Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

June 27, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                                   to                                                          

Commission File Number1-7724

LOGO

Snap-on Incorporated

(Exact name of registrant as specified in its charter)

Delaware39-0622040
(State of incorporation)(I.R.S. Employer Identification No.)
2801 80th Street, Kenosha, Wisconsin53143
2801 80th Street,Kenosha,Wisconsin53143
(Address of principal executive offices)(Zip code)

(262)656-5200

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueSNANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer ☒    Accelerated filer ☐    Non-accelerated filer ☐    Smaller reporting company ☐

Emerging growth company ☐

Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Class

Outstanding at October 13, 2017

Common Stock, $1.00 par value57,007,188 shares


TABLE OF CONTENTS

ClassPageOutstanding at July 24, 2020

Part I: Financial Information

Common Stock, $1.00 par value
54,466,147 shares



Table of Contents
TABLE OF CONTENTS

Item 1.    

Financial Statements

Page
5-6
8
9-36

37-56

57-58

58-59

59-60

61

62


2

PART I. FINANCIAL INFORMATION


Item 1: Financial Statements


SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts in millions, except per share data)

(Unaudited)

   Three Months Ended   Nine Months Ended 
     September 30,  
2017
     October 1,  
2016
     September 30,  
2017
     October 1,  
2016
 

Net sales

    $903.8        $834.1        $2,712.3        $2,540.6    

Cost of goods sold

       (455.2)          (415.0)          (1,352.7)          (1,274.9)   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

   448.6       419.1       1,359.6       1,265.7    

Operating expenses

   (295.5)      (261.5)      (853.3)      (786.3)   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings before financial services

   153.1       157.6       506.3       479.4    

Financial services revenue

   79.0       71.6       233.5       207.2    

Financial services expenses

   (23.0)      (21.0)      (70.4)      (60.1)   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings from financial services

   56.0       50.6       163.1       147.1    
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings

   209.1       208.2       669.4       626.5    

Interest expense

   (13.1)      (13.1)      (38.8)      (39.1)   

Other income (expense) – net

   (2.1)      (0.8)      (5.7)      (0.3)   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes and equity earnings

   193.9       194.3       624.9       587.1    

Income tax expense

   (57.2)      (59.6)      (187.1)      (179.4)   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before equity earnings

   136.7       134.7       437.8       407.7    

Equity earnings, net of tax

   0.4       0.5       1.2       2.2    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

   137.1       135.2       439.0       409.9    

Net earnings attributable to noncontrolling interests

   (3.7)      (3.5)      (10.8)      (9.8)   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings attributable toSnap-on Incorporated

    $133.4        $131.7        $428.2        $400.1    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings per share attributable toSnap-on Incorporated:

        

Basic

    $2.33        $2.27        $7.43        $6.89    

Diluted

   2.29       2.22       7.27       6.74    

Weighted-average shares outstanding:

        

Basic

   57.2       58.0       57.6       58.1    

Effect of dilutive securities

   1.1       1.3       1.3       1.3    
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   58.3       59.3       58.9       59.4    
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends declared per common share

    $0.71        $0.61        $2.13        $1.83    


Three Months EndedSix Months Ended
June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Net sales$724.3  $951.3  $1,576.5  $1,873.0  
Cost of goods sold(383.1) (477.5) (813.7) (927.6) 
Gross profit341.2  473.8  762.8  945.4  
Operating expenses(250.1) (283.9) (532.8) (568.1) 
Operating earnings before financial services91.1  189.9  230.0  377.3  
Financial services revenue84.6  84.1  170.5  169.7  
Financial services expenses(27.0) (23.5) (56.0) (47.0) 
Operating earnings from financial services57.6  60.6  114.5  122.7  
Operating earnings148.7  250.5  344.5  500.0  
Interest expense(13.4) (12.4) (24.8) (24.9) 
Other income (expense) – net2.0  2.1  3.5  3.6  
Earnings before income taxes and equity earnings137.3  240.2  323.2  478.7  
Income tax expense(31.9) (55.6) (75.8) (112.5) 
Earnings before equity earnings105.4  184.6  247.4  366.2  
Equity earnings, net of tax0.5  0.3  0.5  0.8  
Net earnings105.9  184.9  247.9  367.0  
Net earnings attributable to noncontrolling interests(4.7) (4.5) (9.5) (8.7) 
Net earnings attributable to Snap-on Incorporated$101.2  $180.4  $238.4  $358.3  
Net earnings per share attributable to Snap-on Incorporated:
Basic$1.86  $3.27  $4.37  $6.47  
Diluted1.85  3.22  4.34  6.38  
Weighted-average shares outstanding:
Basic54.4  55.2  54.5  55.4  
Effect of dilutive securities0.4  0.8  0.4  0.8  
Diluted54.8  56.0  54.9  56.2  
Dividends declared per common share$1.08  $0.95  $2.16  $1.90  

See Notes to Condensed Consolidated Financial Statements.


3

SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

(Unaudited)

                                                
   Three Months Ended   Nine Months Ended 
     September 30,       October 1,       September 30,       October 1,   
   2017   2016   2017   2016 

Comprehensive income (loss):

        

Net earnings

    $137.1          $135.2          $439.0          $409.9      

Other comprehensive income (loss):

        

Foreign currency translation*

   51.4         (7.8)        138.9         (22.8)     

Unrealized cash flow hedges, net of tax:

        

Other comprehensive income before reclassifications

   –           –           6.1         –        

Reclassification of cash flow hedges to net earnings

   (0.5)        (0.1)        (1.2)        (0.3)     

Defined benefit pension and postretirement plans:

        

Amortization of net unrecognized losses and prior service credits included in net periodic benefit cost

   6.6         7.6         19.8         22.7      

Income tax benefit

   (2.3)        (2.8)        (6.9)        (8.3)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net of tax

   4.3         4.8         12.9         14.4      
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income

    $192.3          $132.1          $595.7          $401.2      

Comprehensive income attributable to noncontrolling interests

   (3.7)        (3.5)        (10.8)        (9.8)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable toSnap-on Incorporated

    $188.6          $  128.6          $  584.9          $  391.4      
  

 

 

   

 

 

   

 

 

   

 

 

 

*

There is no reclassification adjustment as there was no sale or liquidation of any foreign entity during any period presented.

Three Months EndedSix Months Ended
June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Comprehensive income (loss):
Net earnings$105.9  $184.9  $247.9  $367.0  
Other comprehensive income (loss):
Foreign currency translation*87.8  (8.4) (20.2) (0.8) 
Unrealized cash flow hedges, net of tax:
Other comprehensive income before reclassifications1.4  —  1.4  —  
Reclassification of cash flow hedges to net earnings(0.4) (0.3) (0.8) (0.7) 
Defined benefit pension and postretirement plans:
Amortization of net unrecognized losses and prior service credits included in net periodic benefit cost8.8  5.9  17.2  11.7  
Income tax benefit(2.1) (1.5) (4.1) (2.8) 
Net of tax6.7  4.4  13.1  8.9  
Total comprehensive income$201.4  $180.6  $241.4  $374.4  
Comprehensive income attributable to noncontrolling interests(4.7) (4.5) (9.5) (8.7) 
Comprehensive income attributable to Snap-on Incorporated$196.7  $176.1  $231.9  $365.7  

* There is no reclassification adjustment as there was no sale or liquidation of any foreign entity during any period presented.

See Notes to Condensed Consolidated Financial Statements.


4

SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except share data)

(Unaudited)

     September 30,  
2017
     December 31,  
2016
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

      $94.1            $77.6      

Trade and other accounts receivable – net

   675.2         598.8      

Finance receivables – net

   505.8         472.5      

Contract receivables – net

   99.8         88.1      

Inventories – net

   649.9         530.5      

Prepaid expenses and other assets

   121.1         116.5      
  

 

 

   

 

 

 

Total current assets

       2,145.9             1,884.0      

Property and equipment:

    

Land

   24.4         19.1      

Buildings and improvements

   350.3         309.4      

Machinery, equipment and computer software

   872.8         809.6      
  

 

 

   

 

 

 
   1,247.5         1,138.1      

Accumulated depreciation and amortization

   (773.3)        (712.9)     
  

 

 

   

 

 

 

Property and equipment – net

   474.2         425.2      

Deferred income tax assets

   81.2         72.8      

Long-term finance receivables – net

   1,018.6         934.5      

Long-term contract receivables – net

   310.4         286.7      

Goodwill

   924.0         895.5      

Other intangibles – net

   258.3         184.6      

Other assets

   43.6         39.9      
  

 

 

   

 

 

 

Total assets

      $5,256.2            $4,723.2      
  

 

 

   

 

 

 


June 27,
2020
December 28,
2019
ASSETS
Current assets:
Cash and cash equivalents$686.2  $184.5  
Trade and other accounts receivable – net563.5  694.6  
Finance receivables – net508.5  530.1  
Contract receivables – net97.7  100.7  
Inventories – net784.0  760.4  
Prepaid expenses and other assets132.5  110.2  
Total current assets2,772.4  2,380.5  
Property and equipment:
Land31.8  31.9  
Buildings and improvements408.7  405.1  
Machinery, equipment and computer software998.5  988.0  
1,439.0  1,425.0  
Accumulated depreciation and amortization(929.6) (903.5) 
Property and equipment – net509.4  521.5  
Operating lease right-of-use assets50.2  55.6  
Deferred income tax assets47.1  52.3  
Long-term finance receivables – net1,140.3  1,103.5  
Long-term contract receivables – net366.9  360.1  
Goodwill924.5  913.8  
Other intangibles – net241.0  243.9  
Other assets61.7  62.3  
Total assets$6,113.5  $5,693.5  
See Notes to Condensed Consolidated Financial Statements.


5

SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except share data)

(Unaudited)

     September 30,  
2017
     December 31,  
2016
 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Notes payable and current maturities of long-term debt

      $453.4            $301.4      

Accounts payable

   204.7         170.9      

Accrued benefits

   47.8         52.8      

Accrued compensation

   74.8         89.8      

Franchisee deposits

   76.1         66.7      

Other accrued liabilities

   366.0         307.9      
  

 

 

   

 

 

 

Total current liabilities

   1,222.8         989.5      

Long-term debt

   755.0         708.8      

Deferred income tax liabilities

   28.5         13.1      

Retiree health care benefits

   34.3         36.7      

Pension liabilities

   181.8         246.5      

Other long-term liabilities

   93.8         93.4      
  

 

 

   

 

 

 

Total liabilities

       2,316.2             2,088.0      
  

 

 

   

 

 

 

Commitments and contingencies (Note 14)

    

Equity

    

Shareholders’ equity attributable toSnap-on Incorporated:

    

Preferred stock(authorized 15,000,000 shares of $1 par value; none outstanding)

   –            –         

Common stock(authorized 250,000,000 shares of $1 par value; issued 67,407,599 and 67,400,250 shares, respectively)

   67.4         67.4      

Additionalpaid-in capital

   344.4         317.3      

Retained earnings

   3,689.5         3,384.9      

Accumulated other comprehensive loss

   (341.8)        (498.5)     

Treasury stock at cost(10,400,929 and 9,450,393 shares, respectively)

   (837.7)        (653.9)     
  

 

 

   

 

 

 

Total shareholders’ equity attributable toSnap-on Incorporated

   2,921.8         2,617.2      

Noncontrolling interests

   18.2         18.0      
  

 

 

   

 

 

 

Total equity

   2,940.0         2,635.2      
  

 

 

   

 

 

 

Total liabilities and equity

      $5,256.2            $4,723.2      
  

 

 

   

 

 

 


June 27,
2020
December 28,
2019
LIABILITIES AND EQUITY
Current liabilities:
Notes payable$12.1  $202.9  
Accounts payable186.2  198.5  
Accrued benefits48.5  53.3  
Accrued compensation63.9  53.9  
Franchisee deposits83.3  68.2  
Other accrued liabilities435.4  370.8  
Total current liabilities829.4  947.6  
Long-term debt1,436.7  946.9  
Deferred income tax liabilities67.5  69.3  
Retiree health care benefits32.2  33.6  
Pension liabilities109.0  122.1  
Operating lease liabilities33.4  37.5  
Other long-term liabilities96.7  105.7  
Total liabilities2,604.9  2,262.7  
Commitments and contingencies (Note 15)
Equity
Shareholders’ equity attributable to Snap-on Incorporated:
Preferred stock (authorized 15,000,000 shares of $1 par value; NaN outstanding)
—  —  
Common stock (authorized 250,000,000 shares of $1 par value; issued 67,430,794 and 67,423,106 shares, respectively)
67.4  67.4  
Additional paid-in capital383.1  379.1  
Retained earnings4,894.2  4,779.7  
Accumulated other comprehensive loss(514.4) (507.9) 
Treasury stock at cost (12,966,104 and 12,772,882 shares, respectively)
(1,343.6) (1,309.2) 
Total shareholders’ equity attributable to Snap-on Incorporated3,486.7  3,409.1  
Noncontrolling interests21.9  21.7  
Total equity3,508.6  3,430.8  
Total liabilities and equity$6,113.5  $5,693.5  

See Notes to Condensed Consolidated Financial Statements.


6

SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Amounts in millions, except share data)

(Unaudited)


The following summarizes the changes in total equity for the ninethree month period ended September 30, 2017:

   Shareholders’ Equity Attributable toSnap-on Incorporated         
   

Common

Stock

   

Additional

Paid-in

Capital

   

Retained

Earnings

   Accumulated
Other
Comprehensive
Income (Loss)
   

Treasury

Stock

   Noncontrolling
Interests
   

Total

Equity

 
  

 

 

 

Balance at December 31, 2016

    $67.4        $317.3     $3,384.9      $(498.5)     $(653.9)     $18.0      $2,635.2    

Net earnings for the nine months ended

September 30, 2017

   –           –           428.2     –           –           10.8     439.0    

Other comprehensive income

   –           –           –           156.7     –           –           156.7    

Cash dividends – $2.13 per share

   –           –           (123.0)    –           –           –           (123.0)   

Stock compensation plans

   –           27.1    –           –           28.8     –           55.9    

Share repurchases – 1,348,000 shares

   –           –           –           –           (212.6)    –           (212.6)   

Other

   –           –           (0.6)    –           –           (10.6)    (11.2)   
  

 

 

 

Balance at September 30, 2017

    $    67.4        $    344.4     $    3,689.5      $    (341.8)     $    (837.7)     $    18.2      $    2,940.0    
  

 

 

 

The following summarizes the changes in total equity for the nine month period ended October 1, 2016:

 

 

   Shareholders’ Equity Attributable toSnap-on Incorporated         
   

Common

Stock

   

Additional

Paid-in

Capital

   

Retained

Earnings

   Accumulated
Other
Comprehensive
Loss
   

Treasury

Stock

   Noncontrolling
Interests
   

Total

Equity

 
  

 

 

 

Balance at January 2, 2016

    $67.4        $296.3        $2,986.9        $(364.2)       $(573.7)       $18.0        $2,430.7    

Net earnings for the nine months ended
October 1, 2016

   –           –           400.1       –           –           9.8       409.9    

Other comprehensive loss

   –           –           –           (8.7)      –           –           (8.7)   

Cash dividends – $1.83 per share

   –           –           (106.3)      –           –           –           (106.3)   

Stock compensation plans

   –           22.8       –           –           27.1       –           49.9    

Share repurchases – 492,000 shares

   –           –           –           –           (76.4)      –           (76.4)   

Other

   –           –           (0.7)      –           –           (9.8)      (10.5)   
  

 

 

 

Balance at October 1, 2016

    $    67.4        $    319.1        $    3,280.0        $    (372.9)       $    (623.0)       $    18.0        $    2,688.6    
  

 

 

 

June 27, 2020:


Shareholders’ Equity Attributable to Snap-on Incorporated
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Noncontrolling
Interests
Total
Equity
Balance at March 28, 2020$67.4  $378.4  $4,852.0  $(609.9) $(1,356.6) $22.1  $3,353.4  
Net Earnings for the three months ended June 27, 2020—  —  101.2  —  —  4.7  105.9  
Other comprehensive income—  —  —  95.5  —  —  95.5  
Cash dividends – $1.08 per share—  —  (58.7) —  —  —  (58.7) 
Stock compensation plans—  4.7  —  —  13.0  —  17.7  
Other—  —  (0.3) —  —  (4.9) (5.2) 
Balance at June 27, 2020$67.4  $383.1  $4,894.2  $(514.4) $(1,343.6) $21.9  $3,508.6  



The following summarizes the changes in total equity for the six month period ended June 27, 2020:
Shareholders’ Equity Attributable to Snap-on Incorporated
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Noncontrolling
Interests
Total
Equity
Balance at December 28, 2019$67.4  $379.1  $4,779.7  $(507.9) $(1,309.2) $21.7  $3,430.8  
Impact of adopting the Credit Loss Standard (ASU No. 2016-13)—  —  (6.1) —  —  —  (6.1) 
Balance at December 29, 201967.4  379.1  4,773.6  (507.9) (1,309.2) 21.7  3,424.7  
Net Earnings for the six months ended June 27, 2020—  —  238.4  —  —  9.5  247.9  
Other comprehensive loss—  —  —  (6.5) —  —  (6.5) 
Cash dividends – $2.16 per share—  —  (117.7) —  —  —  (117.7) 
Stock compensation plans—  4.0  —  —  16.1  —  20.1  
Share repurchases – 349,000 shares—  —  —  —  (50.5) —  (50.5) 
Other—  —  (0.1) —  —  (9.3) (9.4) 
Balance at June 27, 2020$67.4  $383.1  $4,894.2  $(514.4) $(1,343.6) $21.9  $3,508.6  


See Notes to Condensed Consolidated Financial Statements.


7

SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

EQUITY

(Amounts in millions)

millions, except share data)

(Unaudited)

   Nine Months Ended 
     September 30,  
2017
     October 1,  
2016
 

Operating activities:

    

Net earnings

    $439.0          $409.9      

Adjustments to reconcile net earnings to net cash provided (used) by operating activities:

    

Depreciation

   48.7         45.7      

Amortization of other intangibles

   20.7         18.2      

Provision for losses on finance receivables

   38.6         30.4      

Provision for losses onnon-finance receivables

   7.9         6.1      

Stock-based compensation expense

   21.4         21.5      

Deferred income tax benefit

   (10.1)        (12.5)     

Gain on sale of assets

   (0.1)        (0.1)     

Settlement of treasury lock

   14.9         –          

Changes in operating assets and liabilities, net of effects of acquisitions:

    

Increase in trade and other accounts receivable

   (50.8)        (31.2)     

Increase in contract receivables

   (31.8)        (30.8)     

Increase in inventories

   (86.9)        (29.9)     

Increase in prepaid and other assets

   (9.7)        (28.5)     

Increase in accounts payable

   26.5         27.7      

Decrease in accruals and other liabilities

   (13.3)        (10.9)     
  

 

 

   

 

 

 

Net cash provided by operating activities

   415.0         415.6      

Investing activities:

    

Additions to finance receivables

   (670.0)        (691.4)     

Collections of finance receivables

   528.9         501.7      

Capital expenditures

   (57.3)        (56.6)     

Acquisitions of businesses, net of cash acquired

   (82.9)        –          

Disposal of property and equipment

   1.4         1.9      

Other

   (2.5)        0.3      
  

 

 

   

 

 

 

Net cash used by investing activities

       (282.4)            (244.1)     

Financing activities:

    

Proceeds from issuance of long-term debt

   297.8         –          

Repayments of long-term debt

   (150.0)        –          

Proceeds from notes payable

   16.8         4.5      

Repayments of notes payable

   (4.5)        (5.3)     

Net increase in other short-term borrowings

   38.7         15.6      

Cash dividends paid

   (123.0)        (106.3)     

Purchases of treasury stock

   (212.6)        (76.4)     

Proceeds from stock purchase and option plans

   36.2         32.4      

Other

   (18.9)        (11.3)     
  

 

 

   

 

 

 

Net cash used by financing activities

   (119.5)        (146.8)     
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   3.4         –        
  

 

 

   

 

 

 

Increase in cash and cash equivalents

   16.5         24.7      

Cash and cash equivalents at beginning of year

   77.6         92.8      
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

    $94.1          $117.5      
  

 

 

   

 

 

 

Supplemental cash flow disclosures:

    

Cash paid for interest

    $(49.7)         $(49.2)     

Net cash paid for income taxes

   (168.3)        (175.7)     


The following summarizes the changes in total equity for the three month period ended June 29, 2019:

Shareholders’ Equity Attributable to Snap-on Incorporated
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Noncontrolling
Interests
Total
Equity
Balance at March 30, 2019$67.4  $361.3  $4,428.4  $(496.4) $(1,163.1) $20.2  $3,217.8  
Net Earnings for the three months ended June 29, 2019—  —  180.4  —  —  4.5  184.9  
Other comprehensive loss—  —  —  (4.3) —  —  (4.3) 
Cash dividends – $0.95 per share—  —  (52.5) —  —  —  (52.5) 
Stock compensation plans—  10.4  —  —  16.8  —  27.2  
Share repurchases – 365,000 shares—  —  —  —  (60.1) —  (60.1) 
Other—  —  (0.2) —  —  (4.1) (4.3) 
Balance at June 29, 2019$67.4  $371.7  $4,556.1  $(500.7) $(1,206.4) $20.6  $3,308.7  



The following summarizes the changes in total equity for the six month period ended June 29, 2019:

Shareholders’ Equity Attributable to Snap-on Incorporated
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Noncontrolling
Interests
Total
Equity
Balance at December 29, 2018$67.4  $359.4  $4,257.6  $(462.2) $(1,123.4) $19.8  $3,118.6  
Impact of U.S. tax reform on Accumulated Other Comprehensive Income (Loss) (ASU No. 2018-02)
—  —  45.9  (45.9) —  —  —  
Balance at December 30, 201867.4  359.4  4,303.5  (508.1) (1,123.4) 19.8  3,118.6  
Net Earnings for the six months ended June 29, 2019—  —  358.3  —  —  8.7  367.0  
Other comprehensive income—  —  —  7.4  —  —  7.4  
Cash dividends – $1.90 per share—  —  (105.3) —  —  —  (105.3) 
Stock compensation plans—  12.3  —  —  24.5  —  36.8  
Share repurchases – 660,000 shares—  —  —  —  (107.5) —  (107.5) 
Other—  —  (0.4) —  —  (7.9) (8.3) 
Balance at June 29, 2019$67.4  $371.7  $4,556.1  $(500.7) $(1,206.4) $20.6  $3,308.7  


See Notes to Condensed Consolidated Financial Statements.


8

SNAP-ON INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in millions)
(Unaudited)
Six Months Ended
June 27,
2020
June 29,
2019
Operating activities:
Net earnings$247.9  $367.0  
Adjustments to reconcile net earnings to net cash provided (used) by operating activities:
Depreciation36.2  34.8  
Amortization of other intangibles11.4  10.8  
Provision for losses on finance receivables31.4  24.4  
Provision for losses on non-finance receivables11.7  8.7  
Stock-based compensation expense6.9  14.1  
Deferred income tax provision (benefit)(1.9) 12.4  
Loss on sales of assets0.2  0.6  
Settlement of treasury lock1.4  —  
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade and other accounts receivable112.5  3.9  
Contract receivables(11.8) 3.0  
Inventories(32.0) (52.8) 
Prepaid and other assets(18.1) (27.0) 
Accounts payable(8.1) 16.6  
Accruals and other liabilities79.3  (69.7) 
Net cash provided by operating activities467.0  346.8  
Investing activities:
Additions to finance receivables(414.6) (431.1) 
Collections of finance receivables357.5  383.5  
Capital expenditures(29.0) (48.2) 
Acquisitions of businesses, net of cash acquired(6.1) (9.3) 
Disposals of property and equipment0.9  0.4  
Other(4.1) 0.8  
Net cash used by investing activities(95.4) (103.9) 
Financing activities:
Proceeds from issuance of long-term debt489.9  —  
Net decrease in other short-term borrowings(190.0) (18.2) 
Cash dividends paid(117.7) (105.3) 
Purchases of treasury stock(50.5) (107.5) 
Proceeds from stock purchase and option plans13.8  24.6  
Other(13.1) (14.3) 
Net cash provided (used) by financing activities132.4  (220.7) 
Effect of exchange rate changes on cash and cash equivalents(2.3) 0.9  
Increase in cash and cash equivalents501.7  23.1  
Cash and cash equivalents at beginning of year184.5  140.9  
Cash and cash equivalents at end of period$686.2  $164.0  
Supplemental cash flow disclosures:
Cash paid for interest$(21.6) $(23.4) 
Net cash paid for income taxes(27.4) (92.2) 

See Notes to Condensed Consolidated Financial Statements.

9

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1: Summary of Accounting Policies

Principles of consolidation and presentation

The Condensed Consolidated Financial Statements include the accounts ofSnap-on Incorporated and its wholly-ownedwholly owned and majority-owned subsidiaries (collectively,“Snap-on” “Snap-on” or “the company”the “company”).These. These financial statements should be read in conjunction with, and have been prepared in conformity with, the accounting principles reflected in the consolidated financial statements and related notes included inSnap-on’s 2016 2019 Annual Report on Form10-K for the fiscal year ended December 31, 201628, 2019 (“20162019 year end”). , as updated below.
The company’s 20172020 fiscal thirdyear, which ends on January 2, 2021, will contain 53 weeks of operating results, with the additional week occurring in the fourth quarter. The company’s 2019 fiscal year contained 52 weeks of operating results. Snap-on’s 2020 fiscal second quarter ended on September 30, 2017;June 27, 2020; the 20162019 fiscal thirdsecond quarter ended on October 1, 2016.June 29, 2019. The company’s 20172020 and 20162019 fiscal first, second and third quarters each contained 13 weeks of operating results.

Snap-on accounts for investments in unconsolidated affiliates whereSnap-on has a greater than 20% but less than 50% ownership interest under the equity method of accounting. Investments in unconsolidated affiliates of $18.4 million as of September 30, 2017, and $15.2 million as of December 31, 2016, are included in “Other assets” on the accompanying Condensed Consolidated Balance Sheets; no equity investment dividends were received in any period presented. In the normal course of business, the company may purchase products or services from, or sell products and services to, unconsolidated affiliates. Purchases from unconsolidated affiliates were $2.4 million and $2.7 million in the respective fiscal third quarters of 2017 and 2016, and $8.1 million and $10.1 million in the respective first nine months of 2017 and 2016. Sales to unconsolidated affiliates were $0.1 million and zero in the respective fiscal third quarters of 2017 and 2016, and $0.3 million and zero in the respective first nine months of 2017 and 2016. The Condensed Consolidated Financial Statements do not include the accounts of the company’s independent franchisees.Snap-on’s Condensed Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the Condensed Consolidated Financial Statements for the three and ninesix month periods ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, have been made. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

With the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), the company has updated the following policies, effective December 29, 2019, the beginning of Snap-on’s fiscal year 2020:
Financial services revenue: Snap-on generates revenue from various financing programs that include: (i) installment sales and lease contracts arising from franchisees’ customers and Snap-on customers who require financing for the purchase or lease of tools and diagnostic and equipment products on an extended-term payment plan; and (ii) business loans and vehicle leases to franchisees. These financing programs are offered through Snap-on’s wholly owned finance subsidiaries. Financial services revenue consists primarily of interest income on finance and contract receivables and is recognized over the life of the underlying contracts, with interest computed primarily on the average daily balances of the underlying contracts.
The decision to finance through Snap-on or another financing source is solely at the election of the customer. When assessing customers for potential financing, Snap-on considers various factors regarding ability to pay, including the customers’ financial condition, past payment experience, and credit bureau and proprietary Snap-on credit model information, as well as the value of the underlying collateral. For finance and contract receivables, Snap-on assesses quantitative and qualitative factors through the use of credit quality indicators consisting primarily of collection experience and related internal metrics. Delinquency is the primary indicator of credit quality for finance and contract receivables. Snap-on conducts monthly reviews of credit and collection performance for both the finance and contract receivable portfolios, focusing on data such as delinquency trends, nonaccrual receivables, and write-off and recovery activity.
Receivables and allowances for credit losses: All trade, finance and contract receivables are reported on the Condensed Consolidated Balance Sheets at their amortized cost adjusted for any write-offs and net of allowances for credit losses. The amortized costs for finance and contract receivables is the amount originated adjusted for applicable accrued interest and net of deferred fees or costs, net of collections and write-offs.






10

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Snap-on maintains allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the company’s ongoing assessments and evaluations of collectability, historical loss experience, and future expectations in estimating credit losses in each of its receivable portfolios (trade, finance and contract receivables). For trade receivables, Snap-on uses historical loss experience rates by portfolio and applies them to a related aging analysis while also considering customer and/or economic risk where appropriate. For finance receivables, Snap-on uses a vintage loss experience analysis. For contract receivables, a weighted-average remaining maturity method is primarily used. Determination of the proper amount of allowances by portfolio requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, as a result, net earnings. The allowances take into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, delinquency trends, collection experience, current economic conditions, supportable forecasts, when appropriate, and credit risk characteristics.
Snap-on evaluates the credit risk of the customer when extending credit based on a combination of various financial and qualitative factors that may affect its customers’ ability to pay. These factors may include the customer’s financial condition, past payment experience, and credit bureau and proprietary Snap-on credit model information, as well as the value of the underlying collateral.
Management performs detailed reviews of its receivables on a monthly and/or quarterly basis to assess the adequacy of the allowances and to determine if any impairment has occurred. Monthly reviews of credit and collection performance are conducted for both its finance and contract receivable portfolios focusing on data such as delinquency trends, non-performing assets, and write-off and recovery activity. These reviews allow for the formulation of collection strategies and potential collection policy modifications in response to changing risk profiles in the finance and contract receivable portfolios. A receivable may have credit losses when it is expected that all amounts related to the receivable will not be collected according to the contractual terms of the agreement. Amounts determined to be uncollectable are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. For both finance and contract receivables, net write-offs include the principal amount of losses written off as well as written-off interest and fees, and recourse from franchisees on finance receivables. Recovered interest and fees previously written off are recorded through the allowances for credit losses and increase the allowance. Finance receivables are assessed for write-off when an account becomes 120 days past due and are written off typically within 60 days of asset repossession. Contract receivables related to equipment leases are generally written off when an account becomes 150 days past due, while contract receivables related to franchise finance and van leases are generally written off up to 180 days past the asset return date. For finance and contract receivables, customer bankruptcies are generally written off upon notification that the associated debt is not being reaffirmed or, in any event, no later than 180 days past due. Changes to the allowances for credit losses are maintained through adjustments to the provision for credit losses, which are charged to current period earnings.
Actual amounts as of the balance sheet dates may be materially different than the amounts reported in future periods due to the uncertainty in the estimation process. Also, future amounts could differ materially from those estimates due to changes in circumstances after the balance sheet date.
Snap-on does not believe that its trade, finance or contract receivables represent significant concentrations of credit risk because of the diversified portfolio of individual customers and geographical areas. See Note 4 for further information on receivables and allowances for credit losses.
Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial Instruments

The fair value of the company’s derivative financial instruments is generally determined using quoted prices in active markets for similar assets and liabilities. The carrying value of the company’snon-derivative financial instruments either approximates fair value, due to their short-term nature, or the amount disclosed for fair value is based upon a discounted cash flow analysis or quoted market values. See Note 910 for further information on financial instruments.

