommitted availability. As of November 30, 2024, we were in compliance with the operating and financial covenants of our credit facilities. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Previous wording

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 facility agreements (together, the “Shelf Facility Agreements”). In June 2018 and March 2020, we entered into additional note purchase agreements. No new notes may be issued pursuant to the Shelf Facility Agreements. In March 2024, the Company paid $50.0 million to satisfy its obligation on the 2.40% Series 2019A Notes, due March 5, 2024, which were the last notes associated with the Shelf Facility Agreements. In April 2024, the Company completed the issuance and sale of $50.0 million aggregate principal amount of 5.73% Senior Notes, due April 18, 2027. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these transactions.

Current wording

In July 2016, we completed the issuance and sale of unsecured senior notes. In June 2018 and March 2020, we entered into additional note purchase agreements. In April 2024, the Company completed the issuance and sale of senior notes. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these transactions.