New Accounting Standards

The following new accounting pronouncement was adopted in fiscal year 2017:

In January 2017, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2017-04,Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value

11

Table of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fairvalue. Snap-on early adopted this ASU in the second quarter of 2017 in conjunction with its annual impairment test. The amendments in this ASU are being applied on a prospective basis and the adoption did not have a significant impact on the company’s consolidated financial statements.

Contents

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


New Accounting Standards
The following new accounting pronouncements and related impacts on adoption, are being evaluatedwere adopted by the company:

In August 2017, the FASB issued ASUNo. 2017-12,Derivatives and Hedging (Topic 815) –Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activitiesSnap-on in its financial statements. The amendments in this update also make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. ASUNo. 2017-12 is effective for fiscal years beginning afteryear 2020:

On December 15, 2018, including interim periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. The company is currently assessing the impact this ASU will have on its consolidated financial statements.

In March 2017, the FASB issued ASUNo. 2017-07,Compensation – Retirement Benefits (Topic 715) – Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which provides additional guidance on the presentation of net periodic pension and postretirement benefit costs in the income statement and on the components eligible for capitalization. The amendments in this ASU require that an employer report the service cost component of the net periodic benefit costs in the same income statement line item as other compensation costs arising from services rendered by employees during the period. Thenon-service-cost components of net periodic benefit costs are to be presented in the income statement separately from the service cost components and outside a subtotal of income from operations. The ASU also allows for the capitalization of the service cost components, when applicable (i.e., as a cost of internally manufactured inventory or a self-constructed asset).

The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods; early adoption is permitted as of29, 2019, the beginning of an annual periodSnap-on’s fiscal year, the company adopted ASU No. 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which financial statements (interim or annual) have not been issued or made available for issuance.is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. The amendments in this ASU are to be applied retrospectively. The company does not expect the adoption of this ASU todid not have a significantan impact on its consolidated income statement.

In October 2016, the FASB issued ASUNo. 2016-16,Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other Than Inventory. The ASU eliminates the requirement to defer the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. Under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The ASU is effective for fiscal years beginning aftercompany’s Condensed Consolidated Financial Statements or disclosures.

On December 15, 2017, including interim periods within those fiscal years; early adoption is permitted as of29, 2019, the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance (i.e.,Snap-on’s fiscal year, the first interim period if an entity issues interim financial statements). The amendments in thiscompany adopted ASU are to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the time of adoption. The company does not expect the adoption of this ASU to have a significant impact on its the consolidated financial statements.

In August 2016, the FASB issued ASUNo. 2016-15,Statement of Cash Flows (Topic 230), which adds and/or clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years; early adoption is permitted. The company does not expect the adoption of the ASU to have a significant impact to the designations of operating, investing and financing activities on its consolidated statement of cash flows.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

In June 2016, the FASB issued ASUNo. 2016-13,Financial Instruments - Credit Losses (Topic 326), to requirewhich requires the measurement of expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses onover the contractual life of financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

Snap-on adopted ASUNo. 2016-13 under the modified retrospective approach for receivables measured at amortized costs with prior periods reported in accordance with previously applicable guidance. See Note 4 for a discussion about the impact the adoption of this ASU had on the company and further information on credit losses.
The following new accounting pronouncement, and related impact on adoption, is being evaluated by the company:

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which is designed to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2019,2020, including interim periods within those fiscal years; thethis ASU allows for early adoption asin any interim period after issuance of the beginning of an interim or annual reporting period beginning after December 15, 2018.update. The company is currently assessing the impact this ASU will have on its consolidated financial statements.

In February 2016, the FASB issued ASUNo. 2016-02,Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is intended to represent an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. This ASU, which supersedes most current lease guidance, affects any entity that enters into a lease (as that term is defined in the ASU), with some specified scope exemptions. ASUNo. 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; the ASU allows for early adoption as of the beginning of an interim or annual reporting period. The company is currently assessing the impact this ASU will have on its consolidated financial statements.

In May 2014, the FASB issued ASUNo. 2014-09,Revenue from Contracts with Customers (Topic 606), that, together with several subsequent updates, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Topic 606 is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Topic 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments.

Entities have the option of adopting this standard using either a full retrospective approach or a modified retrospective approach (i.e., through a cumulative-effect adjustment directly to retained earnings at the time of adoption).

Snap-on commenced its assessment of Topic 606 during the second half of 2014 and developed a comprehensive project plan that included representatives from across the company’s business segments. The project plan included analyzing the standard’s impact on the company’s various revenue streams, comparing its historical accounting policies and practices to the requirements of the new standard, identifying potential differences from applying the requirements of the new standard to its contracts, and providing updates on implementation progress. The company is in the process of identifying and implementing appropriate changes to its business processes, systems and controls to support revenue recognition and disclosures under Topic 606.    

As of September 30, 2017, and subject to the company’s ongoing evaluation of new transactions and contracts, the company has substantially completed its evaluation of the expected impact of adopting Topic 606 and anticipates that the adoption of this standard willASU is not expected to have a significant impact on the company’s consolidated financial statements. The company believes that


Note 2: Revenue Recognition
Snap-on recognizes revenue from the adoption will result in the recognitionsale of an inventory assettools, diagnostic and equipment products and related to certain product returns by increasing the returns liability and an inventory asset for the anticipated valueservices based on when control of the returns;product passes to the corresponding increase incustomer or the inventory assetservice is provided and returns liability is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.

Revenue Disaggregation: The following table shows the range of $24 million to $28 million atconsolidated revenues by revenue source:
Three Months EndedSix Months Ended
(Amounts in millions)June 27,
2020
June 29,
2019
June 27,
2020
June 29,
2019
Revenue from contracts with customers$718.4  $945.8  $1,565.0  $1,862.2  
Other revenues5.9  5.5  11.5  10.8  
Total net sales724.3  951.3  1,576.5  1,873.0  
Financial services revenue84.6  84.1  170.5  169.7  
Total revenues$808.9  $1,035.4  $1,747.0  $2,042.7  

Snap-on evaluates the date of adoption. The adoption will also result in the recognition of an increase in the inventory obsolescence reserve related to the anticipated value on returns in the range of $2 million to $3 million with a corresponding adjustment to beginning retained earnings.

The company expects to adopt Topic 606 at the beginningperformance of its 2018 fiscal year usingoperating segments based on segment revenues, including both external and intersegment net sales, and segment operating earnings. Snap-on accounts for both intersegment sales and transfers based primarily on standard costs with reasonable mark-ups established between the modified retrospective approach.

segments. Intersegment amounts are eliminated to arrive at Snap-on’s consolidated financial results.

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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


The following tables represent external net sales disaggregated by geography, based on the customers’ billing addresses:

For the Three Months Ended June 27, 2020
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
North America*$96.9  $291.5  $148.5  $—  $—  $536.9  
Europe54.9  17.5  36.9  —  —  109.3  
All other52.7  14.3  11.1  —  —  78.1  
External net sales204.5  323.3  196.5  —  —  724.3  
Intersegment net sales57.4  —  48.5  —  (105.9) —  
Total net sales261.9  323.3  245.0  —  (105.9) 724.3  
Financial services revenue—  —  —  84.6  —  84.6  
Total revenue$261.9  $323.3  $245.0  $84.6  $(105.9) $808.9  

For the Six Months Ended June 27, 2020
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
North America*$205.8  $618.4  $325.8  $—  $—  $1,150.0  
Europe122.0  48.6  93.5  —  —  264.1  
All other103.7  32.2  26.5  —  —  162.4  
External net sales431.5  699.2  445.8  —  —  1,576.5  
Intersegment net sales130.3  —  113.8  —  (244.1) —  
Total net sales561.8  699.2  559.6  —  (244.1) 1,576.5  
Financial services revenue—  —  —  170.5  —  170.5  
Total revenue$561.8  $699.2  $559.6  $170.5  $(244.1) $1,747.0  
* North America is comprised of the United States, Canada and Mexico.
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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


For the Three Months Ended June 29, 2019
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
North America*$121.6  $350.1  $202.3  $—  $—  $674.0  
Europe72.3  36.5  62.3  —  —  171.1  
All other69.1  19.2  17.9  —  —  106.2  
External net sales263.0  405.8  282.5  —  —  951.3  
Intersegment net sales72.0  —  66.4  —  (138.4) —  
Total net sales335.0  405.8  348.9  —  (138.4) 951.3  
Financial services revenue—  —  —  84.1  —  84.1  
Total revenue$335.0  $405.8  $348.9  $84.1  $(138.4) $1,035.4  


For the Six Months Ended June 29, 2019
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
North America*$230.5  $701.7  $387.4  $—  $—  $1,319.6  
Europe149.7  73.4  121.8  —  —  344.9  
All other132.3  40.9  35.3  —  —  208.5  
External net sales512.5  816.0  544.5  —  —  1,873.0  
Intersegment net sales145.0  —  132.3  —  (277.3) —  
Total net sales657.5  816.0  676.8  —  (277.3) 1,873.0  
Financial services revenue—  —  —  169.7  —  169.7  
Total revenue$657.5  $816.0  $676.8  $169.7  $(277.3) $2,042.7  
* North America is comprised of the United States, Canada and Mexico.
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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The following tables represent external net sales disaggregated by customer type:
For the Three Months Ended June 27, 2020
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
Vehicle service professionals$20.0  $323.3  $196.5  $—  $—  $539.8  
All other professionals184.5  —  —  —  —  184.5  
External net sales204.5  323.3  196.5  —  —  724.3  
Intersegment net sales57.4  —  48.5  —  (105.9) —  
Total net sales261.9  323.3  245.0  —  (105.9) 724.3  
Financial services revenue—  —  —  84.6  —  84.6  
Total revenue$261.9  $323.3  $245.0  $84.6  $(105.9) $808.9  

For the Six Months Ended June 27, 2020
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
Vehicle service professionals$39.4  $699.2  $445.8  $—  $—  $1,184.4  
All other professionals392.1  —  —  —  —  392.1  
External net sales431.5  699.2  445.8  —  —  1,576.5  
Intersegment net sales130.3  —  113.8  —  (244.1) —  
Total net sales561.8  699.2  559.6  —  (244.1) 1,576.5  
Financial services revenue—  —  —  170.5  —  170.5  
Total revenue$561.8  $699.2  $559.6  $170.5  $(244.1) $1,747.0  

For the Three Months Ended June 29, 2019
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
Vehicle service professionals$24.0  $405.8  $282.5  $—  $—  $712.3  
All other professionals239.0  —  —  —  —  239.0  
External net sales263.0  405.8  282.5  —  —  951.3  
Intersegment net sales72.0  —  66.4  —  (138.4) —  
Total net sales335.0  405.8  348.9  —  (138.4) 951.3  
Financial services revenue—  —  —  84.1  —  84.1  
Total revenue$335.0  $405.8  $348.9  $84.1  $(138.4) $1,035.4  


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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

For the Six Months Ended June 29, 2019
CommercialSnap-onRepair Systems
& IndustrialTools& InformationFinancialSnap-on
(Amounts in millions)GroupGroupGroupServicesEliminationsIncorporated
Net sales:
Vehicle service professionals$44.0  $816.0  $544.5  $—  $—  $1,404.5  
All other professionals468.5  —  —  —  —  468.5  
External net sales512.5  816.0  544.5  —  —  1,873.0  
Intersegment net sales145.0  —  132.3  —  (277.3) —  
Total net sales657.5  816.0  676.8  —  (277.3) 1,873.0  
Financial services revenue—  —  —  169.7  —  169.7  
Total revenue$657.5  $816.0  $676.8  $169.7  $(277.3) $2,042.7  

Nature of Goods and Services: Snap-on derives net sales from a broad line of products and complementary services that are grouped into three categories: (i) tools; (ii) diagnostics, information and management systems; and (iii) equipment. The tools product category includes hand tools, power tools, tool storage products and other similar products. The diagnostics, information and management systems product category includes handheld and PC-based diagnostic products, service and repair information products, diagnostic software solutions, electronic parts catalogs, business management systems and services, point-of-sale systems, integrated systems for vehicle service shops, original equipment manufacturer (“OEM”) purchasing facilitation services, and warranty management systems and analytics to help OEM dealership service and repair shops (“OEM dealerships”) manage and track performance. The equipment product category includes solutions for the service of vehicles and industrial equipment. Snap-on supports the sale of its diagnostics and vehicle service shop equipment by offering training programs as well as after-sales support to its customers. Through its financial services businesses, Snap-on also derives revenue from various financing programs designed to facilitate the sales of its products and support its franchise business.

Approximately 90% of Snap-on’s net sales are products sold at a point in time through ship-and-bill performance obligations that also includes service repair services. The remaining sales revenue is earned over time primarily on a subscription basis including software, extended warranty and other subscription service agreements.

Snap-on enters into contracts related to the selling of tools, diagnostic and repair information and equipment products and related services. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, Snap-on considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Contracts with customers are comprised of customer purchase orders, invoices and written contracts.

For certain performance obligations related to software subscriptions, extended warranty and other subscription agreements that are settled over time, Snap-on has elected not to disclose the value of unsatisfied performance obligations for: (i) contracts that have an original expected length of one year or less; (ii) contracts where revenue is recognized as invoiced; and (iii) contracts with variable consideration related to unsatisfied performance obligations.  The remaining duration of these unsatisfied performance obligations range from one month up to 60 months.  Snap-on had approximately $222.0 million of long-term contracts that have fixed consideration that extends beyond one year as of June 27, 2020. Snap-on expects to recognize approximately 55% of these contracts as revenue by the end of fiscal 2021, an additional 35% by the end of fiscal 2023 and the balance thereafter. 

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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Contract Liabilities (Deferred Revenues): Contract liabilities are recorded when cash payments are received in advance of Snap-on’s performance.  The timing of payment is typically on a monthly, quarterly or annual basis. The balance of total contract liabilities was $58.1 million and $65.1 million at June 27, 2020, and at December 28, 2019, respectively.  The current portion of contract liabilities is included in “Other accrued liabilities” and the non-current portion of such liabilities is included in “Other long-term liabilities” on the accompanying Condensed Consolidated Balance Sheets.  During the three and six months ended June 27, 2020, Snap-on recognized revenue of $10.7 million and $42.4 million, respectively, that was included in the $65.1 million contract liability balance at December 28, 2019, which was primarily from the amortization of software subscriptions, extended warranties and other subscription agreements.

Note 2:3: Acquisitions

On July 28, 2017,January 31, 2020, Snap-on acquired Torque Control Specialistsubstantially all of the assets related to the TreadReader product line from Sigmavision Limited (“TCS”Sigmavision”), for a cash purchase price of $3.6 million (or $3.5 million, net of cash acquired). TCS, based in Adelaide, Australia, distributes a full range of torque products, including wrenches, multipliers$5.9 million. Sigmavision designs and calibratorsmanufactures handheld devices and drive-over ramps that provide tire information for use in critical industries.

In the thirdautomotive industry. During the second quarter of 2017,2020, the company substantially completed the purchase accounting valuations for the acquired net assets of TCS.Sigmavision. The $1.9$5.6 million excess of the purchase price over the fair value of the net assets acquired was recorded in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets. For segment reporting purposes, the results of operations and assets of TCS have been included in the Commercial & Industrial Group since the acquisition date.

On May 4, 2017,August 7, 2019, Snap-on acquired Norbar Torque Tools HoldingCognitran Limited along with its U.S. and Chinese joint ventures (“Norbar”Cognitran”), for a cash purchase price of $71.6$30.6 million (or $69.9$29.6 million, net of cash acquired), which reflects. Cognitran, based in Chelmsford, United Kingdom, specializes in flexible, modular and highly scalable “Software as a $0.8 million working capital adjustment finalized inService” (SaaS) products for OEM customers and their dealers, focused on the thirdcreation and delivery of service, diagnostics, parts and repair information to OEM dealers and connected vehicle platforms. During the second quarter of 2017. Norbar, based in Banbury, U.K., designs and manufactures a full range of torque products, including wrenches, multipliers and calibrators for use in critical industries.

In2020, the third quarter of 2017, the company substantially completed the purchase accounting valuations for the acquired net assets of Norbar, including intangible assets.Cognitran. The $23.7$14.5 million excess of the Norbar purchase price over the fair value of the net assets acquired was recorded in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets. For segment reporting purposes, the results of operations and assets of Norbar have been included in the Commercial & Industrial Group since the acquisition date.

On January 30, 2017,April 2, 2019, Snap-on acquired BTC Global LimitedPower Hawk Technologies, Inc. (“BTC”Power Hawk”) for a cash purchase price of $9.2$7.9 million. BTC,Power Hawk, based in Crewe, U.K.,Rockaway, New Jersey, designs, manufactures and implements automotive vehicle inspectiondistributes rescue tools and management softwarerelated equipment for original equipment manufacturer (“OEM”) franchise repair shops.

In the second quartera variety of 2017, themilitary, governmental and fire, rescue and emergency operations. The company completed the purchase accounting valuations for the acquired net assets of BTC,Power Hawk, including intangible assets.assets, in the third quarter of 2019. The $5.9$6.4 million excess of the BTC purchase price over the fair value of the net assets acquired was recorded in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets.

On January 25, 2019, Snap-on acquired substantially all of the assets of TMB GeoMarketing Limited (“TMB”) for a cash purchase price of $1.3 million. TMB, based in Dorking, United Kingdom, designs planning software used by OEMs to optimize dealer locations and manage the performance of dealer outlets. The company completed the purchase accounting valuations for the acquired net assets of TMB during the first quarter of 2019. Substantially all of the purchase price was recorded in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets.
For segment reporting purposes, the results of operations and assets of BTCSigmavision, Cognitran and TMB have been included in the Repair Systems and& Information Group since the respective acquisition date.

On November 16, 2016,Snap-on acquired Ryeson Corporation (d/b/a Sturtevant Richmont) for a purchase price of $13.0 million (or $12.6 million, net of cash acquired), which reflects a $0.1 million working capital adjustment finalized in the first quarter of 2017. Sturtevant Richmont designs, manufacturesdates, and distributes mechanical and electronic torque wrenches as well as wireless torque error proofing systems for a variety of industrial applications.

In the first quarter of 2017, the company completed the purchase accounting valuations for the acquired net assets, including intangible assets. The $5.0 million excess of the Sturtevant Richmont purchase price over the fair value of the net assets acquired was recorded in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets. For segment reporting purposes, the results of operations and assets of Sturtevant RichmontPower Hawk have been included in the Commercial & Industrial Group since the acquisition date.

On October 31, 2016,Snap-on acquiredCar-O-Liner Holding AB(“Car-O-Liner”) for a purchase price of $152.0 million (or $148.1 million, net of cash acquired), which reflects a $0.2 million working capital adjustment finalized in the first quarter of 2017.Car-O-Liner designs and manufactures collision repair equipment, and information and truck alignment systems.

In the third quarter of 2017, the company substantially completed the purchase accounting valuations for the acquired net assets ofCar-O-Liner, including intangible assets. The $77.7 million excess of theCar-O-Liner purchase price over the fair value of the net assets acquired was recorded in “Goodwill” on the accompanying Condensed Consolidated Balance Sheets. For segment reporting purposes, substantially all ofCar-O-Liner’s results of operations and assets have been included in the Repair Systems & Information Group since the acquisition date, with the remaining portions included in the Commercial & Industrial Group.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following is a summary of the values of the assets acquired and liabilities assumed ofCar-O-Liner, including adjustments recorded as of the nine months ended September 30, 2017, as a result of new information obtained about facts and circumstances that existed as of the October 31, 2016 acquisition date:

(Amounts in millions)Amounts as of
October 31, 2016

(As Adjusted)

Assets acquired:

Cash

    $3.9     

Trade and other accounts receivable

17.0     

Inventories

18.3     

Property and equipment

17.3     

Goodwill

77.7     

Other intangibles:

Customer relationships

27.2     

Non-amortized trademarks

27.7     

Other assets

5.9     

Total assets acquired

195.0     

Liabilities assumed:

Accounts payable

9.8     

Deferred income tax liabilities

15.4     

Accrued expenses

13.5     

Pension liabilities

4.3     

Total liabilities assumed

43.0     

Net assets acquired

    $    152.0     

In the nine month period ended September 30, 2017,Snap-on recognized expense of $0.5 million (of which $0.2 million was in “Cost of goods sold” and $0.3 million was in “Operating expenses”) in the accompanying Condensed Consolidated Statements of Earnings related toCar-O-Liner that would have been recognized in 2016 if the provisional adjustments identified in the current reporting period had been recognized as of the October 31, 2016 acquisition date; there was no such expense in the three months ended September 30, 2017.

Pro forma financial information has not been presented for any of these acquisitions as the net effects individually and collectively, were neither significant nor material toSnap-on’s results of operations or financial position.

See Note 3:6 for further information on goodwill and other intangible assets.

Note 4: Receivables

At the beginning of fiscal 2020, Snap-on adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The adoption did not have a significant impact on the company’s consolidated financial statements. Under ASU No. 2016-13, Snap-on is required to remeasure expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts.
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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The effects of adjustments to the December 28, 2019 Condensed Consolidated Balance Sheet as a result of the adoption of ASU No. 2016-13, including an increase in the allowance for credit losses of $8.1 million, were as follows:
Balance atOpening Balance at
(Amounts in millions)December 28,
2019
Topic 326 AdjustmentsDecember 29,
2019
Current assets
Finance receivables - allowance for credit losses$(19.7) $(1.7) $(21.4) 
Contract receivables - allowance for credit losses(1.5) (0.5) (2.0) 
Long-term assets
Finance receivables - allowance for credit losses(42.2) (3.5) (45.7) 
Contract receivables - allowance for credit losses(4.1) (2.4) (6.5) 
Total allowances for credit losses$(67.5) $(8.1) $(75.6) 
Deferred income tax assets$52.3  $2.0  $54.3  
Equity
  Retained Earnings$4,779.7  $(6.1) $4,773.6  
Trade and Other Accounts Receivable

Receivable: Snap-on’s trade and other accounts receivable primarily arise from the sale of tools and diagnostic and equipment products to a broad range of industrial and commercial customers and toSnap-on’s independent franchise van channel on anon-extended-term basis with payment terms generally ranging from 30 to 120 days.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The components ofSnap-on’s trade and other accounts receivable as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, are as follows:

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Trade and other accounts receivable

      $    689.6            $    612.8      

Allowances for doubtful accounts

   (14.4)        (14.0)     
  

 

 

   

 

 

 

Total trade and other accounts receivable – net

      $675.2            $598.8      
  

 

 

   

 

 

 


(Amounts in millions)June 27,
2020
December 28,
2019
Trade and other accounts receivable$587.1  $715.5  
Allowances for credit losses(23.6) (20.9) 
Total trade and other accounts receivable – net$563.5  $694.6  

The following is a rollforward of the allowances for credit losses related to trade and other accounts receivable for the three and six months ended June 27, 2020:
Three Months EndedSix Months Ended
(Amounts in millions)June 27, 2020June 27, 2020
Allowances for credit losses:
Beginning of period$20.4  $20.9  
Provision for credit losses5.5  9.1  
Charge-offs(2.4) (5.5) 
Recoveries—  —  
Currency translation0.1  (0.9) 
End of period$23.6  $23.6  

Finance and Contract Receivables

Receivables: Snap-on Credit LLC (“SOC”), the company’s financial services operation in the United States, originates extended-term finance and contract receivables on sales ofSnap-on’s products sold through the U.S. franchisee and customer network and to certain other customers ofSnap-on;Snap-on’s foreign finance subsidiaries provide similar financing internationally. Interest income on finance and contract receivables is included in “Financial services revenue” on the accompanying Condensed Consolidated Statements of Earnings.


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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Snap-on’s finance receivables are comprised of extended-term installment payment contracts to both technicians and independent shop owners (i.e., franchisees’ customers) to enable them to purchase tools and diagnostic and equipment products on an extended-term payment plan, generally with average payment terms approachingof approximately four years.
Contract receivables, with payment terms of up to 10 years, are comprised of extended-term installment payment contracts to a broad base of customers worldwide, including shop owners, both independents and national chains, for their purchase of tools and diagnostic and equipment products. Contract receivables also includeproducts, as well as extended-term installment loanscontracts to franchisees to meet a number of financing needs, including working capital loans, loans to enable new franchisees to fund the purchase of the franchise and van leases.leases, or the expansion of an existing franchise. Finance and contract receivables are generally secured by the underlying tools and/or diagnostic or equipment products financed and, for installment loanscontracts to franchisees, other franchisee assets.

The components ofSnap-on’s current finance and contract receivables as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, are as follows:

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Finance receivables, net of unearned finance charges of $20.7 million and $17.0 million, respectively

      $    522.8            $    488.1      

Contract receivables, net of unearned finance charges of $17.0 million and $15.6 million, respectively

   101.4         89.3      
  

 

 

   

 

 

 

Total

   624.2         577.4      
  

 

 

   

 

 

 

Allowances for doubtful accounts:

    

Finance receivables

   (17.0)        (15.6)     

Contract receivables

   (1.6)        (1.2)     
  

 

 

   

 

 

 

Total

   (18.6)        (16.8)     
  

 

 

   

 

 

 

Total current finance and contract receivables – net

      $605.6            $560.6      
  

 

 

   

 

 

 

Finance receivables – net

      $505.8            $472.5      

Contract receivables – net

   99.8         88.1      
  

 

 

   

 

 

 

Total current finance and contract receivables – net

      $605.6            $560.6      
  

 

 

   

 

 

 

(Amounts in millions)June 27,
2020
December 28,
2019
Finance installment receivables$501.3  $511.9  
Finance lease receivables, net of unearned finance charges of $8.1 million and $11.7 million, respectively29.2  37.9  
Total finance receivables530.5  549.8  
Contract installment receivables49.0  50.8  
Contract lease receivables, net of unearned finance charges of $17.9 million and $18.2 million, respectively50.8  51.4  
Total contract receivables99.8  102.2  
Total630.3  652.0  
Allowances for credit losses:
Finance installment receivables(21.5) (19.2) 
Finance lease receivables(0.5) (0.5) 
Total finance allowance for credit losses(22.0) (19.7) 
Contract installment receivables(0.8) (0.5) 
Contract lease receivables(1.3) (1.0) 
Total contract allowance for credit losses(2.1) (1.5) 
Total allowance for credit losses(24.1) (21.2) 
Total current finance and contract receivables – net$606.2  $630.8  
Finance receivables – net$508.5  $530.1  
Contract receivables – net97.7  100.7  
Total current finance and contract receivables – net$606.2  $630.8  

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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


The components ofSnap-on’s finance and contract receivables with payment terms beyond one year as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, are as follows:

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Finance receivables, net of unearned finance charges of $16.4 million and $13.0 million, respectively

      $1,055.8            $967.5      

Contract receivables, net of unearned finance charges of $24.3 million and $21.5 million, respectively

   313.9         289.4      
  

 

 

   

 

 

 

Total

   1,369.7         1,256.9      
  

 

 

   

 

 

 

Allowances for doubtful accounts:

    

Finance receivables

   (37.2)        (33.0)     

Contract receivables

   (3.5)        (2.7)     
  

 

 

   

 

 

 

Total

   (40.7)        (35.7)     
  

 

 

   

 

 

 

Total long-term finance and contract receivables – net

      $1,329.0            $1,221.2      
  

 

 

   

 

 

 

Finance receivables – net

      $1,018.6            $934.5      

Contract receivables – net

   310.4         286.7      
  

 

 

   

 

 

 

Total long-term finance and contract receivables – net

      $    1,329.0            $    1,221.2      
  

 

 

   

 

 

 

(Amounts in millions)June 27,
2020
December 28,
2019
Finance installment receivables$1,160.1  $1,106.0  
Finance lease receivables, net of unearned finance charges of $6.0 million and $8.2 million, respectively30.7  39.7  
Total finance receivables1,190.8  1,145.7  
Contract installment receivables201.6  195.5  
Contract lease receivables, net of unearned finance charges of $28.7 million and $29.4 million, respectively172.3  168.7  
Total contract receivables373.9  364.2  
Total1,564.7  1,509.9  
Allowances for credit losses:
Finance installment receivables(50.0) (41.6) 
Finance lease receivables(0.5) (0.6) 
Total finance allowance for credit losses(50.5) (42.2) 
Contract installment receivables(3.3) (1.8) 
Contract lease receivables(3.7) (2.3) 
Total contract allowance for credit losses(7.0) (4.1) 
Total allowance for credit losses(57.5) (46.3) 
Total long-term finance and contract receivables – net$1,507.2  $1,463.6  
Finance receivables – net$1,140.3  $1,103.5  
Contract receivables – net366.9  360.1  
Total long-term finance and contract receivables – net$1,507.2  $1,463.6  
Credit quality: The company’s receivable portfolio is comprised of 2 portfolio segments, finance and contract receivables, which are the same segments used to estimate expected credit losses reported in the allowance for credit losses. The amortized cost basis for finance and contract receivables is the amount originated adjusted for applicable accrued interest and net of deferred fees or costs, collection of cash, and write-offs. The company monitors and assesses credit risk based on the characteristics of each portfolio segment.
When extending credit, Snap-on evaluates the collectability of the receivables based on a combination of various financial and qualitative factors that may affect a customer’s ability to pay. These factors may include the customer’s financial condition, past payment experience, and credit bureau and proprietary Snap-on credit model information, as well as the value of the underlying collateral.

20

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

For finance and contract receivables, Snap-on assesses quantitative and qualitative factors through the use of credit quality indicators consisting primarily of collection experience and related internal metrics. Delinquency is the primary indicator of credit quality for finance and contract receivables. Receivable balancesSnap-on conducts monthly reviews of credit and collection performance for both the finance and contract receivable portfolios focusing on data such as delinquency trends, nonaccrual receivables, and write-off and recovery activity. These reviews allow for the formulation of collection strategies and potential collection policy modifications in response to changing risk profiles in the finance and contract receivable portfolios. The other internal metrics include credit exposure by customer and delinquency classification to further monitor changing risk profiles. The company maintains a system that aggregates credit exposure and provides delinquency data by days past due aging categories. A receivable 30 days or more past due is considered delinquent. However, customers are monitored prior to becoming 30 days past due.

The amortized cost basis of finance and contract receivables by origination year as of June 27, 2020, are as follows:

(Amounts in millions)20202019201820172016PriorTotal
Finance Receivables:
Delinquent$1.5  $12.4  $8.4  $4.9  $2.3  $0.5  $30.0  
Non-delinquent780.8  563.7  225.7  89.7  28.3  3.1  1,691.3  
Total Finance receivables$782.3  $576.1  $234.1  $94.6  $30.6  $3.6  $1,721.3  
Contract receivables:
Delinquent$0.1  $0.7  $0.8  $1.1  $0.5  $0.4  $3.6  
Non-delinquent100.6  143.1  98.3  63.9  32.6  31.6  470.1  
Total Contract receivables$100.7  $143.8  $99.1  $65.0  $33.1  $32.0  $473.7  

Allowance for credit losses: The allowance for credit losses utilizes an expected credit loss objective for the recognition of credit losses on receivables over the contractual life using historical experience, asset specific risk characteristics, current conditions, reasonable and supportable forecasts, and the appropriate reversion period, when applicable.
The allowance for credit losses is maintained at a level that is considered adequate to cover credit related losses on the receivables. Management performs detailed reviews of its receivables on a monthly and/or quarterly basis to assess the adequacy of the allowance and determine if any impairment has occurred. A receivable may have credit losses when it is expected that all amounts related to the receivable will not be collected according to the contractual terms of the agreement. Amounts determined to be uncollectable are charged directly against the allowance, while amounts recovered on previously written-off accounts increase the allowance. For both finance and contract receivables, net write-offs include the principal amount of losses written off as well as written-off accrued interest and fees, and recourse from franchisees on finance receivables. Recovered interest and fees previously written off are recorded through the allowance for credit losses and increase the allowance. Finance receivables are assessed for write-off when an account becomes 120 days past due and are written off typically within 60 days of asset repossession. Contract receivables related to equipment leases are generally written off when an account becomes 150 days past due, while contract receivables related to franchise finance and van leases are generally written off up to 180 days past the asset return date. For finance and contract receivables, customer bankruptcies are generally written off upon notification that the associated debt is not being reaffirmed or, in any event, no later than 180 days past due. Additions to the allowances for credit losses are maintained through adjustments to the provision for credit losses.
For finance receivables, the company uses a vintage loss rate methodology to determine expected losses. Vintage analysis aims to calculate losses based on the timing of the losses in comparison to the origination of the receivables. The finance receivable portfolio contains a substantial amount of homogeneous contracts which fits well with the vintage analysis.



21

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

For contract receivables the company primarily uses a Weighted-Average Remaining Maturity methodology (“WARM”). The WARM methodology calculates the average annual write-off rate and applies it to the remaining term of the receivables. The WARM method is used since the contract receivables have limited loss experience over generally longer terms and, therefore, the predictive loss patterns are more difficult to estimate.
The company performed a correlation analysis to compare historical losses to many economic factors. The primary economic factors considered were real gross domestic product, civilian unemployment, industrial production index, and repair and maintenance employment rate; the company determined that there is limited correlation between the historical losses and economic factors. As a result, consideration was given to qualitative factors to adjust the reserve balance for asset specific risk characteristics, current conditions and future expectations. Similar qualitative factors are considered for both finance and contract receivables. The qualitative factors used in determining the estimate of expected credit losses are influenced by the changes in the composition of the portfolio, underwriting practices, and other relevant conditions that were different from the historical periods, which included considering the impact of the COVID-19 pandemic.
The allowance for credit losses is adjusted each period for changes in the credit risk and expected lifetime credit losses.

The following is a rollforward of the allowances for credit losses for finance and contract receivables for the three and six months ended June 27, 2020, and June 29, 2019:
Three Months Ended
June 27, 2020
Six Months Ended
June 27, 2020
(Amounts in millions)Finance
Receivables
Contract
Receivables
Finance
Receivables
Contract
Receivables
Allowances for credit losses:
Beginning of period$69.2  $8.6  $61.9  $5.6  
Impact of adopting ASU No. 2016-13—  —  5.2  2.9  
Provision for credit losses15.1  1.2  31.4  2.6  
Charge-offs(14.2) (0.9) (30.1) (2.2) 
Recoveries2.2  0.2  4.2  0.2  
Currency translation0.2  —  (0.1) —  
End of period$72.5  $9.1  $72.5  $9.1  

Three Months Ended
June 29, 2019
Six Months Ended
June 29, 2019
(Amounts in millions)Finance ReceivablesContract ReceivablesFinance ReceivablesContract Receivables
Allowances for credit losses:
Beginning of period$61.0  $4.7  $61.4  $4.3  
Provision for credit losses11.9  1.2  24.4  2.1  
Charge-offs(13.9) (1.0) (28.9) (1.7) 
Recoveries2.0  0.2  4.0  0.3  
Currency translation(0.1) (0.1) —  —  
End of period$60.9  $5.0  $60.9  $5.0  

Past due: Depending on the contract, payments for finance and contract receivables are due on a monthly or weekly basis. Weekly payments are converted into a monthly equivalent for purposes of calculating delinquency. Delinquencies are assessed at the end of each month following the monthly equivalent contractual payment due date. The entire receivable balance of a contract is considered delinquent when contractual payments become 30 days past due.

Removal from delinquent status occurs when the cumulative amount of monthly contractual payments then due have been received by the company.


22

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

It is the general practice of Snap-on’s financial services business not to engage in contract or loan modifications. In limited instances, Snap-on’s financial services business may modify certain receivables in troubled debt restructurings. The amount and number of restructured finance and contract receivables as of June 27, 2020, and December 28, 2019, were immaterial to both the financial services portfolio and the company’s results of operations and financial position.
The aging of finance and contract receivables as of June 27, 2020, and December 28, 2019, is as follows:
(Amounts in millions)30-59
Days Past
Due
60-90
Days Past
Due
Greater
Than 90
Days Past
Due
Total Past
Due
Total Not
Past Due
TotalGreater
Than 90
Days Past
Due and
Accruing
June 27, 2020:
Finance receivables$9.5  $5.0  $15.5  $30.0  $1,691.3  $1,721.3  $12.0  
Contract receivables1.2  0.7  1.7  3.6  470.1  473.7  0.3  
December 28, 2019:
Finance receivables$19.7  $12.0  $21.4  $53.1  $1,642.4  $1,695.5  $17.2  
Contract receivables1.5  0.9  1.5  3.9  462.5  466.4  0.5  

Nonaccrual: SOC maintains the accrual of interest income during the progression through the various stages of delinquency prior to processing for write-off. At the time of write-off, the entire balance including the accrued but unpaid interest income amount is recorded as a loss.
Finance receivables are generally placed on nonaccrual status (nonaccrual of interest and other fees): (i) when a customer is placed on repossession status; (ii) upon receipt of notification of bankruptcy; (iii) upon notification of the death of a customer; or (iv) in other instances in which management concludes collectability is not reasonably assured. Finance receivables that are considered nonperforming include receivables that are on nonaccrual status and receivables that are generally more than 90 days past due.

Contract receivables are generally placed on nonaccrual status: (i) when a receivable is more than 90 days past due or at the point a customer’s account is placed on terminated status regardless of its delinquency status; (ii) upon notification of the death of a customer; or (iii) in other instances in which management concludes collectability is not reasonably assured. Contract receivables that are considered nonperforming include receivables that are on nonaccrual status and receivables that are generally more than 90 days past due.

The accrual of interest and other fees is resumed when the finance or contract receivable becomes contractually current and collection of all remaining contractual amounts due is reasonably assured. Finance and contract receivables are evaluated for impairment on a collective basis. A receivable is impairedmay have credit losses when it is probableexpected that all amounts related to the receivable will not be collected according to the contractual terms of the applicable agreement. ImpairedSuch finance and contract receivables are covered by the company’s respective allowances for doubtful accountscredit losses and arecharged-off written-off against the allowances when appropriate. As of September 30, 2017, and December 31, 2016, there were $27.8 million and $24.9 million, respectively, of impaired finance receivables, and there were $2.2 million and $2.0 million, respectively, of impaired contract receivables.

It is the general practice ofSnap-on’s financial services business to not engage in contract or loan modifications. In limited instances,Snap-on’s financial services business may modify certain impaired receivables in troubled debt restructurings. The amount and number of restructured finance and contract receivables as of September 30, 2017, and December 31, 2016, were immaterial to both the financial services portfolio and the company’s results of operations and financial position.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The aging of finance and contract receivables as of September 30, 2017, and December 31, 2016, is as follows:

(Amounts in millions)  30-59
Days Past
Due
   60-90
Days Past
Due
   Greater
Than 90
Days Past
Due
   Total Past
Due
   Total Not
Past Due
   Total   Greater
Than 90
Days Past
Due and
Accruing
 

September 30, 2017:

              

Finance receivables

    $  16.0        $  11.6        $  19.3        $  46.9        $  1,531.6        $  1,578.5        $  15.1    

Contract receivables

   1.4       0.7       1.7       3.8       411.6       415.4       0.8    

December 31, 2016:

              

Finance receivables

    $15.1        $9.8      $17.0        $41.9        $1,413.7        $1,455.6        $13.2    

Contract receivables

   1.4       0.9       1.4       3.7       375.0       378.7       0.5    

The amount of performing and nonperforming finance and contract receivables based on payment activity as of September 30, 2017, and December 31, 2016, is as follows:

   September 30, 2017   December 31, 2016 
(Amounts in millions)  Finance
Receivables
   Contract
Receivables
   Finance
Receivables
   Contract
Receivables
 

Performing

      $1,550.7           $413.2           $1,430.7           $       376.7     

Nonperforming

   27.8        2.2        24.9        2.0     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

      $       1,578.5           $       415.4           $       1,455.6           $378.7     
  

 

 

   

 

 

   

 

 

   

 

 

 

The amount of finance and contract receivables on nonaccrual status as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, is as follows:

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Finance receivables

      $       12.7            $    11.7      

Contract receivables

   1.5         1.5      

The following is a rollforward

(Amounts in millions)June 27,
2020
December 28,
2019
Finance receivables$9.8  $12.2  
Contract receivables2.3  2.2  



23

Table of the allowances for doubtful accounts for finance and contract receivables for the three and nine months ended September 30, 2017:

   Three Months Ended
September 30, 2017
   Nine Months Ended
September 30, 2017
 
(Amounts in millions)  Finance
Receivables
   Contract
Receivables
   Finance
Receivables
   Contract
Receivables
 

Allowances for doubtful accounts:

        

Beginning of period

      $52.5            $4.8            $48.6            $3.9      

Provision

   12.8         0.8         38.6         2.7      

Charge-offs

       (12.6)            (0.7)            (38.0)            (1.9)     

Recoveries

   1.5         0.2         4.9         0.3      

Currency translation

   –             –             0.1         0.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

End of period

      $54.2            $5.1            $54.2            $5.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

Contents

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The following is a rollforward of the allowances for doubtful accounts for finance and contract receivables for the three and nine months ended October 1, 2016:

                                                            
   Three Months Ended
October 1, 2016
   Nine Months Ended
October 1, 2016
 
(Amounts in millions)  Finance
Receivables
   Contract
Receivables
   Finance
Receivables
   Contract
Receivables
 

Allowances for doubtful accounts:

        

Beginning of period

      $42.6            $4.5            $38.2            $4.4      

Provision

   10.8         0.5         30.4         1.1      

Charge-offs

       (9.2)        (0.6)        (28.0)        (1.3)     

Recoveries

   1.4         0.1         5.0         0.3      
  

 

 

   

 

 

   

 

 

   

 

 

 

End of period

      $45.6            $4.5            $45.6            $4.5      
  

 

 

   

 

 

   

 

 

   

 

 

 


Note 4:5: Inventories

Inventories by major classification are as follows:

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Finished goods

      $556.6            $467.4      

Work in progress

   49.5         42.7      

Raw materials

   118.2         93.6      
  

 

 

   

 

 

 

Total FIFO value

   724.3         603.7      

Excess of current cost over LIFO cost

       (74.4)            (73.2)     
  

 

 

   

 

 

 

Total inventories – net

      $649.9            $530.5      
  

 

 

   

 

 

 

(Amounts in millions)June 27,
2020
December 28,
2019
Finished goods$679.4  $661.0  
Work in progress58.6  57.1  
Raw materials130.5  126.8  
Total FIFO value868.5  844.9  
Excess of current cost over LIFO cost(84.5) (84.5) 
Total inventories – net$784.0  $760.4  

Inventories accounted for using thefirst-in,first-out (“FIFO”) method approximated 60% and 59%58% of total inventories as of September 30, 2017,both June 27, 2020 and December 31, 2016, respectively.28, 2019. The company accounts for itsnon-U.S. inventory on the FIFO method. As of September 30, 2017,June 27, 2020, approximately 32%31% of the company’s U.S. inventory was accounted for using the FIFO method and 68%69% was accounted for using thelast-in,first-out (“LIFO”) method. There were no0 LIFO inventory liquidations in the three and ninesix months ended September 30, 2017,June 27, 2020, or October 1, 2016.

June 29, 2019.

Note 5:6: Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by segment for the ninesix months ended September 30, 2017,June 27, 2020, are as follows:

(Amounts in millions)  Commercial
&  Industrial
Group
   Snap-on
Tools Group
   Repair Systems
& Information
Group
   Total 

Balance as of December 31, 2016

      $      242.4            $12.5            $640.6            $895.5      

Currency translation

   29.1         –             16.5         45.6      

Acquisitions and related adjustments

   25.7         –                 (42.8)            (17.1)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2017

      $297.2            $    12.5            $614.3            $924.0      
  

 

 

   

 

 

   

 

 

   

 

 

 

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

(Amounts in millions)Commercial
& Industrial
Group
Snap-on
Tools Group
Repair Systems
& Information
Group
Total
Balance as of December 28, 2019$286.2  $12.5  $615.1  $913.8  
Currency translation2.3  —  (0.3) 2.0  
Acquisitions and related adjustments—  —  8.7  8.7  
Balance as of June 27, 2020$288.5  $12.5  $623.5  $924.5  

Goodwill of $924.0$924.5 million as of September 30, 2017,June 27, 2020, includes (i) $77.7 million, on a preliminary basis, from the acquisition ofCar-O-Liner, (ii) $23.7 million, on a preliminary basis, from the acquisition of Norbar, (iii) $5.9$5.6 million from the acquisition of BTC, (iv) $5.0 million fromcertain assets of Sigmavision. During the acquisitionsecond quarter of Sturtevant Richmont, and (v) $1.9 million, on a preliminary basis, from2020, the acquisitionpurchase accounting valuations for the acquired net assets, including intangible assets, of TCS.Cognitran were completed, resulting in an increase in goodwill of $3.1 million. The goodwill from theCar-O-Liner acquisition is distributed as follows: $76.9 million in the Repair Systems & Information GroupSigmavision and $0.8 million in the Commercial & Industrial Group. The goodwill from the Norbar, Sturtevant Richmont and TCS acquisitions is included in the Commercial & Industrial Group and the goodwill from the BTC acquisitionCognitran is included in the Repair Systems & Information Group. See Note 23 for additional information on acquisitions.

Since the purchase accounting for deferred taxes for the acquired net assets ofCar-O-Liner, Norbar and TCS were not complete as of September 30, 2017, the allocation of the respective purchase prices and resulting goodwill has been prepared on a preliminary basis and changes to the allocations will occur as the deferred taxes are determined. The company anticipates completing the purchase accounting for these acquisitions in the fourth quarter of 2017.

Additional disclosures related to other intangible assets are as follows:

   September 30, 2017   December 31, 2016 
(Amounts in millions)  Gross Carrying
Value
   Accumulated
Amortization
   Gross Carrying
Value
   Accumulated
Amortization
 

Amortized other intangible assets:

        

Customer relationships

      $175.5            $(95.6)           $    142.6            $(86.0)     

Developed technology

   18.9         (18.4)        17.7         (17.7)     

Internally developed software

   174.5         (129.7)        165.7             (118.3)     

Patents

   33.7         (22.5)        31.9         (21.5)     

Trademarks

   2.9         (1.9)        2.8         (1.8)     

Other

   7.7         (2.6)        7.2         (2.2)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   413.2         (270.7)        367.9         (247.5)     

Non-amortized trademarks

   115.8         –             64.2         –          
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other intangible assets

      $    529.0            $    (270.7)           $432.1            $(247.5)     
  

 

 

   

 

 

   

 

 

   

 

 

 

As

June 27, 2020December 28, 2019
(Amounts in millions)Gross Carrying
Value
Accumulated
Amortization
Gross Carrying
Value
Accumulated
Amortization
Amortized other intangible assets:
Customer relationships$182.1  $(122.6) $182.9  $(117.9) 
Developed technology19.5  (18.9) 19.8  (18.9) 
Internally developed software166.7  (122.1) 168.0  (125.4) 
Patents40.5  (24.2) 38.5  (23.7) 
Trademarks3.6  (2.1) 3.5  (2.1) 
Other7.2  (3.2) 7.3  (3.1) 
Total419.6  (293.1) 420.0  (291.1) 
Non-amortized trademarks114.5  —  115.0  —  
Total other intangible assets$534.1  $(293.1) $535.0  $(291.1) 

24

Table of September 30, 2017, the $175.5 million gross carrying value of customer relationships includes $29.1 million related to theCar-O-Liner acquisition, $1.2 million related to the BTC acquisition and $1.1 million related to the Norbar acquisition. The $115.8 million gross carrying value ofnon-amortized trademarks as of September 30, 2017, includes $30.2 million related to theCar-O-Liner acquisition, $16.9 million related to the Norbar acquisition and $2.1 million related to the BTC acquisition.

Contents

SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Snap-on completed its annual impairment testing of goodwill and other indefinite-lived intangible assets in the second quarter of 2017,2020, and the results of whichtesting did not result in any impairment. Significant and unanticipated changes in circumstances, such as declines in profitability and cash flow due to significant and long-term deterioration in macroeconomic, industry and market conditions, the loss of key customers, changes in technology or markets, significant changes in key personnel or litigation, a significant and sustained decrease in share price and/or other events, including effects from the sale or disposal of a reporting unit, could require a provision for impairment of goodwill and/or other intangible assets in a future period. As of September 30, 2017,June 27, 2020, the company had no0 accumulated impairment losses.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The weighted-average amortization periods related to other intangible assets are as follows:

In Years

Customer relationships

15

Developed technology

2
Internally developed software

36

Patents

87

Trademarks

65

Other

39

Snap-on is amortizing its customer relationships on both an accelerated and straight-line basis over a15-year weighted-average life; the remaining intangibles are amortized on a straight-line basis. The weighted-average amortization period for all amortizable intangibles on a combined basis is 11 years.

The company’s customer relationships generally have contractual terms of three to five years and are typically renewed without significant cost to the company. The weighted-average15-year life for customer relationships is based on the company’s historical renewal experience. Intangible asset renewal costs are expensed as incurred.

The aggregate amortization expense was $7.1$5.7 million and $20.7$11.4 million for the respective three and ninesix months ended September 30, 2017,June 27, 2020, and $5.9$5.4 million and $18.2$10.8 million for the respective three and ninesix months ended October 1, 2016.June 29, 2019. Based on current levels of amortizable intangible assets and estimated weighted-average useful lives, estimated annual amortization expense is expected to be $27.6 million in 2017, $26.3 million in 2018, $22.7 million in 2019, $18.0$22.0 million in 2020, $14.7$19.5 million in 2021, and $9.9$16.3 million in 2022.

2022, $13.5 million in 2023, $10.7 million in 2024, and $6.4 million in 2025.
25

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 6:7: Exit and Disposal Activities

Snap-on did not record any recorded costs for exit and disposal activities in the three and nine monthssix month period ended September 30, 2017, or inJune 27, 2020, as follows:
Three Months EndedSix Months Ended
(Amounts in millions)June 27, 2020June 27, 2020
Exit and disposal costs
Cost of goods sold:
Commercial & Industrial Group$2.0  $6.4  
Repair System & Information Group—  0.7  
Total cost of goods sold$2.0  $7.1  
Operating Expenses:
Snap-on Tools Group$0.6  $0.6  
Repair System & Information Group1.4  3.8  
Total operating expenses$2.0  $4.4  
Total exit and disposal costs:
Commercial & Industrial Group$2.0  $6.4  
Snap-on Tools Group0.6  0.6  
Repair System & Information Group1.4  4.5  
Total exit and disposal costs$4.0  $11.5  

Of the three months ended October 1, 2016.Snap-on recorded $0.9$4.0 million and $11.5 million of costs incurred in the respective three and six month periods ended June 27, 2020, $3.9 million and $11.4 million, respectively, qualified for accrual treatment. Costs associated with exit and disposal activities in the ninefirst three and six months ended October 1, 2016. The majorityof 2020 primarily related to headcount reductions from the ongoing optimization of the $0.8company’s cost structure in Europe and various other management and realignment actions.
Snap-on’s exit and disposal accrual activity for the second quarter of 2020 is as follows:
Balance atFirst QuarterBalance atSecond QuarterBalance at
(Amounts in millions)December 28,
2019
ProvisionUsageMarch 28,
2020
ProvisionUsageJune 27,
2020
Severance costs:
Commercial & Industrial Group$—  $4.4  $—  $4.4  $2.0  $—  $6.4  
Snap-on Tools Group—  —  —  —  0.6  —  0.6  
Repair System & Information Group—  3.1  —  3.1  1.3  —  4.4  
Total$—  $7.5  $—  $7.5  $3.9  $—  $11.4  

As of June 27, 2020, the company expects that approximately $9.3 million of the $11.4 million exit and disposal accrual as of September 30, 2017, is expected towill be utilized in 2017.the balance of 2020, and the remainder will extend into 2021, primarily for longer-term severance payments.
Snap-on anticipates funding expects to fund the remaining cash requirements of its exit and disposal activities with available cash on hand, cash flows from operationsoperating activities and borrowings under the company’s existing credit facilities. The estimated costs for the exit and disposal activities were based on management’s best business judgmentjudgement under prevailing circumstances.

26

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 7:8: Income Taxes

Snap-on’s effective income tax rate on earnings attributable toSnap-on was 30.5%24.2% and 31.1%23.9% in the first ninesix months of 20172020 and 2016,2019, respectively. 

Snap-on and its subsidiaries file income tax returns in the United States and in various state, local and foreign jurisdictions. It is reasonably possible that certain unrecognized tax benefits may either be settled with taxing authorities or the statutes of limitations for such items may lapse within the next 12 months, causingSnap-on’s gross unrecognized tax benefits to decrease by a range of zero0 to $2.3$2.5 million. Over the next 12 months,Snap-on anticipates taking certain tax positions on various tax returns for which the related tax benefit does not meet the recognition threshold. Accordingly,Snap-on’s gross unrecognized tax benefits may increase by a range of zero0 to $1.3$0.9 million over the next 12 months for uncertain tax positions expected to be taken in future tax filings.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Note 8:9: Short-term and Long-term Debt

Short-term and long-term debt as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, consisted of the following:

(Amounts in millions)  

September 30,
2017

    

December 31,
2016

5.50% unsecured notes due 2017

      $       –                 $        150.0     

4.25% unsecured notes due 2018

  250.0         250.0     

6.70% unsecured notes due 2019

  200.0         200.0     

6.125% unsecured notes due 2021

  250.0         250.0     

3.25% unsecured notes due 2027

  300.0         –         

Other debt*

  208.4         160.2     
  

 

    

 

  1,208.4         1,010.2     

Less: notes payable and current maturities of long-term debt:

      

Current maturities of long-term debt

  (250.0)        (150.0)    

Commercial paper borrowings

  (170.0)            (130.0)    

Other notes

  (33.4)        (21.4)    
  

 

    

 

  (453.4)        (301.4)    
  

 

    

 

Total long-term debt

      $    755.0             $        708.8     
  

 

    

 

*Includes fair value adjustments related to interest rate swaps, debt discounts and debt issuance costs.

(Amounts in millions)June 27,
2020
December 28,
2019
6.125% unsecured notes due 2021$250.0  $250.0  
3.25% unsecured notes due 2027300.0  300.0  
4.10% unsecured notes due 2048400.0  400.0  
3.10% unsecured notes due 2050500.0  —  
Other*(1.2) 199.8  
1,448.8  1,149.8  
Less: notes payable
Commercial paper borrowings—  (193.6) 
Other notes(12.1) (9.3) 
(12.1) (202.9) 
Total long-term debt$1,436.7  $946.9  

*Includes the net effects of debt amortization costs and fair value adjustments of interest rate swaps.
Notes payable and current maturities of long-term debt of $453.4$12.1 million as of September 30, 2017,June 27, 2020, represented other notes. As of 2019 year end, notes payable of $202.9 million included $250 million of 4.25% unsecured notes that mature on January 15, 2018 (the “2018 Notes”), $170$193.6 million of commercial paper borrowings and $33.4$9.3 million of other notes. As of 2016 year end, notes payable and current maturities of long-term debt of $301.4 million included $150 million of unsecured 5.50% notes that were repaid in January 2017 upon maturity, $130 million of commercial paper borrowings and $21.4 million of other notes. As of 2016 year end, the 2018 Notes were included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as their scheduled maturity was in excess of one year of the 2016year-end balance sheet date.

On February 15, 2017,April 30, 2020, Snap-on sold, at a discount, $300$500 million of unsecured 3.25% long-term3.10% notes that mature on MarchMay 1, 20272050 (the “2027“2050 Notes”). Interest on the 20272050 Notes accrues at a rate of 3.10% and is payablepaid semi-annually beginning SeptemberNovember 1, 2017.2020. Snap-on used the $297.8$489.9 million of net proceeds from the sale of the 20272050 Notes, reflecting $1.9$4.4 million of transaction costs, to repay a portion of its then-outstanding commercial paper borrowings and the remainder was retained for general corporate purposes, which may include working capital, capital expenditures and possiblepotential acquisitions.

27

Table of Contents
SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Snap-on has a five-year, $700an $800 million multi-currency revolving credit facility that terminates on December 15, 2020September 16, 2024 (the “Credit Facility”); no0 amounts were outstanding under the Credit Facility as of September 30, 2017.June 27, 2020. Borrowings under the Credit Facility bear interest at varying rates based on either: (i) Snap-on’s then-current, long-term debt ratings. The Credit Facility’s financial covenant requires thatSnap-on maintain, asratings; or (ii) Snap-on’s then-current ratio of each fiscal quarter end, either (i) a ratio not greater than 0.60 to 1.00 of consolidated net debt (consolidated debt net of certain cash adjustments) to the sum of such consolidated net debt plus total equity and less accumulated other comprehensive income or loss (the “Debt Ratio”adjustments (“Consolidated Net Debt”); or (ii) a ratio not greater than 3.50 to 1.00 of such consolidated net debt to earnings before interest, taxes, depreciation, amortization and certain other adjustments for the preceding four fiscal quarters then ended (the “Debt“Consolidated Net Debt to EBITDA Ratio”). The Credit Facility’s financial covenant requires that Snap-on maintain, as of each fiscal quarter end, either (i) a ratio not greater than 0.60 to 1.00 of Consolidated Net Debt to the sum of Consolidated Net Debt plus total equity and less accumulated other comprehensive income or loss (the “Leverage Ratio”); or (ii) a Consolidated Net Debt to EBITDA Ratio not greater than 3.50 to 1.00. Snap-on may, up to two2 times during any five-yearfive-year period during the term of the Credit Facility (including any extensions thereof), elect to increase the maximum DebtLeverage Ratio to 0.65 to 1.00 and/or increase the maximum Consolidated Net Debt to EBITDA Ratio to 3.754.00 to 1.00 for four consecutive fiscal quarters in connection with certain material acquisitions (as defined in the related credit agreement). As of September 30, 2017,June 27, 2020, the company’s actual ratios of 0.260.17 and 1.160.86 respectively, were both within the permitted ranges set forth in this financial covenant.Snap-on generally issues commercial paper to fund its financing needs on a short-term basis and uses the Credit Facility asback-up liquidity to support such commercial paper issuances.

Note 9:10: Financial Instruments

Derivatives:All derivative instruments are reported in the Condensed Consolidated Financial Statements at fair value. Changes in the fair value of derivatives are recorded each period in earnings or on the accompanying Condensed Consolidated Balance Sheets, depending on whether the derivative is designated and effective as part of a hedged transaction. Gains or losses on derivative instruments recorded in Accumulatedearnings are presented in the same Condensed Consolidated Statement of Earnings line that is used to present the earnings effect of the hedged item. Gains or losses on derivative instruments in accumulated other comprehensive income (loss) (“Accumulated OCI”) must beare reclassified to earnings in the period in which earnings are affected by the underlying hedged item and the ineffective portion of all hedges must be recognized in earnings in the period that such portion is determined to be ineffective.

item.

The criteria used to determine if hedge accounting treatment is appropriate are: (i) the designation of the hedge to an underlying exposure; (ii) whether or not overall risk is being reduced; and (iii) if there is a correlation between the value of the derivative instrument and the underlying hedged item. On the dateOnce a derivative contract is entered into,Snap-on designates the derivative as a fair value hedge, a cash flow hedge, a hedge of a net investment in a foreign operation, or a natural hedging instrument whose change in fair value is recognized as an economic hedge against changes in the value of the hedged item.Snap-on does not use derivative instruments for speculative or trading purposes.

The company is exposed to global market risks, including the effects of changes in foreign currency exchange rates, interest rates, and the company’s stock price, and therefore uses derivatives to manage financial exposures that occur in the normal course of business. The primary risks managed by using derivative instruments are foreign currency risk, interest rate risk and stock-based deferred compensation risk.

Foreign Currency Risk Management:Snap-on has significant international operations and is subject to certain risks inherent with foreign operations that include currency fluctuations. Foreign currency exchange risk exists to the extent thatSnap-on has payment obligations or receipts denominated in currencies other than the functional currency, including intercompany loans denominated in foreign currencies. To manage these exposures,Snap-on identifies naturally offsetting positions and then purchases hedging instruments to protect the residual netexposures. Snap-on manages most of these exposures on a consolidated basis, which allows for netting of certain exposures to take advantage of natural offsets. Foreign currency forward contracts (“foreign currency forwards”) are used to hedge the net exposures. Gains or losses on net foreign currency hedges are intended to offset losses or gains on the underlying net exposures in an effort to reduce the earnings volatility resulting from fluctuating foreign currency exchange rates.Snap-on’s foreign currency forwards are typically not designated as hedges. The fair value changes of these contracts are reported in earnings as foreign exchange gain or loss, which is included in “Other income (expense) – net” on the accompanying Condensed Consolidated Statements of Earnings.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

As of September 30, 2017,Snap-on had $179.1 million of net foreign currency forward buy contracts outstanding comprised of buy contracts including $66.4 million in euros, $53.6 million in Swedish kronor, $50.6 million in British pounds, $13.1 million in Hong Kong dollars, $11.1 million in Singapore dollars, $6.7 million in South Korean won, $4.4 million in Mexican pesos, $3.3 million in Danish kroner, $3.2 million in Norwegian kroner, and $2.2 million in other currencies, and sell contracts including $13.7 million in Australian dollars, $6.5 million in Canadian dollars, $5.4 million in Indian rupees, $2.8 million in Thai baht, and $7.1 million in other currencies. As of 2016 year end,Snap-on had $144.4 million of net foreign currency forward buy contracts outstanding comprised of buy contracts including $55.0 million in euros, $53.6 million in British pounds, $47.0 million in Swedish kronor, $9.0 million in Hong Kong dollars, $7.0 million in South Korean won, $5.5 million in Singapore dollars, $4.9 million in Mexican pesos, $4.6 million in Norwegian kroner, and $6.4 million in other currencies, and sell contracts including $16.6 million in Japanese yen, $11.8 million in Canadian dollars, $4.4 million in Australian dollars, $4.0 million in Brazilian real, and $11.8 million in other currencies.

Interest Rate Risk Management:Snap-on aims to control funding costs by managing the exposure created by the differing maturities and interest rate structures ofSnap-on’s borrowings through the use of interest rate swap agreements (“interest rate swaps”) and treasury lock agreements (“treasury locks”).

28

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Interest Rate Swaps: Snap-on enters into interest rate swaps to manage risks associated with changing interest rates related to the company’s fixed rate borrowings. Interest rate swaps are accounted for as fair value hedges. The differentials paid or received on interest rate swaps are recognized as adjustments to “Interest expense” on the accompanying Condensed Consolidated Statements of Earnings. The effective portion of the change in fair value of the designated and qualifying derivative is recorded in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets, while any ineffective portion is recorded as an adjustment to “Interest expense” on the accompanying Condensed Consolidated Statements of Earnings.Sheets. The notional amount of interest rate swaps outstanding and designated as fair value hedges was $100$100.0 million as of both September 30, 2017,June 27, 2020 and December 31, 2016.

28, 2019.

Treasury locks:Snap-on entered into a $250 million uses treasury lock in the fourth quarter of 2016locks to manage the potential change in interest rates in anticipation of the possible issuance of fixed rate debt. Treasury locks are accounted for as cash flow hedges. The effective differentials to be paid or received on treasury locks related to the anticipated issuance of fixed rate debt are initially recorded in Accumulated OCI. OCI for derivative instruments that are designated and qualify as cash flow hedges. Upon the issuance of debt, the related amount in Accumulated OCI is released over the term of the debt and recognized as an adjustment to interest expense on the Condensed Consolidated Statements of Earnings.
In the firstsecond quarter of 2017,2020, Snap-on entered into a $300 million treasury lock to manage changes in interest rates in anticipation of the issuance of fixed rate debt. Snap-on settled the $250$300 million treasury lock in conjunction with the February 2017April 2020 issuance of the 20272050 Notes. The $14.9$1.4 million gain on the settlement of the treasury lock was recorded in Accumulated OCI and is being amortized over the term of the 20272050 Notes and recognized as an adjustment to interest expense on the consolidated statementsCondensed Consolidated Statements of earnings. As of September 30, 2017, no treasury locksEarnings.
There were outstanding. The notional amount of0 treasury locks outstanding and designated as cash flow hedges as of both June 27, 2020, and December 31, 2016, was $250 million.

28, 2019.

Stock-based Deferred Compensation Risk Management:Snap-on aims to manage market risk associated with the stock-based portion of its deferred compensation plans through the use of prepaid equity forward agreements (“equity forwards”). Equity forwards are used to aid in offsetting the potentialmark-to-market effect on stock-based deferred compensation from changes inSnap-on’s stock price. Since stock-based deferred compensation liabilities increase as the company’s stock price rises and decrease as the company’s stock price declines, the equity forwards are intended to mitigate the potential impact on deferred compensation expense that may result from suchmark-to-market changes. As of September 30, 2017,June 27, 2020, Snap-on had equity forwards in place intended to manage market risk with respect to 120,900117,000 shares ofSnap-on common stock associated with its deferred compensation plans.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Fair Value Measurements:Snap-on has derivative assets and liabilities related to interest rate swaps, treasury locks, foreign currency forwards and equity forwards that are measured at Level 2 fair value on a recurring basis. The fair value of derivative instruments included within the Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016, are as follows:

      September 30, 2017   December 31, 2016 
(Amounts in millions)  

Balance Sheet

Presentation

  Asset
Derivatives
Fair Value
   Liability
Derivatives
Fair Value
   Asset
Derivatives
Fair Value
   Liability
Derivatives
Fair Value
 
Derivatives designated as hedging instruments:          

Interest rate swaps

  Other assets      $8.1         $–               $9.8           $–         

Treasury locks

  Other assets   –            –            14.3        –         
    

 

 

   

 

 

   

 

 

   

 

 

 
     8.1        –            24.1        –         
    

 

 

   

 

 

   

 

 

   

 

 

 
Derivatives not designated as hedging instruments:          

Foreign currency forwards

  Prepaid expenses and other assets      $8.5         $–               $4.4           $–         

Foreign currency forwards

  Other accrued liabilities   –            3.0        –            13.5     

Equity forwards

  Prepaid expenses and other assets   18.0        –            17.9        –         
    

 

 

   

 

 

   

 

 

   

 

 

 

Total

     26.5        3.0        22.3        13.5     
    

 

 

   

 

 

   

 

 

   

 

 

 

Total derivative instruments

        $    34.6           $    3.0           $    46.4           $    13.5     
    

 

 

   

 

 

   

 

 

   

 

 

 

As of September 30, 2017, and December 31, 2016, the fair value adjustment to long-term debt related to the interest rate swaps was $8.1 million and $9.8 million, respectively.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. Level 2 fair value measurements for derivative assets and liabilities are measured using quoted prices in active markets for similar assets and liabilities. Interest rate swaps are valued based on thesix-month LIBOR swap rate for similar instruments. Treasury locks are valued based on the10-year U.S. treasury interest rate. Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. Equity forwards are valued using a market approach based primarily on the company’s stock price at the reporting date. The company did not have any derivative assets or liabilities measured at Level 1 or Level 3, nor did it implement any changes in its valuation techniques as of and for the nine months ended September 30, 2017.

The effect of derivative instruments designated as fair value hedges as included in the Condensed Consolidated Statements of Earnings is as follows:

       Effective Portion of Gain Recognized in Income 
       Three months ended   Nine months ended 
(Amounts in millions)  Statement of Earnings
Presentation
   September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 
Derivatives designated as fair value hedges:          

Interest rate swaps

   Interest expense       $    0.7            $    0.4           $    2.1           $    1.9     

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The effect of derivative instruments designated as cash flow hedges as included in Accumulated OCI on the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Earnings is as follows:

   Effective Portion of Gain
Recognized in

Accumulated OCI
Three months ended
   Statement of
Earnings
Presentation
   Effective Portion of Gain
Reclassified from Accumulated
OCI into Income

Three months ended
 
(Amounts in millions)  September 30,
2017
   October 1,
2016
     September 30,
2017
   October 1,
2016
 
Derivatives designated as cash flow hedges:          

Treasury locks

      $    –               $    –                Interest expense           $    0.5           $    0.1     

   Effective Portion of Gain
Recognized in

Accumulated OCI
Nine months ended
   Statement of
Earnings
Presentation
   Effective Portion of Gain
Reclassified from Accumulated
OCI into Income

Nine months ended
 
(Amounts in millions)  September 30,
2017
   October 1,
2016
     September 30,
2017
   October 1,
2016
 
Derivatives designated as cash flow hedges:          

Treasury locks

      $    6.1           $    –            Interest expense           $    1.2           $    0.3     

The effects of derivative instruments not designated as hedging instruments as included in the Condensed Consolidated Statements of Earnings are as follows:

       Gain (Loss) Recognized in Income 
       Three months ended  Nine months ended 
(Amounts in millions)  

Statement of Earnings

Presentation

   September 30,
2017
  October 1,
2016
  September 30,
2017
  October 1,
2016
 
Derivatives not designated as hedging instruments:       

Foreign currency forwards

  

  Other income (expense) – net  

    $1.6       $    (0.7)      $    (2.3)      $    (4.9)   

Equity forwards

  

  Operating expenses

       (0.9)     (0.7)     (2.2)     (1.4)   

Snap-on’s foreign currency forwards are typically not designated as hedges for financial reporting purposes. The fair value changes of foreign currency forwards not designated as hedging instruments are reported in earnings as foreign exchange gain or loss in “Other income (expense) – net” on the accompanying Condensed Consolidated Statements of Earnings. The $1.6 million derivative gain recognized in the third quarter of 2017 was more than offset by transaction losses on net exposures of $3.6 million, resulting in a net foreign exchange loss of $2.0 million for the quarter. The $0.7 million derivative loss recognized in the third quarter of 2016 was increased by transaction losses on net exposures of $0.3 million, resulting in a foreign exchange loss of $1.0 million for the quarter. The $2.3 million derivative loss recognized in the first nine months of 2017 was increased by transaction losses on net exposures of $3.4 million, resulting in a 2017year-to-date net foreign exchange loss of $5.7 million. The $4.9 million derivative loss recognized in the first nine months of 2016 was partially offset by transaction gains on net exposures of $4.0 million, resulting in a 2016year-to-date net foreign exchange loss of $0.9 million. The resulting net foreign exchange gains and losses are included in “Other income (expense) – net” on the accompanying Condensed Consolidated Statements of Earnings. See Note 15 for additional information on “Other income (expense) – net.”

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Snap-on’s equity forwards are not designated as hedges for financial reporting purposes. Fair value changes of both the equity forwards and related stock-based(mark-to-market) deferred compensation liabilities are reported in “Operating expenses” on the accompanying Condensed Consolidated Statements of Earnings. The $0.9 million derivative loss recognized in the third quarter of 2017 was offset by $0.9 million ofmark-to-market deferred compensation benefit. The $0.7 million derivative loss recognized in the third quarter of 2016 was offset by $0.7 million ofmark-to-market deferred compensation benefit.    The $2.2 million derivative loss recognized in the first nine months of 2017 was substantially offset by amark-to-market deferred compensation benefit of $2.1 million. The $1.4 million derivative loss recognized in the first nine months of 2016 was more than offset by amark-to-market deferred compensation benefit of $1.8 million.

As of September 30, 2017, the maximum maturity date of any fair value hedge was four years. During the next 12 months,Snap-on expects to reclassify into earnings net gains from Accumulated OCI of approximately $1.0 million after tax at the time the underlying hedge transactions are realized.

Counterparty Risk:Snap-on is exposed to credit losses in the event ofnon-performance by the counterparties to its various financial agreements, including its foreign currency forward contracts, interest rate swap agreements, treasury lock agreements and prepaid equity forward agreements.Snap-on does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of the counterparties and generally enters into agreements with financial institution counterparties with a credit rating ofA- or better.Snap-on does not anticipatenon-performance by its counterparties, but cannot provide assurances.

Fair Value of Financial Instruments:The fair values of financial instruments that do not approximate the carrying values in the financial statements are as follows:

   September 30, 2017   December 31, 2016 
(Amounts in millions)  Carrying
Value
   Fair
Value
   Carrying
Value
   Fair
Value
 

Finance receivables – net

      $       1,524.4           $       1,767.1           $    1,407.0           $    1,631.2     

Contract receivables – net

   410.2        448.4        374.8        409.7     

Long-term debt, notes payable and current maturities of long-term debt

   1,208.4        1,264.7        1,010.2        1,076.7     

June 27, 2020December 28, 2019
(Amounts in millions)Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Finance receivables – net$1,648.8  $1,970.3  $1,633.6  $1,920.6  
Contract receivables – net464.6  515.8  460.8  505.5  
Long-term debt and notes payable1,448.8  1,590.5  1,149.8  1,238.8  
29

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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The following methods and assumptions were used in estimating the fair value of financial instruments:

Finance and contract receivables include both short-term and long-term receivables. The fair value estimates of finance and contract receivables are derived utilizing discounted cash flow analyses performed on groupings of receivables that are similar in terms of loan type and characteristics. The cash flow analyses consider recent prepayment trends where applicable. The cash flows are discounted over the average life of the receivables using a current market discount rate of a similar term adjusted for credit quality. Significant inputs to the fair value measurements of the receivables are unobservable and, as such, are classified as Level 3.


Fair value of long-term debt and current maturities of long-term debt was estimated, using Level 2 fair value measurements, based on quoted market values ofSnap-on’s publicly traded senior debt. The carrying value of long-term debt includes adjustments related to fair value hedges. The fair value of notes payable approximates such instruments’ carrying value due to their short-term nature.


The fair value of all other financial instruments, including trade and other accounts receivable, accounts payable and other financial instruments, approximates such instruments’ carrying value due to their short-term nature.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Note 10:11: Pension Plans

Snap-on’s net periodic pension cost included the following components:

   Three Months Ended   Nine Months Ended 
(Amounts in millions)  September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 

Service cost

      $5.6            $4.8            $16.8            $14.5      

Interest cost

   13.9         14.2         41.8         42.6      

Expected return on plan assets

       (21.2)            (20.4)            (62.2)            (60.8)     

Amortization of unrecognized loss

   6.9         7.8         20.8         23.5      

Amortization of prior service credit

   (0.2)        (0.2)        (0.8)        (0.8)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension cost

      $5.0            $6.2            $16.4            $19.0      
  

 

 

   

 

 

   

 

 

   

 

 

 

Three Months EndedSix Months Ended
(Amounts in millions)June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Service cost$6.6  $5.8  $13.5  $11.8  
Interest cost12.3  14.1  24.4  28.2  
Expected return on plan assets(23.7) (23.1) (47.4) (45.5) 
Amortization of unrecognized loss8.8  6.3  17.2  12.5  
Amortization of prior service credit—  (0.2) —  (0.4) 
Net periodic pension cost$4.0  $2.9  $7.7  $6.6  
The components of net periodic pension cost, other than the service cost component, are included in “Other income (expense) - net” on the accompanying Condensed Consolidated Statements of Earnings. See Note 17 for additional information on other income (expense) - net.
Snap-on intends to make contributions of $7.1$8.7 million to its foreign pension plans and $2.3$2.9 million to its domestic pension plans in 2017,2020, as required by law. In the first nine months of 2017,Snap-on made $61.2 million of cash contributions to its domestic pension plans consisting of (i) $60.0 million of discretionary contributions and (ii) $1.2 million of required contributions. Depending on market and other conditions,Snap-on may make additional discretionary cash contributions to its pension plans in 2017.

2020.

Note 11:12: Postretirement Health Care Plans

Snap-on’s net periodic postretirement health care cost included the following components:

   Three Months Ended   Nine Months Ended 
(Amounts in millions)  September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 

Interest cost

      $0.5            $0.6            $1.5            $1.7      

Expected return on plan assets

       (0.2)            (0.3)            (0.6)            (0.7)     

Amortization of unrecognized gain

   (0.1)        –             (0.2)        –          
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic postretirement health care cost

      $0.2            $0.3            $0.7            $1.0      
  

 

 

   

 

 

   

 

 

   

 

 

 
Three Months EndedSix Months Ended
(Amounts in millions)June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Interest cost$0.3  $0.5  $0.7  $1.0  
Expected return on plan assets(0.1) (0.2) (0.3) (0.4) 
Amortization of unrecognized gain—  (0.2) —  (0.4) 
Net periodic postretirement health care cost$0.2  $0.1  $0.4  $0.2  

The components of net periodic postretirement health care cost are included in “Other income (expense) - net” on the accompanying Condensed Consolidated Statements of Earnings. See Note 17 for additional information on other income (expense) - net.
30

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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 12:13: Stock-based Compensation and Other Stock Plans

The 2011 Incentive Stock and Awards Plan (the “2011 Plan”) provides for the grant of stock options, performance awards, stock appreciation rights (“SARs”) and restricted stock awards (which may be designated as “restricted stock units” or “RSUs”). No further grants are being made under its predecessor, the 2001 Incentive Stock and Awards Plan (the “2001 Plan”), although outstanding awards under the 2001 Plan will continue in accordance with their terms. As of September 30, 2017,June 27, 2020, the 2011 Plan had 3,287,4031,424,015 shares available for future grants. The company uses treasury stock to deliver shares under both the 2001 and 2011 Plans.

Net stock-based compensation expense was $7.0$5.8 million and $21.4$6.9 million for the respective three and ninesix months ended September 30, 2017,June 27, 2020, and $7.3$6.8 million and $21.5$14.1 million for the respective three and ninesix months ended October 1, 2016.June 29, 2019. Cash received from stock purchase and option plan exercises during the respective three and ninesix months ended September 30, 2017,June 27, 2020, totaled $1.6$12.3 million and $36.2 million, respectively.$13.8 million. Cash received from stock purchase and option plan exercises during the respective three and ninesix months ended October 1, 2016,June 29, 2019, totaled $4.0$19.8 million and $32.4 million, respectively.$24.6 million. The tax benefit realized from both the exercise and vesting of share-based payment arrangements was $0.8 million and $12.9$2.3 million for the respective three and ninesix months ended September 30, 2017,June 27, 2020, and $1.8$1.9 million and $14.9$4.6 million for the respective three and ninesix months ended October 1, 2016.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

June 29, 2019.

Stock Options

Options: Stock options are granted with an exercise price equal to the market value of a share ofSnap-on’s common stock on the date of grant and have a contractual term of ten years. Stock option grants vest ratably on the first, second and third anniversaries of the date of grant.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model. The company uses historical data regarding stock option exercise and forfeiture behaviors for different participating groups to estimate the period of time that options granted are expected to be outstanding. Expected volatility is based on the historical volatility of the company’s stock for the length of time corresponding to the expected term of the option. The expected dividend yield is based on the company’s historicalexpected annual dividend payments.as a percentage of the market value of our common stock as of the date of grant. The risk-free interest rate is based on the U.S. treasury yield curve on the grant date for the expected term of the option.

The following weighted-average assumptions were used in calculating the fair value of stock options granted during the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, using the Black-Scholes valuation model; there were no stock options granted during the three months ended September 30, 2017, or October 1, 2016:    

   Nine Months Ended
   September 30,
2017
  October 1,
2016

Expected term of option(in years)

    5.15       5.05   

Expected volatility factor

  22.01%  22.17%

Expected dividend yield

    1.63%    1.77%

Risk-free interest rate

            1.78%                    1.04%        

model:

Six Months Ended
June 27,
2020
June 29,
2019
Expected term of option (in years)
5.535.53
Expected volatility factor21.67%21.30%
Expected dividend yield2.78%1.79%
Risk-free interest rate1.50%2.54%









31

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

A summary of stock option activity as of and for the ninesix months ended September 30, 2017,June 27, 2020, is presented below:

   Shares
(in thousands)
   Exercise
Price Per
Share*
   Remaining
Contractual
Term*

(in years)
   Aggregate
Intrinsic
Value

(in millions)
 

Outstanding at December 31, 2016

   3,011              $100.78         

Granted

           655               168.71         

Exercised

   (278)          87.00         

Forfeited or expired

   (71)          153.52         
  

 

 

       

Outstanding at September 30, 2017

   3,317           114.22            6.6           $    127.7     
  

 

 

       

Exercisable at September 30, 2017

   2,108           90.90            5.3        122.5     

* Weighted-average


Shares
(in thousands)
Exercise
Price Per
Share*
Remaining
Contractual
Term*
(in years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 28, 20193,114  $135.60  
Granted459  155.34  
Exercised(60) 65.96  
Forfeited or expired(13) 161.36  
Outstanding at June 27, 20203,500  139.31  6.2$38.9  
Exercisable at June 27, 20202,590  133.28  5.238.9  

*Weighted-average
The weighted-average grant date fair value of options granted during the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, was $31.13$22.95 and $22.99,$29.98, respectively. The intrinsic value of options exercised was $2.0$3.3 million and $23.4$4.7 million during the respective three and ninesix months ended September 30, 2017,June 27, 2020, and $4.8$7.4 million and $22.2$12.3 million during the respective three and ninesix months ended October 1, 2016.June 29, 2019. The fair value of stock options vested was $14.0$14.6 million and $12.7$15.7 million during the respective ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

June 29, 2019.

As of September 30, 2017,June 27, 2020, there was $23.3$19.5 million of unrecognized compensation cost related tonon-vested stock options that is expected to be recognized as a charge to earnings over a weighted-average period of 1.72.0 years.

Performance Awards

Awards: Performance awards, which are granted as performance share units (“PSUs”) and performance-based RSUs, are earned and expensed using the fair value of the award over a contractual term of three years based on the company’s performance. Vesting of the performance awards is dependent upon performance relative topre-defined goals for revenue growth and return on net assets for the applicable performance period. For performance achieved above a certain level,specified levels, the recipient may earn additional shares of stock, not to exceed 100% of the number of performance awards initially granted.

The PSUs have a three-yearthree-year performance period based on the results of the consolidated financial metrics of the company. The performance-based RSUs have aone-yearone-year performance period based on the results of the consolidated financial metrics of the company followed by atwo-yeartwo-year cliff vesting schedule, assuming continued employment.

The fair value of performance awards is calculated using the market value of a share ofSnap-on’s common stock on the date of grant and assumed forfeitures based on recent historical experience; in recent years, forfeitures have not been significant. The weighted-average grant date fair value of performance awards granted during the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, was $168.70$155.34 and $138.80,$155.92, respectively. PSUs related to 60,98021,184 shares and 94,18632,114 shares were paid out during the respective ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016.June 29, 2019. Earned PSUs vest and are generally paid out following the conclusion of the applicable performance period upon approval by the Organization and Executive Compensation Committee of the company’s Board of Directors (the “Board”).

Based on the company’s 20162019 performance, 45,502NaN of the RSUs granted in 20162019 were earned. Based on the company’s 2018 performance, 33,170 RSUs granted in 2018 were earned; assuming continued employment, these RSUs will vest at the end of fiscal 2018.2020. Based on the company’s 20152017 performance, 64,32713,648 RSUs granted in 2015 were earned; assuming continued employment, these RSUs will vest at the end of fiscal 2017. Based on the company’s 2014 performance, 78,585 RSUs granted in 20142017 were earned; these RSUs vested as of fiscal 20162019 year end and were paid out shortly thereafter.

32

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Changes to the company’snon-vested performance awards during the ninesix months ended September 30, 2017,June 27, 2020, are as follows:

   Shares
(in thousands)
   Fair Value
Price per

Share*
 

Non-vested performance awards at December 31, 2016

              207              $    141.94     

Granted

   77           168.70     

Vested

   (5)          142.78     

Cancellations and other

   (28)          154.46     
  

 

 

   

Non-vested performance awards at September 30, 2017

   251           148.64     
  

 

 

   

* Weighted-average


Shares
(in thousands)
Fair Value
Price per
Share*
Non-vested performance awards at December 28, 201998  $158.94  
Granted82  155.34  
Vested—  —  
Cancellations and other(74) 157.49  
Non-vested performance awards at June 27, 2020106  157.17  

*Weighted-average
As of September 30, 2017,June 27, 2020, there was $14.1$8.8 million of unrecognized compensation cost related tonon-vested performance awards that is expected to be recognized as a charge to earnings over a weighted-average period of 1.72.0 years.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Stock Appreciation Rights (“SARs”)

: The company also issues stock-settled and cash-settled SARs to certain keynon-U.S. employees. SARs have a contractual term of ten years and vest ratably on the first, second and third anniversaries of the date of grant. SARs are granted with an exercise price equal to the market value of a share ofSnap-on’s common stock on the date of grant.

Stock-settled SARs are accounted for as equity instruments and provide for the issuance ofSnap-on common stock equal to the amount by which the company’s stock has appreciated over the exercise price. Stock-settled SARs have an effect on dilutive shares and shares outstanding as any appreciation ofSnap-on’s common stock value over the exercise price will be settled in shares of common stock. Cash-settled SARs provide for the cash payment of the excess of the fair market value ofSnap-on’s common stock price on the date of exercise over the grant price. Cash-settled SARs have no effect on dilutive shares or shares outstanding as any appreciation ofSnap-on’s common stock over the grant price is paid in cash and not in common stock.

The fair value of stock-settled SARs is estimated on the date of grant using the Black-Scholes valuation model. The fair value of cash-settled SARs is revalued(mark-to-market) each reporting period using the Black-Scholes valuation model based onSnap-on’speriod-end Snap-on’s period-end stock price. The company uses historical data regarding SARs exercise and forfeiture behaviors for different participating groups to estimate the expected term of the SARs granted based on the period of time that similar instruments granted are expected to be outstanding. Expected volatility is based on the historical volatility of the company’s stock for the length of time corresponding to the expected term of the SARs. The expected dividend yield is based on the company’s historicalexpected annual dividend payments.as a percentage of the market value of our common stock as of the date of grant (for stock-settled SARs) or reporting date (for cash-settled SARs). The risk-free interest rate is based on the U.S. treasury yield curve in effect as of the grant date (for stock-settled SARs) or reporting date (for cash-settled SARs) for the length of time corresponding to the expected term of the SARs.

The following weighted-average assumptions were used in calculating the fair value of stock-settled SARs granted during the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, using the Black-Scholes valuation model; there were no stock-settled SARs granted during the three months ended September 30, 2017, or October 1, 2016:

   Nine Months Ended
     September 30,  
2017
  October 1,
2016

Expected term of stock-settled SARs(in years)

    3.99       4.03   

Expected volatility factor

  19.39%  20.09%

Expected dividend yield

    1.46%    1.66%

Risk-free interest rate

          1.55%                    1.11%        

model:


 Six Months Ended
 June 27,
2020
June 29,
2019
Expected term of stock-settled SARs (in years)
3.753.65
Expected volatility factor22.50%22.60%
Expected dividend yield2.78%1.81%
Risk-free interest rate1.42%2.48%
33

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Changes to the company’s stock-settled SARs during the ninesix months ended September 30, 2017,June 27, 2020, are as follows:

   Stock-settled
SARs

(in thousands)
   Exercise
Price Per
Share*
   Remaining
Contractual
Term*

(in years)
   Aggregate
Intrinsic
Value

(in millions)
 

Outstanding at December 31, 2016

   303              $125.38         

Granted

   100               168.73         

Exercised

   (8)          106.07         

Forfeited or expired

   (22)          124.88         
  

 

 

       

Outstanding at September 30, 2017

   373           137.49            7.8           $    6.3     
  

 

 

       

Exercisable at September 30, 2017

   179           118.54            6.8            5.4     

* Weighted-average

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Stock-settled
SARs
(in thousands)
Exercise
Price Per
Share*
Remaining
Contractual
Term*
(in years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 28, 2019450  $149.18  
Granted92  155.34  
Exercised(1) 94.93  
Forfeited or expired(6) 130.68  
Outstanding at June 27, 2020535  150.56  7.0$1.4  
Exercisable at June 27, 2020355  147.56  6.01.4  

*Weighted-average
The weighted-average grant date fair value of stock-settled SARs granted during the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, was $24.13$21.31 and $19.47,$26.45, respectively. The intrinsic value of stock-settled SARs exercised was zero and $0.5 million0 during both the respective three and ninesix months ended September 30, 2017,June 27, 2020, and $0.1 million and $0.8 million during the respective three and nine months ended October 1, 2016.June 29, 2019. The fair value of stock-settled SARs vested was $2.3 million and $2.1 million during both the ninerespective six months ended September 30, 2017,June 27, 2020, and October 1, 2016, was $2.1 million.

June 29, 2019.

As of September 30, 2017,June 27, 2020, there was $3.0$3.5 million of unrecognized compensation cost related tonon-vested stock-settled SARs that is expected to be recognized as a charge to earnings over a weighted-average period of 1.72.0 years.

The following weighted-average assumptions were used in calculating the fair value of cash-settled SARs granted during the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, using the Black-Scholes valuation model; no cash-settled SARs were granted during the three months ended September 30, 2017, or October 1, 2016:

   Nine Months Ended
     September 30,  
2017
  October 1,
2016

Expected term of cash-settled SARs(in years)

    3.38       3.43   

Expected volatility factor

  19.58%  19.03%

Expected dividend yield

    1.57%    1.58%

Risk-free interest rate

            1.62%                    0.88%        

model:

Six Months Ended
June 27,
2020
June 29,
2019
Expected term of cash-settled SARs (in years)
3.433.34
Expected volatility factor32.04%22.52%
Expected dividend yield3.23%1.87%
Risk-free interest rate0.19%1.71%
The intrinsic value of cash-settled SARs exercised was zero$0.1 million and $0.8$0.2 million during the respective three and ninesix months ended September 30, 2017,June 27, 2020, and $0.1$0.2 million and $0.9$0.5 million during the respective three and ninesix months ended October 1, 2016.June 29, 2019. The fair value of cash-settled SARs vested was 0 and $0.1 million during the ninerespective six months ended September 30, 2017,June 27, 2020, and October 1, 2016, was $0.1 million and $0.2 million, respectively.

June 29, 2019.

Changes to the company’snon-vested cash-settled SARs during the ninesix months ended September 30, 2017,June 27, 2020, are as follows:

   Cash-settled
SARs

(in thousands)
   Fair Value
Price per
Share*
 

Non-vested cash-settled SARs at December 31, 2016

              7              $    40.83     

Granted

   1           13.52     

Vested

   (3)          26.11     
  

 

 

   

Non-vested cash-settled SARs at September 30, 2017

   5           18.78     
  

 

 

   

* Weighted-average


Cash-settled
SARs
(in thousands)
Fair Value
Price per
Share*
Non-vested cash-settled SARs at December 28, 2019 $25.96  
Granted 17.42  
Vested(1) 14.58  
Non-vested cash-settled SARs at June 27, 2020 16.91  

*Weighted-average

As of September 30, 2017,June 27, 2020, there was $0.1 million of unrecognized compensation cost related tonon-vested cash-settled SARs that is expected to be recognized as a charge to earnings over a weighted-average period of 1.42.0 years.

34

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Restricted Stock Awards –Non-employee Directors

Directors: The company awarded 6,9667,380 shares and 7,1457,605 shares of restricted stock tonon-employee directors infor the first ninerespective six months of 2017ended June 27, 2020, and 2016, respectively.June 29, 2019. The fair value of the restricted stock awards is expensed over aone-yearone-year vesting period based on the fair value on the date of grant. All restrictions for the restricted stock generally lapse upon the earlier of the first anniversary of the grant date, the recipient’s death or disability or in the event of a change in control, as defined in the 2011 Plan. If termination of the recipient’s service occurs prior to the first anniversary of the grant date for any reason other than death or disability, the shares of restricted stock would be forfeited, unless otherwise determined by the Board.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

Employee Stock Purchase Plan

Substantially allSnap-on employees in the United States and Canada are eligible to participate in an employee stock purchase plan. The purchase price of the company’s common stock to participants is the lesser of the mean of the high and low price of the stock on the beginning date (May 15) or ending date (the following May 14) of each plan year. For the nine months ended September 30, 2017, and October 1, 2016, issuances under this plan totaled 26,963 shares and 27,156 shares, respectively. As of September 30, 2017, shares reserved for issuance under this plan totaled 753,600 shares andSnap-on held participant contributions of approximately $1.4 million. Participants are able to withdraw from the plan at any time prior to the ending date and receive back all contributions made during the plan year. No compensation costs were recognized for plan participants in the third quarters of 2017 and 2016. The company recognized compensation costs for plan participants of $0.1 million of expense and a $0.1 million benefit for the respective nine months ended September 30, 2017, and October 1, 2016.

Franchisee Stock Purchase Plan

All franchisees in the United States and Canada are eligible to participate in a franchisee stock purchase plan. The purchase price of the company’s common stock to participants is the lesser of the mean of the high and low price of the stock on the beginning date (May 15) or ending date (the following May 14) of each plan year. For the nine months ended September 30, 2017, and October 1, 2016, issuances under this plan totaled 47,314 shares and 42,867 shares, respectively. As of September 30, 2017, shares reserved for issuance under this plan totaled 566,155 shares andSnap-on held participant contributions of approximately $2.8 million. Participants are able to withdraw from the plan at any time prior to the ending date and receive back all contributions made during the plan year. The company did not recognize anymark-to-market costs for plan participants in the third quarters of 2017 and 2016. Expense for plan participants was $0.1 million and a $0.4 million benefit for the respective nine months ended September 30, 2017, and October 1, 2016.

Note 13:14: Earnings Per Share

The shares used in the computation of the company’s basic and diluted earnings per common share are as follows:

   Three Months Ended   Nine Months Ended 
   September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 

Weighted-average common shares outstanding

       57,200,880            58,013,852            57,643,948            58,076,627     

Effect of dilutive securities

   1,054,360        1,251,062        1,220,575        1,292,765     
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average common shares outstanding, assuming dilution

   58,255,240        59,264,914        58,864,523        59,369,392     
  

 

 

   

 

 

   

 

 

   

 

 

 

Three Months EndedSix Months Ended
June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Weighted-average common shares outstanding54,413,820  55,253,253  54,468,839  55,383,887  
Effect of dilutive securities378,730  787,231  451,621  788,934  
Weighted-average common shares outstanding, assuming dilution54,792,550  56,040,484  54,920,460  56,172,821  

The dilutive effect of the potential exercise of outstanding options and stock-settled SARs to purchase common shares is calculated using the treasury stock method. As of September 30, 2017,June 27, 2020, there were 723,2153,238,975 awards outstanding that were anti-dilutive; as of October 1, 2016,June 29, 2019, there were 1,6001,223,467 awards outstanding that were anti-dilutive. Performance-based equity awards are included in the diluted earnings per share calculation based on the attainment of the applicable performance metrics to date.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Note 14:15: Commitments and Contingencies

Snap-on provides product warranties for specific product lines and accrues for estimated future warranty cost in the period in which the sale is recorded.Snap-on calculates its accrual requirements based on historic warranty loss experience that is periodically adjusted for recent actual experience, including the timing of claims during the warranty period and actual costs incurred.
Snap-on’s product warranty accrual activity for the three and ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, is as follows:

   Three Months Ended   Nine Months Ended 
(Amounts in millions)  September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 

Warranty reserve:

        

Beginning of period

      $    18.9            $    16.1            $    16.0            $    16.4      

Additions

   1.1         2.8         10.4         8.8      

Usage

   (2.2)        (3.3)        (8.6)        (9.6)     
  

 

 

   

 

 

   

 

 

   

 

 

 

End of period

      $17.8            $15.6            $17.8            $15.6      
  

 

 

   

 

 

   

 

 

   

 

 

 

Three Months EndedSix Months Ended
(Amounts in millions)June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Warranty reserve:
Beginning of period$17.2  $17.3  $17.3  $17.1  
Additions2.3  4.7  6.0  8.7  
Usage(2.3) (4.2) (6.1) (8.0) 
End of period$17.2  $17.8  $17.2  $17.8  

Snap-on is involved in various legal matters that are being litigated and/or settled in the ordinary course of business. The three months ended September 30, 2017, included a $15.0 million charge related to a judgement in an employment-related litigation matter brought by an individual that is being appealed. Although it is not possible to predict the outcome of these legal matters, management believes that the results of theseall legal matters will not have a material impact onSnap-on’s consolidated financial position, results of operations or cash flows.


35

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SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Note 15:16: Leases

Lessee Accounting: Supplemental balance sheet information related to leases as of June 27, 2020, and December 28, 2019 is as follows:
(Amounts in millions)June 27,
2020
December 28,
2019
Finance leases:
Property and equipment - gross$9.8  $9.2  
Accumulated depreciation and amortization(2.3) (1.5) 
Property and equipment - net$7.5  $7.7  
 Other accrued liabilities$2.9  $2.8  
 Other long-term liabilities8.9  10.0  
Total finance lease liabilities$11.8  $12.8  
Operating leases:
Operating lease right-of-use assets$50.2  $55.6  
 Other accrued liabilities$18.1  $19.5  
 Operating lease liabilities33.4  37.5  
Total operating lease liabilities$51.5  $57.0  

Lessor Accounting: Snap-on’s Financial Services business offers its customers lease financing for the lease of tools, diagnostics and equipment products and it offers financing to franchisees for vehicle leases. Sales-type leases are included in both “Finance receivables - net” and “Long-term finance receivables - net” and also in both “Contract receivables - net” and “Long-term contract receivables - net” on the accompanying Condensed Consolidated Balance Sheets.
See Note 4 for further information on finance and contract receivables.
Note 17: Other Income (Expense) – Net

“Other income (expense) – net” on the accompanying Condensed Consolidated Statements of Earnings consists of the following:

   Three Months Ended   Nine Months Ended 
(Amounts in millions)  September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 

Interest income

      $    –              $    0.2            $    0.2            $    0.5      

Net foreign exchange loss

   (2.0)        (1.0)        (5.7)        (0.9)     

Other

   (0.1)        –           (0.2)        0.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense) – net

      $(2.1)           $(0.8)           $(5.7)           $(0.3)     
  

 

 

   

 

 

   

 

 

   

 

 

 

 Three Months EndedSix Months Ended
(Amounts in millions)June 27, 2020June 29, 2019June 27, 2020June 29, 2019
Interest income$0.3  $0.3  $0.7  $0.7  
Net foreign exchange loss(0.7) (1.0) (2.6) (2.5) 
Net periodic pension and postretirement benefits – non-service2.4  2.8  5.4  5.0  
Other—  —  —  0.4  
Total other income (expense) – net$2.0  $2.1  $3.5  $3.6  

36

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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Note 16:18: Accumulated Other Comprehensive Income (Loss)

The following is a summary of net changes in Accumulated OCI by component and net of tax for the three months ended September 30, 2017:

(Amounts in millions)  Foreign
Currency
Translation
   Cash Flow
Hedges
   Defined
Benefit
Pension and
Postretirement
Plans
   Total 

Balance as of July 1, 2017

      $(130.2)           $    14.6            $    (281.4)           $    (397.0)     

Other comprehensive income before reclassifications

   51.4         –           –           51.4      

Amounts reclassified from Accumulated OCI

   –           (0.5)        4.3         3.8      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net other comprehensive income (loss)

   51.4         (0.5)        4.3         55.2      
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2017

      $    (78.8)           $14.1            $(277.1)           $(341.8)     
  

 

 

   

 

 

   

 

 

   

 

 

 

June 27, 2020:

(Amounts in millions)Foreign
Currency
Translation
Cash Flow
Hedges
Defined
Benefit
Pension and
Postretirement
Plans
Total
Balance as of March 28, 2020$(295.4) $10.3  $(324.8) $(609.9) 
Other comprehensive income before reclassifications87.8  1.4  —  89.2  
Amounts reclassified from Accumulated OCI—  (0.4) 6.7  6.3  
Net other comprehensive income87.8  1.0  6.7  95.5  
Balance as of June 27, 2020$(207.6) $11.3  $(318.1) $(514.4) 

The following is a summary of net changes in Accumulated OCI by component and net of tax for the ninesix months ended September 30, 2017:

(Amounts in millions)  Foreign
Currency
Translation
   Cash Flow
Hedges
   Defined
Benefit
Pension and
Postretirement
Plans
   Total 

Balance as of December 31, 2016

      $    (217.7)           $9.2            $    (290.0)           $    (498.5)     

Other comprehensive income before reclassifications

   138.9         6.1         –           145.0      

Amounts reclassified from Accumulated OCI

   –           (1.2)        12.9         11.7      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net other comprehensive income

   138.9         4.9         12.9         156.7      
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of September 30, 2017

      $(78.8)           $    14.1            $(277.1)           $(341.8)     
  

 

 

   

 

 

   

 

 

   

 

 

 

June 27, 2020:

(Amounts in millions)Foreign
Currency
Translation
Cash Flow
Hedges
Defined
Benefit
Pension and
Postretirement
Plans
Total
Balance as of December 28, 2019$(187.4) $10.7  $(331.2) $(507.9) 
Other comprehensive income (loss) before reclassifications(20.2) 1.4  —  (18.8) 
Amounts reclassified from Accumulated OCI—  (0.8) 13.1  12.3  
Net other comprehensive income (loss)(20.2) 0.6  13.1  (6.5) 
Balance as of June 27, 2020$(207.6) $11.3  $(318.1) $(514.4) 

The following is a summary of net changes in Accumulated OCI by component and net of tax for the three months ended October 1, 2016:

(Amounts in millions)  Foreign
Currency
Translation
   Cash Flow
Hedges
   Defined
Benefit
Pension and
Postretirement
Plans
   Total 

Balance as of July 2, 2016

      $    (133.5)           $    0.5            $    (236.8)           $    (369.8)     

Other comprehensive loss before reclassifications

   (7.8)        –           –           (7.8)     

Amounts reclassified from Accumulated OCI

   –           (0.1)        4.8         4.7      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net other comprehensive income (loss)

   (7.8)        (0.1)        4.8         (3.1)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of October 1, 2016

      $(141.3)           $0.4            $(232.0)           $(372.9)     
  

 

 

   

 

 

   

 

 

   

 

 

 

June 29, 2019:

(Amounts in millions)Foreign
Currency
Translation
Cash Flow
Hedges
Defined
Benefit
Pension and
Postretirement
Plans
Total
Balance as of March 30, 2019$(170.3) $11.8  $(337.9) $(496.4) 
Other comprehensive loss before reclassifications(8.4) —  —  (8.4) 
Amounts reclassified from Accumulated OCI—  (0.3) 4.4  4.1  
Net other comprehensive income (loss)(8.4) (0.3) 4.4  (4.3) 
Balance as of June 29, 2019$(178.7) $11.5  $(333.5) $(500.7) 

37

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SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


The following is a summary of net changes in Accumulated OCI by component and net of tax for ninethe six months ended October 1, 2016:

(Amounts in millions)  Foreign
Currency
Translation
   Cash Flow
Hedges
   Defined
Benefit
Pension and
Postretirement
Plans
   Total 

Balance as of January 2, 2016

      $    (118.5)           $0.7           $    (246.4)           $    (364.2)     

Other comprehensive loss before reclassifications

   (22.8)        –           –           (22.8)     

Amounts reclassified from Accumulated OCI

   –               (0.3)        14.4         14.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

Net other comprehensive income (loss)

   (22.8)        (0.3)        14.4         (8.7)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of October 1, 2016

      $(141.3)           $0.4            $(232.0)           $(372.9)     
  

 

 

   

 

 

   

 

 

   

 

 

 

June 29, 2019:

(Amounts in millions)Foreign
Currency
Translation
Cash Flow
Hedges
Defined
Benefit
Pension and
Postretirement
Plans
Total
Balance as of December 29, 2018$(177.9) $12.2  $(296.5) $(462.2) 
Impact of the Tax Cuts and Jobs Act on Accumulated Other Comprehensive Income (ASU No. 2018-02)—  —  (45.9) (45.9) 
Balance at December 30, 2018(177.9) 12.2  (342.4) (508.1) 
Other comprehensive loss before reclassifications(0.8) —  —  (0.8) 
Amounts reclassified from Accumulated OCI—  (0.7) 8.9  8.2  
Net other comprehensive income (loss)(0.8) (0.7) 8.9  7.4  
Balance as of June 29, 2019$(178.7) $11.5  $(333.5) $(500.7) 

The reclassifications out of Accumulated OCI for the three and ninesix month periods ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, are as follows:

   Amount Reclassified from Accumulated OCI    
   Three Months Ended   Nine Months Ended    

Details about Accumulated OCI

               Components                

  September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
   

Statement of Earnings
Presentation

(Amounts in millions)                   

Gains on cash flow hedges:

          

Treasury locks

      $0.5            $0.1            $1.2            $0.3        Interest expense

Income tax expense

   –            –            –            –           Income tax expense
  

 

 

   

 

 

   

 

 

   

 

 

   

Net of tax

   0.5         0.1         1.2         0.3        
  

 

 

   

 

 

   

 

 

   

 

 

   

Amortization of net unrecognized losses and prior service credits

   (6.6)        (7.6)        (19.8)        (22.7)       See footnote below*

Income tax benefit

   2.3         2.8         6.9         8.3        Income tax expense
  

 

 

   

 

 

   

 

 

   

 

 

   

Net of tax

   (4.3)        (4.8)        (12.9)        (14.4)       
  

 

 

   

 

 

   

 

 

   

 

 

   

Total reclassifications for the period, net of tax

      $    (3.8)           $    (4.7)           $    (11.7)           $    (14.1)       
  

 

 

   

 

 

   

 

 

   

 

 

   

Amount Reclassified from Accumulated OCI
Three Months EndedSix Months Ended
June 27,
2020
June 29,
2019
June 27,
2020
June 29,
2019
Statement of Earnings
Presentation
(Amounts in millions)
Gains on cash flow hedges:
Treasury locks$0.4  $0.3  $0.8  $0.7  Interest expense
Income tax expense—  —  —  —  Income tax expense
Net of tax0.4  0.3  0.8  0.7  
Amortization of net unrecognized losses and prior service credits(8.8) (5.9) (17.2) (11.7) See footnote below*
Income tax benefit2.1  1.5  4.1  2.8  Income tax expense
Net of tax(6.7) (4.4) (13.1) (8.9) 
Total reclassifications for the period, net of tax$(6.3) $(4.1) $(12.3) $(8.2) 

*

*These Accumulated OCI components are included in the computation of net periodic pension and postretirement health care costs; see Note 1011 and Note 1112 for further information.

SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)


Note 17:19: Segments

Snap-on’s business segments are based on the organization structure used by management for making operating and investment decisions and for assessing performance.Snap-on’s reportable business segments are: (i) the Commercial & Industrial Group; (ii) theSnap-on Tools Group; (iii) the Repair Systems & Information Group; and (iv) Financial Services. The Commercial & Industrial Group consists of business operations serving a broad range of industrial and commercial customers worldwide, including customers in the aerospace, natural resources, government, power generation, transportation and technical education market segments (collectively, “critical industries”), primarily through direct and distributor channels. TheSnap-on Tools Group consists of business operations primarily serving vehicle service and repair technicians through the company’s worldwide mobile tool distribution channel. The Repair Systems & Information Group consists of business operations serving other professional vehicle repair customers worldwide, primarily owners and managers of independent repair shops and OEM dealership service and repair shops (“OEM dealerships”),dealerships, through direct and distributor channels. Financial Services consists of the business operations ofSnap-on’s finance subsidiaries.

38

Table of Contents
SNAP-ON INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Snap-on evaluates the performance of its operating segments based on segment revenues, including both external and intersegment net sales, and segment operating earnings.Snap-on accounts for intersegment sales and transfers based primarily on standard costs with reasonablemark-ups established between the segments. Identifiable assets by segment are those assets used in the respective reportable segment’s operations. Corporate assets consist of cash and cash equivalents (excluding cash held at Financial Services), deferred income taxes and certain other assets. All significant intersegment amounts are eliminated to arrive atSnap-on’s consolidated financial results.

Financial Data by Segment:

   Three Months Ended   Nine Months Ended 
(Amounts in millions)  September 30,
2017
   October 1,
2016
   September 30,
2017
   October 1,
2016
 

Net sales:

        

Commercial & Industrial Group

      $314.6            $289.3            $923.3            $862.0      

Snap-on Tools Group

   392.7         397.2         1,215.9         1,216.4      

Repair Systems & Information Group

   333.5         286.1         990.4         860.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment net sales

   1,040.8         972.6         3,129.6         2,938.5      

Intersegment eliminations

       (137.0)            (138.5)        (417.3)        (397.9)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net sales

      $903.8            $834.1            $    2,712.3            $2,540.6      

Financial Services revenue

   79.0         71.6         233.5         207.2      
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

      $982.8            $905.7            $2,945.8            $    2,747.8      
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings:

        

Commercial & Industrial Group

      $50.1            $43.7            $134.4            $124.1      

Snap-on Tools Group

   56.3         64.6         207.2         207.6      

Repair Systems & Information Group

   83.4         71.8         244.0         215.3      

Financial Services

   56.0         50.6         163.1         147.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment operating earnings

   245.8         230.7         748.7         694.1      

Corporate

   (36.7)        (22.5)        (79.3)        (67.6)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating earnings

      $209.1            $208.2            $669.4            $626.5      

Interest expense

   (13.1)        (13.1)        (38.8)        (39.1)     

Other income (expense) – net

   (2.1)        (0.8)        (5.7)        (0.3)     
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes and equity earnings

      $193.9            $194.3            $624.9            $587.1      
  

 

 

   

 

 

   

 

 

   

 

 

 

Three Months EndedSix Months Ended
(Amounts in millions)June 27,
2020
June 29,
2019
June 27,
2020
June 29,
2019
Net sales:
Commercial & Industrial Group$261.9  $335.0  $561.8  $657.5  
Snap-on Tools Group323.3  405.8  699.2  816.0  
Repair Systems & Information Group245.0  348.9  559.6  676.8  
Segment net sales830.2  1,089.7  1,820.6  2,150.3  
Intersegment eliminations(105.9) (138.4) (244.1) (277.3) 
Total net sales724.3  951.3  1,576.5  1,873.0  
Financial Services revenue84.6  84.1  170.5  169.7  
Total revenues$808.9  $1,035.4  $1,747.0  $2,042.7  
Operating earnings:
Commercial & Industrial Group$22.9  $48.9  $54.4  $95.4  
Snap-on Tools Group38.4  71.3  87.0  138.5  
Repair Systems & Information Group50.6  88.6  127.9  172.2  
Financial Services57.6  60.6  114.5  122.7  
Segment operating earnings169.5  269.4  383.8  528.8  
Corporate(20.8) (18.9) (39.3) (28.8) 
Operating earnings148.7  250.5  344.5  500.0  
Interest expense(13.4) (12.4) (24.8) (24.9) 
Other income (expense) – net2.0  2.1  3.5  3.6  
Earnings before income taxes and equity earnings$137.3  $240.2  $323.2  $478.7  

(Amounts in millions)June 27,
2020
December 28,
2019
Assets:
Commercial & Industrial Group$1,112.8  $1,138.8  
Snap-on Tools Group783.5  827.4  
Repair Systems & Information Group1,345.5  1,381.9  
Financial Services2,129.2  2,104.0  
Total assets from reportable segments5,371.0  5,452.1  
Corporate796.1  303.1  
Elimination of intersegment receivables(53.6) (61.7) 
Total assets$6,113.5  $5,693.5  


39

Table of Contents
SNAP-ON INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Assets:

    

Commercial & Industrial Group

      $1,104.0            $907.1      

Snap-on Tools Group

   734.9         668.1      

Repair Systems & Information Group

   1,313.5         1,211.0      

Financial Services

   1,944.3         1,789.7      
  

 

 

   

 

 

 

Total assets from reportable segments

      $    5,096.7            $4,575.9      

Corporate

   224.2         212.3      

Elimination of intersegment receivables

   (64.7)        (65.0)     
  

 

 

   

 

 

 

Total assets

      $5,256.2            $    4,723.2      
  

 

 

   

 

 

 

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS


Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Statements:

Statements in this document that are not historical facts, including statements thatthat: (i) are in the future tense; (ii) include the words “expects,” “plans,” “targets,” “estimates,” “believes,” “anticipates,” or similar words that referenceSnap-on Incorporated(“ (“Snap-on” or “the company”) or its management; (iii) are specifically identified as forward-looking; or (iv) describeSnap-on’s or management’s future outlook, plans, estimates, objectives or goals, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.Snap-on cautions the reader that any forward-looking statements included in this document that are based upon assumptions and estimates were developed by management in good faith and are subject to risks, uncertainties or other factors that could cause (and in some cases have caused) actual results to differ materially from those described in any such statement. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results or regarded as a representation by the company or its management that the projected results will be achieved. For those forward-looking statements,Snap-on cautions the reader that numerous important factors, such as those listed below, as well as thosethe factors discussed in its Annual Report on Form10-K for the fiscal year ended December 31, 2016, which are incorporated herein by reference,28, 2019, and in Part II, Item 1A. Risk Factors in its quarterly report on Form 10-Q for the quarterly period ended March 28, 2020, and those discussed in this document, could affect the company’s actual results and could cause its actual consolidated results to differ materially from those expressed in any forward-looking statement made by, or on behalf of,Snap-on.

These risks and uncertainties include, without limitation, uncertainties related to estimates, statements, assumptions and projections generally, and the timing and progress with whichSnap-on can attain value through itsSnap-on Value Creation Processes, including its ability to realize efficiencies and savings from its rapid continuous improvement and other cost reduction initiatives, improve workforce productivity, achieve improvements in the company’s manufacturing footprint and greater efficiencies in its supply chain, and enhance machine maintenance, plant productivity and manufacturing lineset-up and change-over practices, any or all of which could result in production inefficiencies, higher costs and/or lost revenues. These risks include the evolving impact and unknown duration of the coronavirus (COVID-19) pandemic, which has the potential to amplify the impact of the other risks facing the company. These risks also include governmental actions related thereto on Snap-on’s business, as well as uncertainties related toSnap-on’s capability to implement future strategies with respect to its existing businesses, its ability to refine its brand and franchise strategies, retain and attract franchisees, further enhance service and value to franchisees and thereby help improve their sales and profitability, introduce successful new products, successfully pursue, complete and integrate acquisitions, as well as its ability to withstand disruption arising from natural disasters, (such as the recent hurricanes in the southern United States and the Caribbean), planned facility closures or other labor interruptions, the effects of external negative factors, including adverse developments in world financial markets, developments related to tariffs and other trade issues or disputes, weakness in certain areas of the global economy (including as a result of the United Kingdom’s pending exit from the European Union)Union and the COVID-19 pandemic), and significant changes in the current competitive environment, inflation, interest rates and other monetary and market fluctuations, changes in tax rates, ruleslaws and regulations, and the impact of energy and raw material supply and pricing, including steel (as a result of U.S. tariffs imposed on certain steel imports or otherwise) and gasoline, the amount, rate and growth ofSnap-on’s general and administrative expenses, including health care and postretirement costs (resulting from, among other matters, U.S. health care legislation and its ongoing implementation or reform), continuing and potentially increasing required contributions to pension and postretirement plans, the impacts ofnon-strategic business and/or product line rationalizations, and the effects on business as a result of new legislation, regulations or government-related developments or issues, risks associated with data security and technological systems and protections, thepotential reputational damages and costs related to litigation as well as an inability to assure that costs related to litigation will be reduced or eliminated on appeal, the impact of changes in financial accounting standards, and other world or local events outsideSnap-on’s control, including terrorist disruptions.disruptions and other outbreaks of infectious diseases. Snap-on disclaims any responsibility to update any forward-looking statement provided in this document, except as required by law.

In addition, investors should be aware that generally accepted accounting principles in the United States of America (“GAAP”) prescribe when a company should reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a major contingency. Reported results, therefore, may appear to be volatile in certain accounting periods.




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(continued)

Recent Acquisitions

On July 28, 2017,Snap-on acquired Torque Control Specialist (“TCS”), for a cash purchase price of $3.6 million (or $3.5 million, net of cash acquired). TCS, based

Non-GAAP Measures
References in Adelaide, Australia, distributes a full range of torque products, including wrenches, multipliers and calibrators for usethis report to “organic sales” refer to sales from continuing operations calculated in critical industries. For segment reporting purposes, the results of operations and assets of TCS have been included in the Commercial & Industrial Group since the acquisition date.

On May 4, 2017,Snap-on acquired Norbar Torque Tools Holding Limited, alongaccordance with its U.S. and Chinese joint ventures (“Norbar”), for a purchase price of $71.6 million (or $69.9 million, net of cash acquired), which reflects a $0.8 million working capital adjustment finalized in the third quarter of 2017. Norbar, based in Banbury, U.K., designs and manufactures a full range of torque products, including wrenches, multipliers and calibrators for use in critical industries. For segment reporting purposes, the results of operations and assets of Norbar have been included in the Commercial & Industrial Group since the acquisition date.

On January 30, 2017,Snap-on acquired BTC Global Limited (“BTC”) for a cash purchase price of $9.2 million. BTC, based in Crewe, U.K., designs and implements automotive vehicle inspection and management software for original equipment manufacturer (“OEM”) franchise repair shops. For segment reporting purposes, the results of operations and assets of BTC have been included in the Repair Systems & Information Group since the acquisition date.

On November 16, 2016,Snap-on acquired Ryeson Corporation (d/b/a Sturtevant Richmont) for a purchase price of $13.0 million (or $12.6 million, net of cash acquired), which reflects a $0.1 million working capital adjustment finalized in the first quarter of 2017. Sturtevant Richmont designs, manufactures and distributes mechanical and electronic torque wrenches as well as wireless torque error proofing systems for a variety of industrial applications. For segment reporting purposes, the results of operations and assets of Sturtevant Richmont have been included in the Commercial & Industrial Group since the acquisition date.

On October 31, 2016,Snap-on acquiredCar-O-Liner Holding AB(“Car-O-Liner”) for a purchase price of $152.0 million (or $148.1 million, net of cash acquired), which reflects a $0.2 million working capital adjustment finalized in the first quarter of 2017.Car-O-Liner designs and manufactures collision repair equipment, and information and truck alignment systems. For segment reporting purposes, substantially all ofCar-O-Liner’s results of operations and assets have been included in the Repair Systems & Information Group since the acquisition date, with the remaining portions included in the Commercial & Industrial Group.

Pro forma financial information has not been presented for any of these acquisitions as the net effects, individually and collectively, were neither significant nor material toSnap-on’s results of operations or financial position.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

RESULTS OF OPERATIONS

Results of operations for the three months ended September 30, 2017, and October 1, 2016, are as follows:

   Three Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

Net sales

    $903.8       100.0%       $834.1         100.0%       $69.7       8.4%   

Cost of goods sold

   (455.2)      -50.4%      (415.0)      -49.8%      (40.2)      -9.7%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   448.6       49.6%      419.1       50.2%      29.5       7.0%   

Operating expenses

     (295.5)      -32.7%        (261.5)      -31.3%        (34.0)        -13.0%   
  

 

 

     

 

 

     

 

 

   

Operating earnings before financial services

   153.1       16.9%      157.6       18.9%      (4.5)      -2.9%   
            

Financial services revenue

   79.0         100.0%      71.6       100.0%      7.4       10.3%   

Financial services expenses

   (23.0)      -29.1%      (21.0)      -29.3%      (2.0)      -9.5%   
  

 

 

     

 

 

     

 

 

   

Operating earnings from financial services

   56.0       70.9%      50.6       70.7%      5.4       10.7%   
  

 

 

     

 

 

     

 

 

   
            

Operating earnings

   209.1       21.3%      208.2       23.0%      0.9       0.4%   

Interest expense

   (13.1)      -1.4%      (13.1)      -1.4%      –        –       

Other income (expense) – net

   (2.1)      -0.2%      (0.8)      -0.1%      (1.3)      NM      
  

 

 

     

 

 

     

 

 

   

Earnings before income taxes and equity earnings

   193.9       19.7%      194.3       21.5%      (0.4)      -0.2%   

Income tax expense

   (57.2)      -5.8%      (59.6)      -6.6%      2.4       4.0%   
  

 

 

     

 

 

     

 

 

   

Earnings before equity earnings

   136.7       13.9%      134.7       14.9%      2.0       1.5%   

Equity earnings, net of tax

   0.4       –          0.5       –          (0.1)      -20.0%   
  

 

 

     

 

 

     

 

 

   

Net earnings

   137.1       13.9%      135.2       14.9%      1.9       1.4%   

Net earnings attributable to noncontrolling interests

   (3.7)      -0.3%      (3.5)      -0.4%      (0.2)      -5.7%   
  

 

 

     

 

 

     

 

 

   

Net earnings attributable toSnap-on Inc.

    $133.4       13.6%       $131.7       14.5%       $1.7       1.3%   
  

 

 

     

 

 

     

 

 

   

NM: Not meaningful

Percentage Disclosure: All income statement line item percentages below “Operating earnings from financial services” are calculated as a percentage of the sum of Net sales and Financial services revenue.

Net sales of $903.8 million in the third quarter of 2017 increased $69.7 million, or 8.4%, from 2016 levels, reflecting a $19.5 million, or 2.3%, increase in organic sales (anon-GAAP financial measure that excludesGAAP, excluding acquisition-related sales and the impact of foreign currency translation), $44.3 million of acquisition-related sales, and $5.9 million of favorable foreign currency translation.Snap-on has significant international operations and is subject to risks inherent with foreign operations, including foreign currency translation fluctuations.

References in this report to “organic sales” refer to sales from continuing operations calculated in accordance with GAAP, adjusted to exclude acquisition-related sales and the impact of foreign currency translation. Management evaluates the company’s sales performance based on organic sales growth, which primarily reflects growth from the company’s existing businesses as a result of increased output, customer base and geographic expansion, new product development and/or pricing, and excludes sales contributions from acquired operations the company did not own as of the comparable prior-year reporting period. The company’s organic sales disclosures also exclude the effects of foreign currency translation as foreign currency translation is subject to volatility that can obscure underlying business trends. Management believes that thenon-GAAP financial measure of organic sales is meaningful to investors as it provides them with useful information to aid in identifying underlying growth trends in our businesses and facilitatingfacilitates comparisons of our sales performance with prior periods.


Recent Acquisitions
On January 31, 2020, Snap-on acquired substantially all of the assets of the TreadReader product line from Sigmavision Limited (“Sigmavision”) for a cash purchase price of $5.9 million. Sigmavision designs and manufactures handheld devices and drive-over ramps that provide tire information for use in the automotive industry. The acquisition enhances and expands Snap-on’s existing capabilities in serving vehicle repair facilities and will expand the company’s presence with repair shop owners and managers.
On August 7, 2019, Snap-on acquired Cognitran Limited (“Cognitran”) for a cash purchase price of $30.6 million (or $29.6 million, net of cash acquired). Cognitran, based in Chelmsford, United Kingdom, specializes in flexible, modular and highly scalable “Software as a Service” (SaaS) products for original equipment manufacturer (“OEM”) customers and their dealers, focused on the creation and delivery of service, diagnostics, parts and repair information to OEM dealers and connected vehicle platforms. The acquisition enhanced and expanded Snap-on’s capabilities in providing shop efficiency solutions through integrated upstream services to OEM customers in automotive, heavy duty, agricultural and recreational applications.
On April 2, 2019, Snap-on acquired Power Hawk Technologies, Inc. (“Power Hawk”) for a cash purchase price of $7.9 million. Power Hawk, based in Rockaway, New Jersey, designs, manufactures and distributes rescue tools and related equipment for a variety of military, governmental, and fire, rescue and emergency operations. The acquisition of the Power Hawk product line complemented and increased Snap-on’s existing product offering and broadened its established capabilities in serving critical industries.
On January 25, 2019, Snap-on acquired substantially all of the assets of TMB GeoMarketing Limited (“TMB”) for a cash purchase price of $1.3 million. TMB, based in Dorking, United Kingdom, designs planning software used by OEMs to optimize dealer locations and manage the performance of dealer outlets. The acquisition of TMB extended Snap-on’s product line in its core dealer network solutions business.
For segment reporting purposes, the results of operations and assets of Sigmavision, Cognitran and TMB have been included in the Repair Systems & Information Group since the respective acquisition dates and the results of operations and assets of Power Hawk have been included in the Commercial & Industrial Group since the acquisition date.
Pro forma financial information has not been presented for these acquisitions as the net effects were neither significant nor material to Snap-on’s results of operations or financial position.

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Impact of COVID-19

During the second quarter of 2020, the COVID-19 pandemic and associated government measures to limit the spread of the virus heavily impacted Snap-on’s sales and earnings, and as anticipated resulted in substantially lower performance in the period as compared to a year ago. Moving through the quarter, the company accommodated its operations to the virus environment, implementing appropriate measures to ensure the health and safety of its personnel, continuing without disruption to serve its franchisees and other professional customers performing essential work. In turn, Snap-on provided assistance to its franchisees with their accommodations of the turbulence to enable continued service to technicians. As a result, the impact of the virus on our operations lessened as we moved through the quarter from April to May to June. During this period, the company has invested in offsetting the virus impact, including absorbing temporary closures of certain facilities, wages for quarantined associates, event cancellation fees, as well as other related costs (collectively “direct COVID-19-related costs” or “direct costs associated with COVID-19”)
. Snap-on has generally maintained its headcount, manufacturing capacity and product development, in anticipation of the return to pre-COVID-19 demand levels.
The ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time. See Part II, Item 1A, Risk Factors in Snap-on’s 2020 first quarter Form 10-Q, for an additional discussion of risks related to COVID-19.


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RESULTS OF OPERATIONS
Results of operations for the three months ended June 27, 2020, and June 29, 2019, are as follows:

 Three Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
Net sales$724.3  100.0 %$951.3  100.0 %$(227.0) (23.9)%
Cost of goods sold(383.1) (52.9)%(477.5) (50.2)%94.4  19.8 %
Gross profit341.2  47.1 %473.8  49.8 %(132.6) (28.0)%
Operating expenses(250.1) (34.5)%(283.9) (29.8)%33.8  11.9 %
Operating earnings before financial services91.1  12.6 %189.9  20.0 %(98.8) (52.0)%
Financial services revenue84.6  100.0 %84.1  100.0 %0.5  0.6 %
Financial services expenses(27.0) (31.9)%(23.5) (27.9)%(3.5) (14.9)%
Operating earnings from financial services57.6  68.1 %60.6  72.1 %(3.0) (5.0)%
Operating earnings148.7  18.4 %250.5  24.2 %(101.8) (40.6)%
Interest expense(13.4) (1.6)%(12.4) (1.2)%(1.0) (8.1)%
Other income (expense) – net2.0  0.2 %2.1  0.2 %(0.1) (4.8)%
Earnings before income taxes and equity earnings137.3  17.0 %240.2  23.2 %(102.9) (42.8)%
Income tax expense(31.9) (4.0)%(55.6) (5.4)%23.7  42.6 %
Earnings before equity earnings105.4  13.0 %184.6  17.8 %(79.2) (42.9)%
Equity earnings, net of tax0.5  0.1 %0.3  0.1 %0.2  66.7 %
Net earnings105.9  13.1 %184.9  17.9 %(79.0) (42.7)%
Net earnings attributable to noncontrolling interests(4.7) (0.6)%(4.5) (0.5)%(0.2) (4.4)%
Net earnings attributable to Snap-on Inc.$101.2  12.5 %$180.4  17.4 %$(79.2) (43.9)%

Percentage Disclosure: All income statement line item percentages below “Operating earnings from financial services” are calculated as a percentage of the sum of Net sales and Financial services revenue.
Net sales of $724.3 in the second quarter of 2020, reflecting a $214.9 million, or 22.9%, decrease in organic sales and $14.4 million of unfavorable foreign currency translation, partially offset by $2.3 million of acquisition-related sales, compared to $951.3 million in 2019. The decline in sales volume primarily reflects the impact of the COVID-19 pandemic in the second quarter of 2020.
Gross profit of $448.6$341.2 million in the thirdsecond quarter of 20172020, including $3.1 million of direct costs associated with COVID-19, $2.0 million of exit and disposal (“restructuring”) costs and $7.8 million of unfavorable foreign currency effects, compared to $419.1$473.8 million last year.in 2019. Gross margin (gross profit as a percentage of net sales) of 49.6%47.1% in the quarter declined 60270 basis points (100 basis points (“bps”) equals 1.0 percent) from 50.2% last year primarily due to the impact of lower sales volumes, including costs to maintain manufacturing capacity, 40 bps of direct costs associated with COVID-19, 30 bps from costs related to restructuring actions outside of the United States and 10 bps of unfavorable foreign currency effects and lowereffects. These decreases in gross margin on acquisition related sales,were partially offset by savingsbenefits from the company’s “Rapid Continuous Improvement” or “RCI“RCI” initiatives.

Snap-on’s RCI initiatives employ a structured set of tools and processes across multiple businesses and geographies intended to eliminate waste and improve operations. Savings fromSnap-on’s RCI initiatives reflect benefits from a wide variety of ongoing efficiency, productivity and process improvements, including savings generated from product design cost reductions, improved manufacturing lineset-up and change-over practices, lower-cost sourcing initiatives and facility consolidations.optimization. Unless individually significant, it is not practicable to disclose each RCI activity that generated savings and/or segregate RCI savings embedded in sales volume increases.


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(continued)
Operating expenses of $295.5$250.1 million in the thirdsecond quarter of 20172020, including $2.7 million of direct costs associated with COVID-19 and $2.0 million of restructuring charges, compared to $261.5$283.9 million last year, as 2017 included a $15.0 million charge related to a judgment in an employment-related litigation matter brought by an individual that is being appealed (“legal charge”). The company can provide no assurance as to the results of that appeal.2019. The operating expense margin (operating expenses as a percentage of net sales) of 32.7% was 14034.5% increased 470 bps higher thanfrom last year as 170 bps for the legal charge and 30primarily due to lower sales volumes, 40 bps of operating expenses for acquisitionsdirect costs associated with COVID-19, 20 bps from costs related to restructuring actions and 10 bps of unfavorable foreign currency effects. These items were partially offset by savings from cost containment actions in response to lower sales volume leverage.

volumes.

Operating earnings before financial services of $153.1$91.1 million in the thirdsecond quarter of 2017,2020, including $1.9$5.8 million of direct costs associated with COVID-19, $4.0 million of restructuring charges and $3.8 million of unfavorable foreign currency effects, and $15.0 million for the legal charge, decreased $4.5 million, or 2.9%, as compared to $157.6$189.9 million last year.in the second quarter of 2019. As a percentage of net sales, operating earnings before financial services of 16.9%12.6%, including the legal charge,80 bps of direct costs associated with COVID-19, 50 bps of costs from restructuring actions and 20 bps of unfavorable foreign currency effects, compared to 18.9%20.0% last year.

Financial services revenue of $79.0$84.6 million in the thirdsecond quarter of 20172020 compared to revenue of $71.6$84.1 million last year. Financial services operating earnings of $56.0$57.6 million in the third quarter of 2017,period, including $0.1 million of favorable foreign currency effects, increased $5.4 million, or 10.7%, as compared to $50.6 million last year. The year-over-year increases in both revenue and operating earnings primarily reflect continued growth of the company’s financial services portfolio.

Operating earnings of $209.1 million in the third quarter of 2017, including $1.8$0.3 million of unfavorable foreign currency effects, compared to $60.6 million last year.

Operating earnings of $148.7 million in the second quarter of 2020, including $5.8 million of direct costs associated with COVID-19, $4.0 million of restructuring charges and $15.0$4.1 million for the legal charge, increased $0.9 million, or 0.4%, from $208.2of unfavorable foreign currency effects, compared to $250.5 million last year. As a percentage of revenues (net sales plus financial services revenue), operating earnings of 21.3%18.4% in the quarter, including 70 bps of direct costs associated with COVID-19, 50 bps of costs from restructuring actions and 20 bps of unfavorable foreign currency effects, compared to 23.0%24.2% last year.

Interest expense was unchanged at $13.1 million in the respective third quarterssecond quarter of 20172020 increased $1.0 million compared to last year. See Note 9 to the Condensed Consolidated Financial Statements for information on Snap-on’s debt and 2016.credit facilities.
Other income (expense) – net includes net gains and losses associated with hedging and currency exchange rate transactions, non-service components of net periodic benefit costs, and interest income. See Note 17 to the Condensed Consolidated Financial Statements for information on Other income (expense) – net.
Snap-on’s 2020 second quarter effective income tax rate on earnings attributable to Snap-on was 24.1%, which includes a 20 bps increase related to the restructuring actions. The 2019 effective income tax rate was 23.6%. See Note 8 to the Condensed Consolidated Financial Statements for information on income taxes.
Net earnings attributable to Snap-on in the second quarter of 2020 of $101.2 million, or $1.85 per diluted share, includes a $3.3 million, or $0.06 per diluted share, after-tax charge related to restructuring actions. Net earnings attributable to Snap-on in the second quarter of 2019 were $180.4 million, or $3.22 per diluted share.
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(continued)
Results of operations for the six months ended June 27, 2020, and June 29, 2019, are as follows:

 Six Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
Net sales$1,576.5  100.0 %$1,873.0  100.0 %$(296.5) (15.8)%
Cost of goods sold(813.7) (51.6)%(927.6) (49.5)%113.9  12.3 %
Gross profit762.8  48.4 %945.4  50.5 %(182.6) (19.3)%
Operating expenses(532.8) (33.8)%(568.1) (30.4)%35.3  6.2 %
Operating earnings before financial services230.0  14.6 %377.3  20.1 %(147.3) (39.0)%
Financial services revenue170.5  100.0 %169.7  100.0 %0.8  0.5 %
Financial services expenses(56.0) (32.8)%(47.0) (27.7)%(9.0) (19.1)%
Operating earnings from financial services114.5  67.2 %122.7  72.3 %(8.2) (6.7)%
Operating earnings344.5  19.7 %500.0  24.5 %(155.5) (31.1)%
Interest expense(24.8) (1.4)%(24.9) (1.2)%0.1  0.4 %
Other income (expense) – net3.5  0.2 %3.6  0.1 %(0.1) (2.8)%
Earnings before income taxes and equity earnings323.2  18.5 %478.7  23.4 %(155.5) (32.5)%
Income tax expense(75.8) (4.3)%(112.5) (5.5)%36.7  32.6 %
Earnings before equity earnings247.4  14.2 %366.2  17.9 %(118.8) (32.4)%
Equity earnings, net of tax0.5  —  0.8  0.1 %(0.3) (37.5)%
Net earnings247.9  14.2 %367.0  18.0 %(119.1) (32.5)%
Net earnings attributable to noncontrolling interests(9.5) (0.6)%(8.7) (0.5)%(0.8) (9.2)%
Net earnings attributable to Snap-on Inc.$238.4  13.6 %$358.3  17.5 %$(119.9) (33.5)%

Percentage Disclosure: All income statement line item percentages below “Operating earnings from financial services” are calculated as a percentage of the sum of Net sales and Financial services revenue.
Net sales of $1,576.5 in the first six months of 2020, reflecting a $277.6 million, or 15.0%, decrease in organic sales and $24.7 million of unfavorable foreign currency translation, partially offset by $5.8 million of acquisition-related sales, compared to $1,873.0 million in 2019. The decline in sales volume primarily reflects the impact associated with the COVID-19 pandemic in the first six months of 2020.
Gross profit of $762.8 million in the first six months of 2020, including $7.1 million of restructuring costs, $4.6 million of direct costs associated with COVID-19, and $13.9 million of unfavorable foreign currency effects, compared to $945.4 million in 2019. Gross margin of 48.4% in the first six months of 2020 declined 210 basis points from last year primarily due to the impact of lower sales volumes, including costs to maintain manufacturing capacity, 40 bps from costs related to restructuring actions outside of the United States, 30 bps of direct costs associated with COVID-19 and 10 bps of unfavorable foreign currency effects. These decreases in gross margins were partially offset by benefits from the company’s RCI initiatives.

Operating expenses of $532.8 million in the first six months of 2020, including $4.4 million of restructuring charges and $3.0 million of direct costs associated with COVID-19, compared to $568.1 million in 2019. Operating expenses in the first six months of 2019 included an $11.6 million benefit related to a legal settlement in a patent-related litigation matter that was being appealed (the “legal settlement”). The operating expense margin of 33.8% increased 340 bps from last year primarily due to lower sales volumes, 60 bps of a non-recurring benefit in 2019 from the legal settlement, 30 bps from costs related to restructuring actions, 20 bps of direct costs associated from COVID-19 and 10 bps of unfavorable foreign currency effects. These items were partially offset by savings from cost containment actions in response to lower sales volumes.
45

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SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)
Operating earnings before financial services of $230.0 million in the first six months of 2020, including $11.5 million of restructuring charges, $7.6 million of direct costs associated with COVID-19 and $7.1 million of unfavorable foreign currency effects, compared to $377.3 million in the first six months of 2019, which benefited from the $11.6 million legal settlement. As a percentage of net sales, operating earnings before financial services of 14.6%, including 70 bps of costs from restructuring actions, 50 bps of direct costs associated with COVID-19 and 20 bps of unfavorable foreign currency effects, compared to 20.1% last year, which included 60 bps of non-recurring benefit from the legal settlement.
Financial services revenue of $170.5 million in the first six months of 2020 compared to $169.7 million last year. Financial services operating earnings of $114.5 million in the first six months of 2020, including $2.6 million of higher credit reserve requirements associated with the impact of the COVID-19 pandemic recorded in the first quarter of 2020, and $0.5 million of unfavorable foreign currency effects, compared to $122.7 million last year.
Operating earnings of $344.5 million in the first six months of 2020, including $11.5 million of restructuring charges, $7.6 million of direct costs associated with COVID-19 and $7.6 million of unfavorable foreign currency effects, compared to $500.0 million last year, which included the benefit from the $11.6 million legal settlement. As a percentage of revenues, operating earnings of 19.7% in the first six months of 2020, including 70 bps of costs from restructuring actions, 50 bps of direct costs associated with COVID-19 and 20 bps of unfavorable foreign currency effects, compared to 24.5% last year, which included 60 bps of non-recurring benefit from the legal settlement.
Interest expense in the first six months of 2020 decreased $0.1 million compared to last year. See Note 9 to the Condensed Consolidated Financial Statements for information on Snap-on’s debt and credit facilities.

Other income (expense) – net was expense of $2.1 million and $0.8 million in the respective third quarters of 2017 and 2016. Other income (expense) – net reflectsincludes net gains and losses associated with hedging and currency exchange rate transactions, non-service components of net periodic benefit costs, and interest income. See Note 1517 to the Condensed Consolidated Financial Statements for information on otherOther income (expense) – net.

In the first six months of 2020, Snap-on’s third quarter effective income tax rate on earnings attributable toSnap-on was 30.1%24.2%, includingwhich includes a 0.6%20 bps increase related to the restructuring actions. The 2019 effective income tax rate was 23.9%. See Note 8 to the Condensed Consolidated Financial Statements for information on income taxes.
Net earnings attributable to Snap-on in the first six months of 2020 of $238.4 million, or $4.34 per diluted share, includes a $9.3 million, or $0.17 per diluted share, after-tax charge related to restructuring actions. Net earnings attributable to Snap-on in the first six months of 2019 were $358.3 million, or $6.38 per diluted share, included an $8.7 million, or $0.15 per diluted share, after-tax benefit from the legal charge,settlement.
Exit and Disposal Activities
Snap-on recorded costs of $4.0 million and $11.5 million for exit and disposal activities outside of the United States in 2017the respective three and 31.2% in 2016.six month periods ended June 27, 2020. There were no restructuring costs recorded for the three and six month periods ended June 29, 2019. See Note 7 to the Condensed Consolidated Financial Statements for information on income taxes.

Net earnings attributable toSnap-onSnap-on’s exit and disposal activities.

46

Table of $133.4 million, or $2.29 per diluted share, in the third quarter of 2017, including $9.3 million, or $0.16 per diluted share, for the after tax legal charge, increased $1.7 million, or $0.07 per diluted share, from 2016 levels. Net earnings attributable toSnap-on in the third quarter of 2016 were $131.7 million, or $2.22 per diluted share.

Contents

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Results of operations for the nine months ended September 30, 2017, and October 1, 2016, are as follows:

                                                                                                            
  Nine Months Ended 
(Amounts in millions) September 30, 2017  October 1, 2016  Change 

Net sales

   $2,712.3        100.0%      $2,540.6        100.0%      $171.7      6.8%   

Cost of goods sold

    (1,352.7)     -49.9%       (1,274.9)     -50.2%     (77.8)     -6.1%   
 

 

 

   

 

 

   

 

 

  

Gross profit

  1,359.6      50.1%     1,265.7      49.8%     93.9      7.4%   

Operating expenses

  (853.3)     -31.4%     (786.3)     -30.9%       (67.0)     -8.5%   
 

 

 

   

 

 

   

 

 

  

Operating earnings before financial services

  506.3      18.7%     479.4      18.9%     26.9      5.6%   
      

Financial services revenue

  233.5      100.0%     207.2      100.0%     26.3      12.7%   

Financial services expenses

  (70.4)     -30.1%     (60.1)     -29.0%     (10.3)       -17.1%   
 

 

 

   

 

 

   

 

 

  

Operating earnings from financial services

  163.1      69.9%     147.1      71.0%     16.0      10.9%   
 

 

 

   

 

 

   

 

 

  
      

Operating earnings

  669.4      22.7%     626.5      22.8%     42.9      6.8%   

Interest expense

  (38.8)     -1.3%     (39.1)     -1.4%     0.3      0.8%   

Other income (expense) – net

  (5.7)     -0.2%     (0.3)     –          (5.4)     NM      
 

 

 

   

 

 

   

 

 

  

Earnings before income taxes and equity earnings

  624.9      21.2%     587.1      21.4%     37.8      6.4%   

Income tax expense

  (187.1)     -6.3%     (179.4)     -6.6%     (7.7)     -4.3%   
 

 

 

   

 

 

   

 

 

  

Earnings before equity earnings

  437.8      14.9%     407.7      14.8%     30.1      7.4%   

Equity earnings, net of tax

  1.2      –          2.2      0.1%     (1.0)     -45.5%   
 

 

 

   

 

 

   

 

 

  

Net earnings

  439.0      14.9%     409.9      14.9%     29.1      7.1%   

Net earnings attributable to noncontrolling interests

  (10.8)     -0.4%     (9.8)     -0.3%     (1.0)     10.2%   
 

 

 

   

 

 

   

 

 

  

Net earnings attributable toSnap-on Inc.

   $428.2      14.5%      $400.1      14.6%      $28.1      7.0%   
 

 

 

   

 

 

   

 

 

  

NM: Not meaningful

Percentage Disclosure: All income statement line item percentages below “Operating earnings from financial services” are calculated as a percentage of the sum of Net sales and Financial services revenue.

Net sales of $2,712.3 million in the first nine months of 2017 increased $171.7 million, or 6.8%, from 2016 levels, reflecting a $76.1 million, or 3.0%, organic sales gain and $111.8 million of acquisition-related sales, partially offset by $16.2 million of unfavorable foreign currency translation.

Gross profit of $1,359.6 million in the first nine months of 2017 compared to $1,265.7 million last year. Gross margin of 50.1% in 2017 improved 30 bps from 49.8% last year primarily due to benefits from higher sales and savings from the company’s RCI initiatives, partially offset by 20 bps of unfavorable foreign currency effects. Restructuring costs reflected in gross profit were $0.8 million in the first nine months of 2016.

Operating expenses of $853.3 million in the first nine months of 2017, including $15.0 million for the legal charge, compared to $786.3 million last year. The operating expense margin of 31.4% in 2017 increased 50 bps from 30.9% last year as 50 bps of operating expenses from acquisitions and 50 bps from the legal charge were partially offset by benefits from sales volume leverage. Restructuring costs included in operating expenses were $0.1 million in the first nine months of 2016.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Operating earnings before financial services of $506.3 million in the first nine months of 2017, including $10.1 million of unfavorable foreign currency effects and $15.0 million for the legal charge, increased $26.9 million, or 5.6%, as compared to $479.4 million last year. As a percentage of net sales, operating earnings before financial services of 18.7%, including the legal charge, compared to 18.9% last year.

Financial services revenue of $233.5 million in the first nine months of 2017 compared to revenue of $207.2 million last year. Financial services operating earnings of $163.1 million in 2017, including $0.7 million of unfavorable foreign currency effects, increased $16.0 million, or 10.9%, as compared to $147.1 million last year. The year-over-year increases in both revenue and operating earnings primarily reflect continued growth of the company’s financial services portfolio.

Operating earnings of $669.4 million in the first nine months of 2017, including $10.8 million of unfavorable foreign currency effects and $15.0 million for the legal charge, increased $42.9 million, or 6.8%, from $626.5 million last year. As a percentage of revenues, operating earnings of 22.7% declined 10 bps from 22.8% last year.

Interest expense of $38.8 million in the first nine months of 2017 decreased $0.3 million from $39.1 million last year. See Note 8 to the Condensed Consolidated Financial Statements for information onSnap-on’s debt and credit facilities.    

Other income (expense) – net was expense of $5.7 million and $0.3 million in the respective first nine months of 2017 and 2016. See Note 15 to the Condensed Consolidated Financial Statements for information on other income (expense) – net.

In the first nine months of 2017,Snap-on’s effective income tax rate on earnings attributable toSnap-on was 30.5%, including a 0.2% benefit from the legal charge, and 31.1% in 2016. See Note 7 to the Condensed Consolidated Financial Statements for information on income taxes.

Net earnings attributable toSnap-on of $428.2 million, or $7.27 per diluted share, in the first nine months of 2017, including $9.3 million, or $0.16 per diluted share, for the after tax legal charge, increased $28.1 million, or $0.53 per diluted share, from 2016 levels. Net earnings attributable toSnap-on in the first nine months of 2016 were $400.1 million, or $6.74 per diluted share.    

Exit and Disposal Activities

Snap-on did not record any costs for exit and disposal activities in the first nine months of 2017 or the third quarter of 2016.Snap-on recorded $0.9 million of costs for exit and disposal activities in the first nine months of 2016. See Note 6 to the Condensed Consolidated Financial Statements for information onSnap-on’s exit and disposal activities.


Segment Results

Snap-on’s business segments are based on the organization structure used by management for making operating and investment decisions and for assessing performance.Snap-on’s reportable business segments are: (i) the Commercial & Industrial Group; (ii) theSnap-on Tools Group; (iii) the Repair Systems & Information Group; and (iv) Financial Services. The Commercial & Industrial Group consists of business operations serving a broad range of industrial and commercial customers worldwide, including customers in the aerospace, natural resources, government, power generation, transportation and technical education market segments (collectively, “critical industries”), primarily through direct and distributor channels. TheSnap-on Tools Group consists of business operations primarily serving vehicle service and repair technicians through the company’s worldwide mobile tool distribution channel. The Repair Systems & Information Group consists of business operations serving other professional vehicle repair customers worldwide, primarily owners and managers of independent repair shops and OEM dealership service and repair shops (“OEM dealerships”), through direct and distributor channels. Financial Services consists of the business operations ofSnap-on’s finance subsidiaries.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)


Snap-on evaluates the performance of its operating segments based on segment revenues, including both external and intersegment net sales, and segment operating earnings.Snap-on accounts for intersegment sales and transfers based primarily on standard costs with reasonablemark-ups established between the segments. Identifiable assets by segment are those assets used in the respective reportable segment’s operations. Corporate assets consist of cash and cash equivalents (excluding cash held at Financial Services), deferred income taxes and certain other assets. All significant intersegmentIntersegment amounts are eliminated to arrive atSnap-on’s consolidated financial results.

Commercial & Industrial Group

   Three Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

External net sales

    $250.8       79.7%       $213.1       73.7%       $37.7       17.7%   

Intersegment net sales

   63.8       20.3%      76.2       26.3%      (12.4)      -16.3%   
  

 

 

     

 

 

     

 

 

   

Segment net sales

   314.6         100.0%      289.3         100.0%      25.3       8.7%   

Cost of goods sold

     (187.9)      -59.7%        (176.6)      -61.0%        (11.3)      -6.4%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   126.7       40.3%      112.7       39.0%      14.0       12.4%   

Operating expenses

   (76.6)      -24.4%      (69.0)      -23.9%      (7.6)        -11.0%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $50.1       15.9%       $43.7       15.1%       $6.4       14.6%   
  

 

 

     

 

 

     

 

 

   

Three Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
External net sales$204.5  78.1 %$263.0  78.5 %$(58.5) (22.2)%
Intersegment net sales57.4  21.9 %72.0  21.5 %(14.6) (20.3)%
Segment net sales261.9  100.0 %335.0  100.0 %(73.1) (21.8)%
Cost of goods sold(171.7) (65.6)%(205.8) (61.4)%34.1  16.6 %
Gross profit90.2  34.4 %129.2  38.6 %(39.0) (30.2)%
Operating expenses(67.3) (25.7)%(80.3) (24.0)%13.0  16.2 %
Segment operating earnings$22.9  8.7 %$48.9  14.6 %$(26.0) (53.2)%

Segment net sales of $314.6$261.9 million in the thirdsecond quarter of 2017 increased $25.32020, reflecting a $66.2 million, or 8.7%, from 2016 levels, reflecting a $0.6 million, or 0.2%20.2%, organic sales gain, $22.7decline and $6.9 million of acquisition-related sales and $2.0 million of favorableunfavorable foreign currency translation.translation, compared to $335.0 million in the second quarter of 2019. The organic sales increasedecrease includes a high single-digit gainmid-teen declines in both sales to customers in critical industries a low single-digit gainand in the segment’s power tools operation.
Segment gross margin in the second quarter of 2020 of 34.4% declined 420 bps from last year primarily due to the impact of lower sales volumes, including lower utilization of manufacturing capacity, 80 bps from $2.0 million of costs related to restructuring actions in the segment’s European-based hand tools business, substantially70 bps of direct COVID-19-related costs and 50 bps of unfavorable foreign currency effects. These items were partially offset by a double-digit decrease in sales of power tools, and a mid single-digit sales decrease in the segment’s Asia Pacific operations.

Segment gross profit of $126.7 million in the third quarter of 2017 compared to $112.7 million last year. Third quarter gross margin of 40.3% in 2017 increased 130 bps from 39.0% in 2016 primarily due to favorable business mixmaterial cost savings and benefits from the company’s RCI initiatives.

Segment operating expenses of $76.6 million in the third quarter of 2017 compared to $69.0 million last year. The operating expense margin in the second quarter of 24.4% in 20172020 of 25.7% increased 50170 bps from 23.9% in 2016as compared to last year primarily due to 40the impact of lower sales volumes and 50 bps of operating expenses for acquisitions.    

direct costs associated with COVID-19. These costs were partially offset by savings from cost containment actions.

As a result of these factors, segment operating earnings of $50.1$22.9 million in the thirdsecond quarter of 2017,2020, including $0.1$3.0 million of favorabledirect costs associated with COVID-19, $2.0 million of restructuring charges and $1.9 million of unfavorable foreign currency effects, increased $6.4compared to $48.9 million from 2016 levels.in the second quarter of 2019. Operating margin (segment operating earnings as a percentage of segment net sales) for the Commercial & Industrial Group of 15.9%8.7% in 2017 improved 80 bps from 15.1%the second quarter of 2020 compared to 14.6% in 2016.

   Nine Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

External net sales

    $712.9       77.2%       $644.5       74.8%       $68.4         10.6%   

Intersegment net sales

   210.4       22.8%      217.5       25.2%      (7.1)      -3.3%   
  

 

 

     

 

 

     

 

 

   

Segment net sales

   923.3         100.0%      862.0         100.0%      61.3       7.1%   

Cost of goods sold

     (559.2)      -60.6%        (527.4)      -61.2%        (31.8)      -6.0%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   364.1       39.4%      334.6       38.8%      29.5       8.8%   

Operating expenses

   (229.7)      -24.8%      (210.5)      -24.4%      (19.2)      -9.1%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $134.4       14.6%       $124.1       14.4%       $10.3       8.3%   
  

 

 

     

 

 

     

 

 

   

2019.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)


 Six Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
External net sales$431.5  76.8 %$512.5  77.9 %$(81.0) (15.8)%
Intersegment net sales130.3  23.2 %145.0  22.1 %(14.7) (10.1)%
Segment net sales561.8  100.0 %657.5  100.0 %(95.7) (14.6)%
Cost of goods sold(361.1) (64.3)%(398.0) (60.5)%36.9  9.3 %
Gross profit200.7  35.7 %259.5  39.5 %(58.8) (22.7)%
Operating expenses(146.3) (26.0)%(164.1) (25.0)%17.8  10.8 %
Segment operating earnings$54.4  9.7 %$95.4  14.5 %$(41.0) (43.0)%

Segment net sales of $923.3$561.8 million in the first ninesix months of 2017 increased $61.32020, reflecting an $84.2 million, or 7.1%, from 2016 levels, reflecting a $22.5 million, or 2.6%13.0%, organic sales gaindecline and $46.4 million of acquisition-related sales, partially offset by $7.6$12.2 million of unfavorable foreign currency translation.translation, partially offset by $0.7 million of acquisition-related sales, compared to $657.5 million in the first six months of 2019. The organic sales increasedecrease primarily includes middouble-digit declines in sales in both the European-based hand tools business and Asia Pacific operations and a high single-digit gainsdecline in sales to customers in critical industries.
Segment gross margin of 35.7% in the first six months of 2020 declined 380 bps from last year primarily due to the impact of lower sales volumes, including lower utilization of manufacturing capacity, 110 bps from $6.4 million of costs related to restructuring actions in the segment’s European-based hand tools business, 60 bps for direct COVID-19-related costs and in sales to customers in critical industries,30 bps of unfavorable foreign currency effects. These items were partially offset by a mid single-digit decrease in sales of power tools.

material cost savings and by RCI initiatives.

Segment gross profit of $364.1 millionoperating expense margin in the first ninesix months of 20172020 of 26.0% compared to $334.6 million last year. Gross margin25.0% in the first six months of 39.4% improved 602019. The 100 bps from 38.8% last yearincrease is primarily due to higherthe impact of lower sales savings from the company’s RCI initiativesvolumes and 20 bps of favorable foreign currency effects,for direct costs associated with COVID-19, partially offset by a 10 bps impactsavings from acquisitions.    

Segment operating expenses of $229.7 million in the first nine months of 2017 compared to $210.5 million last year. The operating expense margin of 24.8% increased 40 bps from 24.4% last year primarily due to increased costs, including higher costs for research and engineering activities, and 20 bps of operating expenses for acquisitions.

cost containment actions.

As a result of these factors, segment operating earnings of $134.4$54.4 million in the first ninesix months of 2017,2020, including $1.0$6.4 million of favorablerestructuring charges, $4.7 million of direct costs associated with COVID-19 and $3.1 million of unfavorable foreign currency effects, increased $10.3compared to $95.4 million from 2016 levels.in the first six months of 2019. Operating margin for the Commercial & Industrial Group of 14.6%9.7% in the first nine months of 2017 increased 20 bps from 14.4% last year.

2020 compared to 14.5% in 2019.


Snap-on Tools Group

                                                                        
   Three Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

Segment net sales

    $392.7         100.0%       $397.2         100.0%       $    (4.5)      -1.1%   

Cost of goods sold

   (228.5)      -58.2%        (223.9)      -56.4%      (4.6)      -2.1%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   164.2       41.8%      173.3       43.6%      (9.1)      -5.3%   

Operating expenses

     (107.9)      -27.5%      (108.7)      -27.3%      0.8       0.7%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $56.3       14.3%       $64.6       16.3%       $    (8.3)        -12.8%   
  

 

 

     

 

 

     

 

 

   

 Three Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
Segment net sales$323.3  100.0 %$405.8  100.0 %$(82.5) (20.3)%
Cost of goods sold(188.5) (58.3)%(222.9) (54.9)%34.4  15.4 %
Gross profit134.8  41.7 %182.9  45.1 %(48.1) (26.3)%
Operating expenses(96.4) (29.8)%(111.6) (27.5)%15.2  13.6 %
Segment operating earnings$38.4  11.9 %$71.3  17.6 %$(32.9) (46.1)%

Segment net sales of $392.7$323.3 million in the thirdsecond quarter of 2017 decreased $4.52020, reflecting a $79.2 million, or 1.1%, from 2016 levels, reflecting a $6.5 million, or 1.6%19.7%, organic sales decrease, partially offset by $2.0decline and $3.3 million of favorableunfavorable foreign currency translation.translation, compared to $405.8 million in the second quarter of 2019. The organic sales decrease includesreflects a mid single-digitmid-teen decline in the U.S. franchise operations and a nearly 40% decrease in the company’s U.S. franchise operations, partially offset by a double-digit sales gainsegment’s international operations.
Segment gross margin in the company’s international franchise operations.

Segment gross profit of $164.2 million in the thirdsecond quarter of 2017 compared to $173.3 million last year. Gross margin of 41.8% decreased 18041.7% declined 340 bps from 43.6% last year primarily due to a year-over-year shift in product mixlower sales volumes, including costs to maintain manufacturing capacity, 30 bps of direct COVID-19-related costs and 7020 bps of unfavorable foreign currency effects.

Segment operating expenses of $107.9 million in the third quarter of 2017 compared to $108.7 million last year. The operating expense margin in the second quarter of 27.5%2020 of 29.8% increased 20230 bps from 27.3% last year primarily due to the effectimpact of the lower sales.

sales volumes, 30 bps of direct costs associated with COVID-19 and 20 bps from $0.6 million of restructuring actions in Europe, partially offset by savings from cost containment actions.

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Table of Contents
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)
As a result of these factors, segment operating earnings of $56.3$38.4 million in the thirdsecond quarter of 2017,2020, including $2.3$1.9 million of direct costs associated with COVID-19, $0.6 million of restructuring charges and $1.1 million of unfavorable foreign currency effects, decreased $8.3compared to $71.3 million from 2016 levels.in 2019. Operating margin for theSnap-on Tools Group of 14.3%11.9% in the thirdsecond quarter of 20172020, compared to 16.3%17.6% last year.

                                                                                          
   Nine Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

Segment net sales

    $  1,215.9         100.0%       $  1,216.4         100.0%       $  (0.5)      –         

Cost of goods sold

   (691.0)      -56.8%      (687.8)      -56.5%      (3.2)        -0.5%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   524.9       43.2%      528.6       43.5%      (3.7)      -0.7%   

Operating expenses

   (317.7)      -26.2%      (321.0)      -26.4%      3.3       1.0%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $207.2       17.0%       $207.6       17.1%       $(0.4)      -0.2%   
  

 

 

     

 

 

     

 

 

   

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Six Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
Segment net sales$699.2  100.0 %$816.0  100.0 %$(116.8) (14.3)%
Cost of goods sold(404.0) (57.8)%(450.0) (55.1)%46.0  10.2 %
Gross profit295.2  42.2 %366.0  44.9 %(70.8) (19.3)%
Operating expenses(208.2) (29.8)%(227.5) (27.9)%19.3  8.5 %
Segment operating earnings$87.0  12.4 %$138.5  17.0 %$(51.5) (37.2)%

Segment net sales of $1,215.9$699.2 million in the first ninesix months of 2017 decreased $0.5 million from 2016 levels,2020, reflecting a $5.7$111.0 million, or 0.5%13.7%, organic sales gain, which was more than offset by $6.2 milliondecline and $5.8 of unfavorable foreign currency translation. The organic sales increase includes a double-digit sales gain in the company’s international franchise operations partially offset by a low single-digit sales decrease in the company’s U.S. franchise operations.

Segment gross profit of $524.9translation, compared to $816.0 million in the first ninesix months of 2017 compared to $528.6 million last year. Gross2019. The organic sales decrease reflects a low-teen decline in the U.S. franchise operations and an approximately 25% decline in the segment’s international operations.

Segment gross margin in the first six months of 43.2%2020 of 42.2% declined 30270 bps from 43.5% last year primarily due to 60the impact of lower sales volumes, including costs to maintain manufacturing capacity, 30 bps of unfavorable foreign currency effects and 10 bps of direct COVID-19-related costs.
Segment operating expense margin in the first six months of 2020 of 29.8% increased 190 bps primarily due to the impact of lower sales volumes, 20 bps of direct costs associated with COVID-19 and 10 bps from $0.6 million of restructuring actions in Europe, partially offset by savings from the company’s RCI initiatives.

Segment operating expenses of $317.7 million in the first nine months of 2017 compared to $321.0 million last year. The operating expense margin of 26.2% improved 20 bps from 26.4% last year primarily due to sales volume leverage in the company’s international franchise operations.

cost containment actions.

As a result of these factors, segment operating earnings of $207.2$87.0 million in the first ninesix months of 2017,2020, including $9.2$1.9 million of direct costs associated with COVID-19, $0.6 million of restructuring charges and $2.5 million of unfavorable foreign currency effects, decreased $0.4compared to $138.5 million from 2016 levels.in 2019. Operating margin for theSnap-on Tools Group of 17.0%12.4% in the first ninesix months of 20172020 compared to 17.1%17.0% last year.


Repair Systems & Information Group

                                                                                          
   Three Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

External net sales

    $260.3       78.1%       $223.8       78.2%       $36.5       16.3%   

Intersegment net sales

   73.2       21.9%      62.3       21.8%      10.9       17.5%   
  

 

 

     

 

 

     

 

 

   

Segment net sales

   333.5         100.0%      286.1         100.0%      47.4       16.6%   

Cost of goods sold

     (175.8)      -52.7%        (153.0)      -53.5%        (22.8)      -14.9%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   157.7       47.3%      133.1       46.5%      24.6       18.5%   

Operating expenses

   (74.3)      -22.3%      (61.3)      -21.4%      (13.0)        -21.2%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $83.4       25.0%       $71.8       25.1%       $11.6       16.2%   
  

 

 

     

 

 

     

 

 

   

 Three Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
External net sales$196.5  80.2 %$282.5  81.0 %$(86.0) (30.4)%
Intersegment net sales48.5  19.8 %66.4  19.0 %(17.9) (27.0)%
Segment net sales245.0  100.0 %348.9  100.0 %(103.9) (29.8)%
Cost of goods sold(128.8) (52.6)%(187.2) (53.7)%58.4  31.2 %
Gross profit116.2  47.4 %161.7  46.3 %(45.5) (28.1)%
Operating expenses(65.6) (26.7)%(73.1) (20.9)%7.5  10.3 %
Segment operating earnings$50.6  20.7 %$88.6  25.4 %$(38.0) (42.9)%

Segment net sales of $333.5$245.0 million in the thirdsecond quarter of 2017 increased $47.42020, reflecting a $101.4 million, or 16.6%, from 2016 levels, reflecting a $23.7 million, or 8.2%29.5%, organic sales gain, $21.6decrease and $4.8 million of unfavorable foreign currency translation, partially offset by $2.3 million from acquisition-related sales, compared to $348.9 million in the second quarter of 2019. The lower sales volume reflects organic declines of over 30% in both sales of undercar equipment and $2.1 million of favorable foreign currency translation. The organic sales increase includes double-digit gainsto OEM dealerships, as well as a mid-teen decrease in sales of diagnostic and repair information products to independent repair shop owners and managers, a high single-digit sales increase to OEM dealerships, and a low single-digit sales increase of undercar equipment.

managers.

Segment gross profit of $157.7 millionmargin in the thirdsecond quarter of 2017 compared to $133.1 million last year. Gross margin2020 of 47.3%47.4% improved 80110 bps from 46.5% last year as a result of 40 bps of benefits from acquisitions and savings from the company’s RCI initiatives.

Segment operating expenses of $74.3 million in the third quarter of 2017 compared to $61.3 million last year. The operating expense margin of 22.3% increased 90 bps from 21.4% last year, primarily due to 180 bpsthe impact of impactreduced sales in lower gross margin businesses and savings from acquisitions,RCI initiatives, partially offset by benefits20 bps of sales volume leverage.

direct COVID-19-related costs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Segment operating expense margin in the second quarter of 26.7% in 2020 increased 580 bps from last year primarily due to the impact of lower sales volumes and 50 bps from $1.4 million of costs from restructuring actions in Europe, partially offset by savings from cost containment actions and RCI initiatives.
As a result of these factors, segment operating earnings of $83.4$50.6 million in the thirdsecond quarter of 2017,2020, including $0.3$1.4 million of favorablecosts related to restructuring actions, $0.7 million of direct costs associated with COVID-19 and $0.8 million of unfavorable foreign currency effects, increased $11.6compared to $88.6 million from 2016 levels.in 2019. Operating margin for the Repair Systems & Information Group of 25.0%20.7% in the thirdsecond quarter of 20172020 compared to 25.1%25.4% last year.

                                                                                          
   Nine Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

External net sales

    $783.5       79.1%       $679.7       79.0%       $103.8       15.3%   

Intersegment net sales

   206.9       20.9%      180.4       21.0%      26.5       14.7%   
  

 

 

     

 

 

     

 

 

   

Segment net sales

   990.4         100.0%      860.1         100.0%      130.3       15.1%   

Cost of goods sold

   (519.8)      -52.5%        (457.6)      -53.2%        (62.2)      -13.6%   
  

 

 

     

 

 

     

 

 

   

Gross profit

   470.6       47.5%      402.5       46.8%      68.1       16.9%   

Operating expenses

     (226.6)      -22.9%      (187.2)      -21.8%      (39.4)        -21.0%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $244.0       24.6%       $215.3       25.0%       $28.7       13.3%   
  

 

 

     

 

 

     

 

 

   

 Six Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
External net sales$445.8  79.7 %$544.5  80.5 %$(98.7) (18.1)%
Intersegment net sales113.8  20.3 %132.3  19.5 %(18.5) (14.0)%
Segment net sales559.6  100.0 %676.8  100.0 %(117.2) (17.3)%
Cost of goods sold(292.7) (52.3)%(356.9) (52.7)%64.2  18.0 %
Gross profit266.9  47.7 %319.9  47.3 %(53.0) (16.6)%
Operating expenses(139.0) (24.8)%(147.7) (21.9)%8.7  5.9 %
Segment operating earnings$127.9  22.9 %$172.2  25.4 %$(44.3) (25.7)%

Segment net sales of $990.4$559.6 million in the first ninesix months of 2017 increased $130.32020, reflecting a $114.3 million, or 15.1%, from 2016 levels, reflecting a $69.4 million, or 8.1%17.1%, organic sales gaindecrease and $65.4 million of acquisition-related sales, partially offset by $4.5$8.0 million of unfavorable foreign currency translation.translation, partially offset by $5.1 million from acquisition-related sales, compared to $676.8 million in the first six months of 2019. The organic sales increase includes highdecrease primarily reflects an approximately 20% decrease in both sales to OEM dealerships and of undercar equipment, as well as a mid single-digit gainsdecrease in sales of diagnostic and repair information products to independent repair shop owners and managers and in sales to OEM dealerships, and a mid single-digit gain in sales of undercar equipment.

managers.

Segment gross profit of $470.6 millionmargin in the first ninesix months of 2017 compared to $402.5 million last year. Gross margin2020 of 47.5% improved 7047.7% increased 40 bps from 46.8% last year, primarily due to benefits from acquisitionsthe impact of reduced sales in lower gross margin businesses and savings from the company’s RCI initiatives. Restructuringinitiatives, partially offset by 10 bps from $0.7 million of costs includedrelated to restructuring actions in gross profit were $0.8 millionEurope and 10 bps of direct COVID-19-related costs.
Segment operating expense margin in the first ninesix months of 2016.

Segment operating expenses2020 of $226.6 million in the first nine months of 2017 compared to $187.2 million last year. The operating expense margin of 22.9%24.8% increased 110290 bps from 21.8% last year primarily due to 190the impact of lower sales volumes and 70 bps from $3.8 million of impactcosts from acquisitions,restructuring actions in Europe, partially offset by sales volume leverage. Restructuring costs included in operating expenses were $0.1 million in the first nine months of 2016.

savings from cost containment actions and RCI initiatives.

As a result of these factors, segment operating earnings of $244.0$127.9 million in the first ninesix months of 2017,2020, including $1.9$4.5 million of costs related to restructuring actions, $0.8 million of direct costs associated with COVID-19 and $1.5 million of unfavorable foreign currency effects, increased $28.7compared to $172.2 million from 2016 levels.in 2019. Operating margin for the Repair Systems & Information Group of 24.6%22.9% in the first ninesix months of 20172020 compared to 25.0%25.4% last year.

Financial Services

                                                                                          
   Three Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

Financial services revenue

    $79.0         100.0%       $71.6         100.0%       $7.4         10.3%   

Financial services expenses

     (23.0)      -29.1%        (21.0)      -29.3%        (2.0)      -9.5%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $56.0       70.9%       $50.6       70.7%       $5.4       10.7%   
  

 

 

     

 

 

     

 

 

   

 Three Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
Financial services revenue$84.6  100.0 %$84.1  100.0 %$0.5  0.6 %
Financial services expenses(27.0) (31.9)%(23.5) (27.9)%(3.5) (14.9)%
Segment operating earnings$57.6  68.1 %$60.6  72.1 %$(3.0) (5.0)%

Financial services revenue of $79.0 million in the thirdsecond quarter of 20172020 increased $7.4$0.5 million, or 10.3%0.6%, from $71.6 million last year2019, primarily due to $8.0$1.5 million of higher revenue as a result of growth of the company’s financial services portfolio, partially offset by $0.7$1.0 million of decreased revenue from lower average yields on finance and contract receivables. In the third quartersecond quarters of both 2020 and 2019, the average yieldyields on finance receivables was 17.9% for 2017were 17.6%. In the second quarters of 2020 and 18.0% for 2016, and2019, the respective average yields on contract receivables were 8.2% and 9.1%. The lower yield on contract receivables was 9.2% and 9.4%.in the second quarter of 2020 primarily reflects the impact of business operation support loans to franchiseesin the COVID-19 environment. Originations of $271.8$255.8 million in the thirdsecond quarter of 2017 increased $2.02020 decreased $7.6 million, or 0.7%2.9%, from 20162019 levels.

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SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Financial services expenses primarily include personnel-related and other general and administrative costs, as well as provisions for credit losses. These expenses are generally more dependent on changes in the size of the financial services portfolio than they are on the revenue of the segment. Financial services expenses of $23.0 million in the thirdsecond quarter of 20172020 increased $2.0 million from $21.0 million last year primarily due to changes in both the size of the portfolio and in the higher provisions for credit losses.losses and from non-recurring favorable loss experience in the second quarter of 2019. As a percentage of the average financial services portfolio, financial services expenses were 1.2%1.3% in boththe second quarter of the third quarters of 20172020 and 2016.

1.1% in 2019.

Financial services operating earnings of $56.0 million in the thirdsecond quarter of 2017,2020, including $0.1$0.3 million of favorableunfavorable foreign currency effects, increased $5.4decreased $3.0 million, or 10.7%5.0%, from 20162019 levels.

                                                                                          
   Nine Months Ended 
(Amounts in millions)  September 30, 2017   October 1, 2016   Change 

Financial services revenue

    $  233.5         100.0%       $207.2         100.0%       $26.3       12.7%   

Financial services expenses

   (70.4)      -30.1%        (60.1)      -29.0%        (10.3)        -17.1%   
  

 

 

     

 

 

     

 

 

   

Segment operating earnings

    $163.1       69.9%       $147.1       71.0%       $16.0       10.9%   
  

 

 

     

 

 

     

 

 

   


 Six Months Ended
(Amounts in millions)June 27, 2020June 29, 2019Change
Financial services revenue$170.5  100.0 %$169.7  100.0 %$0.8  0.5 %
Financial services expenses(56.0) (32.8)%(47.0) (27.7)%(9.0) (19.1)%
Segment operating earnings$114.5  67.2 %$122.7  72.3 %$(8.2) (6.7)%

Financial services revenue of $233.5 million in the first ninesix months of 20172020 increased $26.3$0.8 million, or 12.7%0.5%, from $207.2 million last year2019, primarily due to $27.2$2.3 million of higher revenue as a result of continued growth of the company’s financial services portfolio, partially offset by $0.6$1.5 million of decreased revenue from lower average yields on contract receivables. In the first ninesix months of 20172020 and 2016,2019, the average yieldyields on finance receivables was 17.9% for both periods,were each 17.7%. In the first six months of 2020 and 2019 the respective average yields on contract receivables were 8.6% and 9.1%. The lower yield on contract receivables was 9.2% and 9.4%. in the first six months of 2020 primarily reflects the impact of business operation support loans to franchiseesin the COVID-19 environment. Originations of $807.0 million in 2017 decreased $8.4 million, or 1.0%, from 2016 levels.

Financial services expenses of $70.4$511.4 million in the first ninesix months of 20172020 decreased $4.5 million, or 0.9%, from 2019 levels.

Financial services expenses in the first six months of 2020 increased $10.3 million from $60.1 million last year primarily due to changes in both the size of the portfolio and in thehigher provisions for credit losses.losses related to the company’s fiscal year 2020 adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), and $2.6 million, recorded in the first quarter of 2020, of higher credit reserve requirements associated with the COVID-19 pandemic. As a percentage of the average financial services portfolio, financial services expenses were 3.7% and 3.6%2.6% in the respective first ninesix months of 20172020 and 2016.

2.2% in 2019.

Financial services operating earnings of $163.1 million in the first ninesix months of 2017,2020, including $0.7$0.5 million of unfavorable foreign currency effects, increased $16.0decreased $8.2 million, or 10.9%6.7%, from 20162019 levels.


See Note 34 to the Condensed Consolidated Financial Statements for further information on financial services.

Corporate

Snap-on’s third second quarter 20172020 general corporate expenses of $36.7$20.8 million increased $14.2$1.9 million from $22.5$18.9 million last year. Snap-on’s general corporate expenses in the first six months of 2020 of $39.3 million increased $10.5 million from $28.8 million last year. The year-over-year increase in general corporate expenses for the first six months of 2020 primarily reflects $15.0an $11.6 million fornon-recurring benefit from the legal charge partially offset by lower pension expense.

Snap-on’s general corporate expensessettlement recorded in the first nine monthsquarter of 20172019.

51

Table of $79.3 million increased $11.7 million from $67.6 million last year. The year-over-year increase in general corporate expenses primarily reflects $15.0 million for the legal charge partially offset by lower pension expense.

Contents

SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)
Non-GAAP Supplemental Data

The followingnon-GAAP supplemental data is presented for informational purposes to provide readers with insight into the information used by management for assessing the operating performance ofSnap-on Incorporated’s(“Snap-on”)non-financial services (“Operations”) and “Financial Services” businesses.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

The supplemental Operations data reflects the results of operations and financial position ofSnap-on’s tools, diagnostic and equipment products, software and othernon-financial services operations with Financial Services on the equity method. The supplemental Financial Services data reflects the results of operations and financial position ofSnap-on’s U.S. and international financial services operations. The financing needs of Financial Services are met through intersegment borrowings and cash generated from Operations; Financial Services is charged interest expense on intersegment borrowings at market rates. Income taxes are charged to Financial Services on the basis of the specific tax attributes generated by the U.S. and international financial services businesses. Transactions between the Operations and Financial Services businesses were eliminated to arrive at the Condensed Consolidated Financial Statements.

Non-GAAP Supplemental Consolidating Data – Supplemental Condensed Statements of Earnings information for the three months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, is as follows:

                                                            
  Operations*  Financial Services 
(Amounts in millions)  September 30, 
2017
  October 1,
2016
   September 30, 
2017
  October 1,
2016
 

Net sales

   $903.8         $834.1         $–            $–         

Cost of goods sold

      (455.2)           (415.0)       –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

  448.6        419.1        –           –         

Operating expenses

  (295.5)       (261.5)       –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating earnings before financial services

  153.1        157.6        –           –         

Financial services revenue

  –           –           79.0        71.6      

Financial services expenses

  –           –               (23.0)           (21.0)     
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating earnings from financial services

  –           –           56.0        50.6      
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating earnings

  153.1        157.6        56.0        50.6      

Interest expense

  (13.1)       (13.0)       –           (0.1)     

Intersegment interest income (expense) – net

  17.7        18.3        (17.7)       (18.3)     

Other income (expense) – net

  (2.1)       (0.9)       –           0.1      
 

 

 

  

 

 

  

 

 

  

 

 

 

Earnings before income taxes and equity earnings

  155.6        162.0        38.3        32.3      

Income tax expense

  (43.2)       (47.7)       (14.0)       (11.9)     
 

 

 

  

 

 

  

 

 

  

 

 

 

Earnings before equity earnings

  112.4        114.3        24.3        20.4      

Financial services – net earnings attributable toSnap-on

  24.3        20.4        –           –         

Equity earnings, net of tax

  0.4        0.5        –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings

  137.1        135.2        24.3        20.4      

Net earnings attributable to noncontrolling interests

  (3.7)       (3.5)       –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings attributable toSnap-on

   $133.4         $131.7         $24.3         $20.4      
 

 

 

  

 

 

  

 

 

  

 

 

 

 Operations*Financial Services
(Amounts in millions)June 27,
2020
June 29,
2019
June 27,
2020
June 29,
2019
Net sales$724.3  $951.3  $—  $—  
Cost of goods sold(383.1) (477.5) —  —  
Gross profit341.2  473.8  —  —  
Operating expenses(250.1) (283.9) —  —  
Operating earnings before financial services91.1  189.9  —  —  
Financial services revenue—  —  84.6  84.1  
Financial services expenses—  —  (27.0) (23.5) 
Operating earnings from financial services—  —  57.6  60.6  
Operating earnings91.1  189.9  57.6  60.6  
Interest expense(13.4) (12.3) —  (0.1) 
Intersegment interest income (expense) – net16.5  17.8  (16.5) (17.8) 
Other income (expense) – net2.0  2.1  —  —  
Earnings before income taxes and equity earnings96.2  197.5  41.1  42.7  
Income tax expense(21.3) (44.5) (10.6) (11.1) 
Earnings before equity earnings74.9  153.0  30.5  31.6  
Financial services – net earnings attributable to Snap-on30.5  31.6  —  —  
Equity earnings, net of tax0.5  0.3  —  —  
Net earnings105.9  184.9  30.5  31.6  
Net earnings attributable to noncontrolling interests(4.7) (4.5) —  —  
Net earnings attributable to Snap-on$101.2  $180.4  $30.5  $31.6  
*Snap-on with Financial Services on the equity method.




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Table of Contents
SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Non-GAAP Supplemental Consolidating Data – Supplemental Condensed Statements of Earnings information for the ninesix months ended September 30, 2017,June 27, 2020, and October 1, 2016,June 29, 2019, is as follows:

  Operations*  Financial Services 
(Amounts in millions)  September 30, 
2017
  October 1,
2016
   September 30, 
2017
  October 1,
2016
 

Net sales

   $2,712.3         $2,540.6         $–            $–         

Cost of goods sold

      (1,352.7)           (1,274.9)       –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

  1,359.6        1,265.7        –           –         

Operating expenses

  (853.3)       (786.3)       –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating earnings before financial services

  506.3        479.4        –           –         

Financial services revenue

  –           –           233.5        207.2      

Financial services expenses

  –           –               (70.4)       (60.1)     
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating earnings from financial services

  –           –           163.1        147.1      
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating earnings

  506.3        479.4        163.1        147.1      

Interest expense

  (38.6)       (38.8)       (0.2)       (0.3)     

Intersegment interest income (expense) – net

  53.1        53.9        (53.1)       (53.9)     

Other income (expense) – net

  (5.7)       (0.4)       –           0.1      
 

 

 

  

 

 

  

 

 

  

 

 

 

Earnings before income taxes and equity earnings

  515.1        494.1        109.8        93.0      

Income tax expense

  (146.6)       (145.1)       (40.5)           (34.3)     
 

 

 

  

 

 

  

 

 

  

 

 

 

Earnings before equity earnings

  368.5        349.0        69.3        58.7      

Financial services – net earnings attributable toSnap-on

  69.3        58.7        –           –         

Equity earnings, net of tax

  1.2        2.2        –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings

  439.0        409.9        69.3        58.7      

Net earnings attributable to noncontrolling interests

  (10.8)       (9.8)       –           –         
 

 

 

  

 

 

  

 

 

  

 

 

 

Net earnings attributable toSnap-on

   $428.2         $400.1         $69.3         $58.7      
 

 

 

  

 

 

  

 

 

  

 

 

 

*Snap-on with Financial Services on the equity method.

 


Operations*Financial Services
(Amounts in millions)June 27,
2020
June 29,
2019
June 27,
2020
June 29,
2019
Net sales$1,576.5  $1,873.0  $—  $—  
Cost of goods sold(813.7) (927.6) —  —  
Gross profit762.8  945.4  —  —  
Operating expenses(532.8) (568.1) —  —  
Operating earnings before financial services230.0  377.3  —  —  
Financial services revenue—  —  170.5  169.7  
Financial services expenses—  —  (56.0) (47.0) 
Operating earnings from financial services—  —  114.5  122.7  
Operating earnings230.0  377.3  114.5  122.7  
Interest expense(24.7) (24.8) (0.1) (0.1) 
Intersegment interest income (expense) – net34.6  35.5  (34.6) (35.5) 
Other income (expense) – net3.5  3.6  —  —  
Earnings before income taxes and equity earnings243.4  391.6  79.8  87.1  
Income tax expense(55.1) (89.9) (20.7) (22.6) 
Earnings before equity earnings188.3  301.7  59.1  64.5  
Financial services – net earnings attributable to Snap-on59.1  64.5  —  —  
Equity earnings, net of tax0.5  0.8  —  —  
Net earnings247.9  367.0  59.1  64.5  
Net earnings attributable to noncontrolling interests(9.5) (8.7) —  —  
Net earnings attributable to Snap-on$238.4  $358.3  $59.1  $64.5  

* Snap-on with Financial Services on the equity method.




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SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Non-GAAP Supplemental Consolidating Data – Supplemental Condensed Balance Sheet information as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, is as follows:

  Operations*  Financial Services 
(Amounts in millions) September 30,
2017
  December 31,
2016
  September 30,
2017
  December 31,
2016
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

     $93.9          $77.5          $0.2          $0.1     

Intersegment receivables

  21.0       15.0       –          –        

Trade and other accounts receivable – net

  674.6       598.2       0.6       0.6     

Finance receivables – net

  –          –          505.8       472.5     

Contract receivables – net

  8.3       7.9       91.5       80.2     

Inventories – net

  649.9       530.5       –          –        

Prepaid expenses and other assets

  127.6       122.4       0.8       1.1     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

  1,575.3       1,351.5       598.9       554.5     

Property and equipment – net

  472.6       423.8       1.6       1.4     

Investment in Financial Services

  311.6       288.7       –          –        

Deferred income tax assets

  55.2       49.1       26.0       23.7     

Intersegment long-term notes receivable

  553.0       584.7       –          –        

Long-term finance receivables – net

  –          –          1,018.6       934.5     

Long-term contract receivables – net

  11.2       11.2       299.2       275.5     

Goodwill

  924.0       895.5       –          –        

Other intangibles – net

  258.3       184.6       –          –        

Other assets

  52.6       47.9       –          0.1     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

     $    4,213.8          $    3,837.0          $    1,944.3          $    1,789.7     
 

 

 

  

 

 

  

 

 

  

 

 

 

 Operations*Financial Services
(Amounts in millions)June 27,
2020
December 28,
2019
June 27,
2020
December 28,
2019
ASSETS
Current assets:
Cash and cash equivalents$685.9  $184.4  $0.3  $0.1  
Intersegment receivables13.6  14.2  —  —  
Trade and other accounts receivable – net562.7  693.5  0.8  1.1  
Finance receivables – net—  —  508.5  530.1  
Contract receivables – net7.0  6.8  90.7  93.9  
Inventories – net784.0  760.4  —  —  
Prepaid expenses and other assets132.3  111.8  9.2  7.0  
Total current assets2,185.5  1,771.1  609.5  632.2  
Property and equipment – net507.8  519.8  1.6  1.7  
Operating lease right-of-use assets47.7  52.9  2.5  2.7  
Investment in Financial Services340.9  340.5  —  —  
Deferred income tax assets24.6  32.7  22.5  19.6  
Intersegment long-term notes receivable267.8  755.5  —  —  
Long-term finance receivables – net—  —  1,140.3  1,103.5  
Long-term contract receivables – net14.3  16.0  352.6  344.1  
Goodwill924.5  913.8  —  —  
Other intangibles – net241.0  243.9  —  —  
Other assets73.5  73.0  0.2  0.2  
Total assets$4,627.6  $4,719.2  $2,129.2  $2,104.0  
* Snap-on with Financial Services on the equity method.


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SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Non-GAAP Supplemental Consolidating Data – Condensed Balance Sheets Information (continued):

  Operations*  Financial Services 
(Amounts in millions)   September 30,  
2017
    December 31,  
2016
    September 30,  
2017
    December 31,  
2016
 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Notes payable and current maturities of long-term debt

     $203.4          $151.4          $250.0          $150.0     

Accounts payable

  203.4       170.3       1.3       0.6     

Intersegment payables

  –          –          21.0       15.0     

Accrued benefits

  47.7       52.8       0.1       –        

Accrued compensation

  72.2       85.7       2.6       4.1     

Franchisee deposits

  76.1       66.7       –          –        

Other accrued liabilities

  338.9       292.1       34.5       22.8     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total current liabilities

  941.7       819.0       309.5       192.5     

Long-term debt and intersegment long-term

  –          –          1,308.0       1,293.5     

Deferred income tax liabilities

  28.5       13.1       –          –        

Retiree health care benefits

  34.3       36.7       –          –        

Pension liabilities

  181.8       246.5       –          –        

Other long-term liabilities

  87.5       86.5       15.2       15.0     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  1,273.8       1,201.8       1,632.7       1,501.0     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity attributable toSnap-on Inc.

  2,921.8       2,617.2       311.6       288.7     

Noncontrolling interests

  18.2       18.0       –          –        
 

 

 

  

 

 

  

 

 

  

 

 

 

Total equity

  2,940.0       2,635.2       311.6       288.7     
 

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

     $    4,213.8          $    3,837.0          $    1,944.3          $    1,789.7     
 

 

 

  

 

 

  

 

 

  

 

 

 


 Operations*Financial Services
(Amounts in millions)June 27,
2020
December 28,
2019
June 27,
2020
December 28,
2019
LIABILITIES AND EQUITY
Current liabilities:
Notes payable$12.1  $202.9  $—  $—  
Accounts payable184.7  197.3  1.5  1.2  
Intersegment payables—  —  13.6  14.2  
Accrued benefits48.5  53.2  —  0.1  
Accrued compensation61.1  52.2  2.8  1.7  
Franchisee deposits83.3  68.2  —  —  
Other accrued liabilities396.7  353.7  47.7  25.7  
Total current liabilities786.4  927.5  65.6  42.9  
Long-term debt and intersegment long-term debt—  —  1,704.5  1,702.4  
Deferred income tax liabilities67.5  69.3  —  —  
Retiree health care benefits32.2  33.6  —  —  
Pension liabilities109.0  122.1  —  —  
Operating lease liabilities30.7  34.5  2.7  3.0  
Other long-term liabilities93.2  101.4  15.5  15.2  
Total liabilities1,119.0  1,288.4  1,788.3  1,763.5  
Total shareholders’ equity attributable to Snap-on Inc.3,486.7  3,409.1  340.9  340.5  
Noncontrolling interests21.9  21.7  —  —  
Total equity3,508.6  3,430.8  340.9  340.5  
Total liabilities and equity$4,627.6  $4,719.2  $2,129.2  $2,104.0  
* Snap-on with Financial Services on the equity method.



55

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SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Liquidity and Capital Resources

Snap-on’s growth has historically been funded by a combination of cash provided by operating activities and debt financing.Snap-on believes that its cash from operations and collections of finance receivables, coupled with its sources of borrowings and available cash on hand, are sufficient to fund its currently anticipated requirements for scheduled debt repayments, (including the repayment of $250 million of unsecured 4.25% notes, due January 15, 2018 (the “2018 Notes”)), payments of interest and dividends, new receivables originated by our financial services businesses, capital expenditures, working capital, the funding of pension plans, and funding for share repurchases and acquisitions, if and as they arise.
Due toSnap-on’s credit rating over the years, external funds have been available at an acceptable cost. As of the close of business on October 13, 2017,July 24, 2020, Snap-on’s long-term debt and commercial paper were rated, respectively, A2 andP-1 by Moody’s Investors Service;A- andA-2 by Standard & Poor’s; and A and F1 by Fitch Ratings.Snap-on believes that its current credit arrangements are sound and that the strength of its balance sheet affords the company the financial flexibility, including through access to financial markets for potential new financing, to respond to both internal growth opportunities and those available through acquisitions. However, based on current macroeconomic conditions resulting from the on-going uncertainty caused by COVID-19, Snap-on cannot provide any assurances of the availability of future financing or the terms on which it might be available, or that its debt ratings may not decrease.

The following discussion focuses on information included in the accompanying Condensed Consolidated Balance Sheets.

As of September 30, 2017,June 27, 2020, working capital (current assets less current liabilities) of $923.1$1,943.0 million increased $28.6$510.1 million from $894.5$1,432.9 million as of December 31, 201628, 2019 (fiscal 2016 year end) due to2019 year-end) primarily as a $261.9 millionresult of the net increase in total current assets, partially offset by a $233.3 million increase in total current liabilities aschanges discussed below.

The following represents the company’s working capital position as of September 30, 2017,June 27, 2020, and December 31, 2016:

(Amounts in millions)  September 30,
2017
   December 31,
2016
 

Cash and cash equivalents

      $94.1            $77.6      

Trade and other accounts receivable – net

   675.2         598.8      

Finance receivables – net

   505.8         472.5      

Contract receivables – net

   99.8         88.1      

Inventories – net

   649.9         530.5      

Prepaid expenses and other assets

   121.1         116.5      
  

 

 

   

 

 

 

Total current assets

   2,145.9         1,884.0      
  

 

 

   

 

 

 

Notes payable and current maturities of long-term debt

   (453.4)        (301.4)     

Accounts payable

   (204.7)        (170.9)     

Other current liabilities

   (564.7)        (517.2)     
  

 

 

   

 

 

 

Total current liabilities

   (1,222.8)        (989.5)     
  

 

 

   

 

 

 

Total working capital

      $923.1            $894.5      
  

 

 

   

 

 

 

28, 2019:


(Amounts in millions)June 27,
2020
December 28,
2019
Cash and cash equivalents$686.2  $184.5  
Trade and other accounts receivable – net563.5  694.6  
Finance receivables – net508.5  530.1  
Contract receivables – net97.7  100.7  
Inventories – net784.0  760.4  
Prepaid expenses and other assets132.5  110.2  
Total current assets2,772.4  2,380.5  
Notes payable(12.1) (202.9) 
Accounts payable(186.2) (198.5) 
Other current liabilities(631.1) (546.2) 
Total current liabilities(829.4) (947.6) 
Total working capital$1,943.0  $1,432.9  
Cash and cash equivalents of $94.1$686.2 million as of September 30, 2017,June 27, 2020, increased $16.5$501.7 million from 20162019 year-end levels primarily due toto: (i) $528.9$489.9 million of net proceeds from the April 30, 2020 issuance of $500 million of unsecured 3.10% notes that mature on May 1, 2050 (the “2050 Notes”); (ii) $467.0 million of cash generated from operations; (iii) $357.5 million of cash from collections of finance receivables; (ii) $415.0 million of cash generated from operations, including $14.9 million of cash proceeds from the first-quarter 2017 settlement of a treasury lock; (iii) $297.8 million of net proceeds from the February 15, 2017 issuance of $300 million of unsecured 3.25% notes that mature on March 1, 2027 (the “2027 Notes”);and (iv) $51.0 million of net proceeds from notes payable and other short-term borrowings; and (v) $36.2$13.8 million of cash proceeds from stock purchase and option plan exercises. These increases in cash and cash equivalents were partially offset byby: (i) the funding of $670.0$414.6 million of new finance receivables; (ii) $190.0 million of net repayments on other short-term borrowings; (iii) dividend payments to shareholders of $117.7 million; (iv) the repurchase of 1,348,000349,000 shares of the company’s common stock for $212.6 million; (iii) the January 2017 repayment of $150 million of long-term notes at maturity (the “2017 Notes”); (iv) dividend payments to shareholders of $123.0$50.5 million; (v) the funding of $82.9$29.0 million for acquisitions;of capital expenditures; and (vi) the funding of $57.3$6.1 million of capital expenditures.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

for acquisitions.

Of the $94.1$686.2 million of cash and cash equivalents as of September 30, 2017, $76.7June 27, 2020, $181.7 million was held outside of the United States.Snap-on maintainsnon-U.S. funds in its foreign operations to: (i) provide adequate working capital; (ii) satisfy various regulatory requirements; and/or (iii) take advantage of business expansion opportunities as they arise. The repatriationAlthough the Tax Cuts and Jobs Act (“Tax Act”) generally eliminated U.S. federal taxation of cashdividends from certain foreign subsidiaries, could have adverse net tax consequences on the company shouldSnap-onsuch dividends may still be requiredsubject to pay and record U.S.state income taxestaxation and foreign withholding taxes on such funds. Alternatively, the repatriation of cash from certain other foreign subsidiaries could result in favorable net tax consequences for the company.taxes. Snap-on periodically evaluates its cash held outside the United States and may pursue opportunities to repatriate certain foreign cash amounts to the extent that it does not incur unfavorable net tax consequences.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)
Trade and other accounts receivable – net of $675.2$563.5 million as of September 30, 2017, increased $76.4June 27, 2020, decreased $131.1 million from 20162019 year-end levels, primarily due to higherthe impact of lower sales $22.2volume as a result of the COVID-19 pandemic, collections and $8.2 million of foreign currency translation and $9.1 million of receivables related to the Norbar, BTC and TCS acquisitions.translation. Days sales outstanding (trade and other accounts receivable – net as of the respective period end, divided by the respective trailing 12 months sales, times 360 days) was 59 days at June 27, 2020, and 67 days at September 30, 2017, and 63 days at December 31, 2016.

28, 2019.

The current portions of net finance and contract receivables of $605.6$606.2 million as of September 30, 2017,June 27, 2020, compared to $560.6$630.8 million at 20162019 year end. The long-term portions of net finance and contract receivables of $1,329.0$1,507.2 million as of September 30, 2017,June 27, 2020, compared to $1,221.2$1,463.6 million at 20162019 year end. The combined $152.8$19.0 million increase in net current and long-term finance and contract receivables over 20162019 year-end levels is primarily due to the continued growth of the company’s financial services portfolio, and $20.0 million of foreign currency translation.                

Inventories – net of $649.9 million as of September 30, 2017, increased $119.4 million from 2016year-end levels primarily to support continued higher customer demand and new product introductions, as well as from $24.1partially offset by $7.5 million of foreign currency translation, and $6.0$8.1 million of inventories relatedprovision charges resulting from the company’s fiscal year 2020 adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) and $2.6 million of higher credit reserve requirements as a result of the economic uncertainty associated with the COVID-19 pandemic.

Inventories – net of $784.0 million as of June 27, 2020, increased $23.6 million from 2019 year-end levels primarily to the Norbar and TCS acquisitions.support critical industries, partially offset by $6.1 million of foreign currency translation. Inventory turns (trailing 12 months of cost of goods sold, divided by the average of the beginning and ending inventory balance for the trailing 12 months) were 3.12.3 turns and 3.32.6 turns as of September 30, 2017,June 27, 2020, and December 31, 2016,28, 2019, respectively. Inventories accounted for using thefirst-in,first-out (“FIFO”) method approximated 60% and 59%58% of total inventories as of September 30, 2017,both June 27, 2020, and December 31, 2016,28, 2019, respectively. All other inventories are accounted for using thelast-in,first-out (“LIFO”) method. The company’s LIFO reserve was $74.4 million and $73.2$84.5 million as of September 30, 2017,both June 27, 2020, and December 31, 2016, respectively.

28, 2019.

Notes payable and current maturities of long-term debt of $453.4$12.1 million as of September 30, 2017,June 27, 2020, represented other notes. There were no commercial paper borrowings outstanding as of June 27, 2020. As of 2019 year end, notes payable of $202.9 million included $250 million of the 2018 Notes, $170$193.6 million of commercial paper borrowings and $33.4$9.3 million of other notes. As of 2016 year end, notes payable and current maturities of long-term debt of $301.4 million included $150 million of the 2017 Notes (that were repaid upon maturity in January 2017), $130 million of commercial paper borrowings and $21.4 million of other notes. As of 2016 year end, the 2018 Notes were included in “Long-term debt” on the accompanying Condensed Consolidated Balance Sheets as their scheduled maturity was in excess of one year of the 2016year-end balance sheet date.

Accounts payable of $204.7$186.2 million as of September 30, 2017, increased $33.8June 27, 2020, decreased $12.3 million from 20162019 year-end levels primarily due to the timing of payments and $6.5$0.3 million of foreign currency translation.

Other accrued liabilities of $366.0$435.4 million as of September 30, 2017,June 27, 2020, increased $58.1$64.6 million from 20162019 year-end levels primarily due to higher income tax accruals, for which the $15.0 million legal charge and $10.3payment due date was extended as a result of COVID-19, partially offset by $1.8 million of foreign currency translation.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

Long-term debt of $755.0$1,436.7 million as of September 30, 2017,June 27, 2020, consisted ofof: (i) $200 million of unsecured 6.70% notes that mature in 2019; (ii) $250 million of unsecured 6.125% notes that mature in 2021;2021 (the “2021 Notes”); (ii) $300 million of unsecured 3.25% notes that mature in 2027 (the “2027 Notes”); (iii) $400 million of unsecured 4.10% notes that mature in 2048 (the “2048 Notes”); and (iv) $500 million of the 2050 Notes, partially offset by $13.3 million from the net effects of debt amortization costs and fair value adjustments of interest rate swaps. Long-term debt of $946.9 million as of 2019 year end consisted of: (i) $250 million of the 2021 Notes; (ii) $300 million of the 2027 Notes; and (iv) $5.0 million of other long-term debt. Long-term debt of $708.8 million as of 2016 year end consisted of (i) $250(iii) $400 million of the 2018 Notes; (ii) $2002048 Notes, partially offset by $3.1 million from the net effects of unsecured 6.70% notes that mature in 2019; (iii) $250 milliondebt amortization costs and fair value adjustments of unsecured 6.125% notes that mature in 2021; and (iv) $8.8 million of other long-term debt. As of 2016 year end, the 2018 Notes were included in “Long-term debt” on the accompanying Consolidated Balance Sheets as their scheduled maturity was in excess of one year of the 2016year-end balance sheet date; the 2027 Notes were issued in February 2017.

interest rate swaps.


Snap-on has a five-year, $700an $800 million multi-currency revolving credit facility that terminates on December 15, 2020September 16, 2024 (the “Credit Facility”); as of September 30, 2017, no amounts were outstanding under the Credit Facility.Facility as of June 27, 2020. Borrowings under the Credit Facility bear interest at varying rates based on either: (i) Snap-on’s then-current, long-term debt ratings. The Credit Facility’s financial covenant requires thatSnap-on maintain, asratings; or (ii) Snap-on’s then-current ratio of each fiscal quarter end, either (i) a ratio not greater than 0.60 to 1.00 of consolidated net debt (consolidated debt net of certain cash adjustments) to the sum of such consolidated net debt plus total equity and less accumulated other comprehensive income or loss (the “Debt Ratio”adjustments (“Consolidated Net Debt”); or (ii) a ratio not greater than 3.50 to 1.00 of such consolidated net debt to earnings before interest, taxes, depreciation, amortization and certain other adjustments for the preceding four fiscal quarters then ended (the “Debt“Consolidated Net Debt to EBITDA Ratio”). The Credit Facility’s financial covenant requires that Snap-on maintain, as of each fiscal quarter end, either (i) a ratio not greater than 0.60 to 1.00 of Consolidated Net Debt to the sum of Consolidated Net Debt plus total equity and less accumulated other comprehensive income or loss (the “Leverage Ratio”); or (ii) a Consolidated Net Debt to EBITDA Ratio not greater than 3.50 to 1.00. Snap-on may, up to two times during any five-year period during the term of the Credit Facility (including any extensions thereof), elect to increase the maximum DebtLeverage Ratio to 0.65 to 1.00 and/or increase the maximum Consolidated Net Debt to EBITDA Ratio to 3.754.00 to 1.00 for four consecutive fiscal quarters in connection with certain material acquisitions (as defined in the related credit agreement). As of September 30, 2017,June 27, 2020, the company’s actual ratios of 0.260.17 and 1.16,0.86 respectively, were both within the permitted ranges set forth in this financial covenant.Snap-on generally issues commercial paper to fund its financing needs on a short-term basis and uses the Credit Facility asback-up liquidity to support such commercial paper issuances.

Snap-on’s Credit Facility and other debt agreements also contain certain usual and customary borrowing, affirmative, negative and maintenance covenants. As

57

Table of September 30, 2017,Contents
SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)
Snap-on was in compliance with all covenants of its Credit Facility and other debt agreements.

Snap-on believes it has sufficient available cash and access to both committed and uncommitted credit facilities to cover its expected funding needs on both a short-term and long-term basis, includinghowever, it is continuing to monitor the repaymentimpact of the 2018 Notes upon maturity.COVID-19 pandemic on its business and the credit and financial markets. Snap-on manages its aggregate short-term borrowings so as not to exceed its availability under the revolving Credit Facility.Snap-on believes that it can access short-term debt markets, predominantly through commercial paper issuances and existing lines of credit, to fund its short-term requirements and to ensure near-term liquidity.Snap-on regularly monitors the credit and financial markets and, if it believes conditions are favorable, it may take advantage of what it believes are favorable marketsuch conditions to issue long-term debt to further improve its liquidity and capital resources. Near-term liquidity requirements forSnap-on include scheduled debt payments, (including the repayment of the 2018 Notes), payments of interest and dividends, funding to support new receivables originated by our financial services businesses, capital expenditures, working capital, the funding of pension plans, and funding for share repurchases and acquisitions, if and as they arise.Snap-on intends to make contributions of $7.1$8.7 million to its foreign pension plans and $2.3$2.9 million to its domestic pension plans in 2017,2020, as required by law. In the first nine months of 2017,Snap-on made $60.0 million of discretionary cash contributions to its domestic pension plans; dependingDepending on market and other conditions,Snap-on may make additional discretionary cash contributions to its pension plans in the balance of 2017.

2020.

Snap-on’s long-term financing strategy is to maintain continuous access to the debt markets to accommodate its liquidity needs, including the potential use of commercial paper, additional fixed-term debt and/or securitizations.

The following discussion focuses on information included in the accompanying Condensed Consolidated Statements of Cash Flows.

Operating Activities

Net cash provided by operating activities was $415.0$467.0 million and $415.6$346.8 million in the first ninesix months of 20172020 and 2016,2019, respectively. The $0.6$120.2 million year-over-year decreaseincrease in net cash provided by operating activities primarily reflects an increase of $247.8 million from net changes in operating assets and liabilities, partially offset by highera $119.1 million decrease in net earnings and $14.9 million of cash proceeds from the settlement of a treasury lock.

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

earnings.


Investing Activities

Net cash used by investing activities of $282.4$95.4 million in the first ninesix months of 20172020 included additions to finance receivables of $670.0$414.6 million, partially offset by collections of $528.9$357.5 million. Net cash used by investing activities of $244.1$103.9 million in the first ninesix months of 20162019 included additions to finance receivables of $691.4$431.1 million, partially offset by collections of $501.7$383.5 million. Finance receivables are comprised of extended-term installment payment contracts to both technicians and independent shop owners (i.e., franchisees’ customers) to enable them to purchase tools and diagnostic and equipment products on an extended-term payment plan, generally with average payment terms approachingof approximately four years.

Net cash used by investing activities in the respective first ninesix months of 20172020 and 2019 also included a total of $82.9$6.1 million (net of $1.8and $9.3 million of cash acquired) for acquisitions. See Note 23 to the Consolidated Financial Statements for information onabout acquisitions.

Capital expenditures were $57.3$29.0 million and $56.6$48.2 million in the first ninesix months of 20172020 and 2016,2019, respectively. Capital expenditures in both years included continued investments related to the company’s execution of its strategic Value Creation Processes around safety, quality, customer connection, innovation and Rapid Continuous Improvement.

RCI. The lower capital spending as compared to the prior year was a result of decreased expenditures as a result of the economic uncertainty related to the COVID-19 pandemic.

Financing Activities

Net cash provided by financing activities of $132.4 million in the first six months of 2020 included Snap-on’s sale, on April 30, 2020, of $500 million of the 2050 Notes at a discount, from which Snap-on received $489.9 million of net proceeds, reflecting $4.4 million of transactions costs, partially offset by repayments of notes payable and other short-term borrowings of $190.0 million. Net cash used by financing activities of $119.5$220.7 million in the first ninesix months of 20172019 included the $150 million repaymentrepayments of the 2017 Notes at maturity, and the other items discussed below. These amounts were partially offset bySnap-on’s sale, on February 15, 2017, of $300 million of the 2027 Notes at a discount, from whichSnap-on received $297.8 million of net proceeds, reflecting $1.9 million of transaction costs, and $51.0 million of net proceeds from notes payable and other short-term borrowings. Net cash used by financing activities was $146.8 million in the first nine monthsborrowings of 2016.    

$18.2 million.

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Table of Contents
SNAP-ON INCORPORATED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(continued)
Proceeds from stock purchase and option plan exercises totaled $36.2$13.8 million and $32.4$24.6 million in the respective first ninesix months of 20172020 and 2016.2019, respectively. Snap-on has undertaken stock repurchases from time to time to offset dilution created by shares issued for employee and franchisee stock purchase plans, andas well as stock options, as well asand for other corporate purposes. In the first ninesix months of 2017,2020, Snap-on repurchased 1,348,000349,000 shares of its common stock for $212.6$50.5 million under its previously announced share repurchase programs, including the up to $500 million share repurchase program approved by the Board of Directors on August 3, 2017. The 2017 share repurchase program replaced the company’s 1998 and 1999 share repurchase programs; the company’s 1996 repurchase program remains unchanged.programs. In the first ninesix months of 2016,2019, Snap-on repurchased 492,000660,000 shares of its common stock for $76.4$107.5 million under its previously announced share repurchase programs. As of September 30, 2017,June 27, 2020, Snap-on had remaining availability to repurchase up to an additional $438.8$330.4 million in common stock pursuant to its Board of Directors’ (“Board”)Board’s authorizations. The purchase ofSnap-on common stock is at the company’s discretion, subject to prevailing financial and market conditions.Snap-on believes that its cash generated from operations, available cash on hand, and funds available from its credit facilities, will be sufficient to fund the company’s additional share repurchases, if any, in the balance of 2017.

any.

Snap-on has paid consecutive quarterly cash dividends, without interruption or reduction, since 1939. Cash dividends totaled $123.0$117.7 million and $106.3$105.3 million in the first ninesix months of 20172020 and 2016,2019, respectively. On November 3, 2016,8, 2019, the Board increased the quarterly cash dividend by 16.4%13.7% to $0.71$1.08 per share ($2.844.32 per share annualized).Snap-on believes that its cash generated from operations, available cash on hand, and funds available from its credit facilities, will be sufficient to pay dividends in the balance of 2017.    

SNAP-ON INCORPORATED

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS

(continued)

dividends.


Off-Balance Sheet Arrangements

The company had nooff-balance sheet arrangements as of September 30, 2017.

June 27, 2020.

Critical Accounting Policies and Estimates

Snap-on’s disclosures of its critical accounting policies, which are contained in its Annual Report on Form10-K for the fiscal year ended December 31, 2016,28, 2019, and on Form 10-Q for the period ended March 28, 2020, have not materially changed since those reports were filed.
Outlook
COVID-19 has spread across the globe during 2020 and is impacting economic activity worldwide. Snap-on experienced improving trends in the second quarter as our operations learned to accommodate the risks and safely pursue opportunities in the COVID-19 environment. In the near term, the company believes there will be continued sequential improvements, reflecting increasing levels of accommodations to the virus-related turbulence, though it cannot provide assurances on the rate of progress due to the uncertain and evolving nature and duration of the pandemic.
Snap-on is responding to the global macroeconomic challenges by deepening its RCI, sourcing and other cost reduction initiatives. Snap-on recorded $4.0 million and $11.5 million of costs related to restructuring actions in the second quarter and first six months of 2020, respectively. Snap-on will continue to manage its cash flows and balance its capital allocation priorities, including investments and the need for further cost reduction actions; the COVID-19 pandemic makes it difficult to presently predict this balance as the company continually adjusts to the changing environment. Snap-on expects that reportcapital expenditures in 2020 will be in a range of $75 million to $85 million, of which $29.0 million was filed.

Outlook

incurred in the first six months of the year.

Despite near term uncertainty, Snap-on expects to make continued progress in 2017 alongmaintain focus on its defined runways for coherent growth, leveraging capabilities already demonstrated in the automotive repair arena and developing and expanding its professional customer base, not only in automotive repair, but in adjacent markets, additional geographies and other areas, including extending in critical industries, where the cost and penalties for failure can be high. In pursuit of these initiatives,

Snap-on expects that capital expenditures in 2017 will be in a range of $80 million to $90 million, of which $57.3 million was expended in the first nine months.Snap-on also currently anticipates that its full year 20172020 effective income tax rate will be comparablein the range of 23% to its 2016 full year rate.

25%.
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Table of Contents

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Market, Credit and Economic Risks

Market risk is the potential economic loss that may result from adverse changes in the fair value of financial instruments.Snap-on is exposed to market risk from changes in interest rates and foreign currency exchange rates, including as a result of the weakening of the British poundvis-à-vis the U.S. dollar following the United Kingdom’s vote to exit from the European Union.rates. Snap-on is also exposed to market risk associated with the stock-based portion of its deferred compensation plans.Snap-on monitors its exposure to these risks and attempts to manage the underlying economic exposures through the use of financial instruments such as foreign currency forward contracts, interest rate swap agreements, treasury lock agreements and prepaid equity forward agreements (“equity forwards”).Snap-on does not use derivative instruments for speculative or trading purposes.Snap-on’s broad-based business activities help to reduce the impact that volatility in any particular area or related areas may have on its operating earnings as a whole.Snap-on’s management takes an active role in the risk management process and has developed policies and procedures that require specific administrative and business functions to assist in the identification, assessment and control of various risks.

Foreign Currency Risk Management

Snap-on has significant international operations and is subject to certain risks inherent with foreign operations that include currency fluctuations. Foreign currency exchange risk exists to the extent thatSnap-on has payment obligations or receipts denominated in currencies other than the functional currency, including intercompany loans denominated in foreign currencies. To manage these exposures,Snap-on identifies naturally offsetting positions and then purchases hedging instruments to protect the residual net exposures. See Note 910 to the Condensed Consolidated Financial Statements for information on foreign currency risk management.

Interest Rate Risk Management

Snap-on aims to control funding costs by managing the exposure created by the differing maturities and interest rate structures ofSnap-on’s borrowings through the use of interest rate swap agreements. Treasury lock agreements are used from time to time to manage the potential change in interest rates in anticipation of the possible issuance of fixed rate debt. See Note 910 to the Condensed Consolidated Financial Statements for information on interest rate risk management.

Snap-on utilizes aValue-at-Risk (“VAR”) model to determine the potentialone-day loss in the fair value of its interest rate and foreign exchange-sensitive financial instruments from adverse changes in market factors. The VAR model estimates were made assuming normal market conditions and a 95% confidence level.Snap-on’s computations are based on the inter-relationships among movements in various currencies and interest rates(variance/ (variance/co-variance technique). These inter-relationships were determined by observing interest rate and foreign currency market changes over the preceding quarter.

The estimated maximum potentialone-day loss in fair value, calculated using the VAR model, as of September 30, 2017,June 27, 2020, was $1.8$23.6 million on interest rate-sensitive financial instruments and $0.5$0.1 million on foreign currency-sensitive financial instruments. The VAR model is a risk management tool and does not purport to represent actual losses in fair value that will be incurred bySnap-on, nor does it consider the potential effect of favorable changes in market factors.

Stock-based Deferred Compensation Risk Management

Snap-on aims to manage market risk associated with the stock-based portion of its deferred compensation plans through the use of equity forwards. Equity forwards are used to aid in offsetting the potentialmark-to-market effect on stock-based deferred compensation from changes inSnap-on’s stock price. Since stock-based deferred compensation liabilities increase as the company’s stock price rises and decrease as the company’s stock price declines, the equity forwards are intended to mitigate the potential impact on deferred compensation expense that may result from suchmark-to-market changes. See Note 910 to the Condensed Consolidated Financial Statements for additional information on stock-based deferred compensation risk management.


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Table of Contents
Credit Risk

Credit risk is the possibility of loss from a customer’s failure to make payments according to contract terms. Prior to extending credit, each customer is evaluated, taking into consideration various factors, including the customer’s financial condition, debt-servicing ability, past payment experience, credit bureau information, and other financial and qualitative factors that may affect the customer’s ability to repay, as well as the value of the underlying collateral. CreditFinance receivable credit risk is also monitored regularly through the use of internal proprietary custom scoring models to evaluate each transaction at the time of the application for credit and by periodically updating those credit scores for ongoing monitoring purposes.credit. Snap-on evaluates credit quality through the use of an internal proprietary measuring system that provides a framework to analyze finance and contract receivables on the basis of risk factors of the individual obligor as well as transaction specific risk. The finance and contract receivables are typically monitored through an asset quality review process that closely monitors past due accounts and initiates a progressive collection action process when appropriate.

Counterparty Risk

Snap-on is exposed to credit losses in the event ofnon-performance by the counterparties to its various financial agreements, including its foreign currency forward contracts, interest rate swap agreements, treasury lock agreements and prepaid equity forward agreements.Snap-on does not obtain collateral or other security to support financial instruments subject to credit risk, but monitors the credit standing of the counterparties and generally enters into agreements with financial institution counterparties with a credit rating ofA- or better.Snap-on does not anticipatenon-performance by its counterparties, but cannot provide assurances.

assurances, especially in the current environment.

Economic Risk

Economic risk is the possibility of loss resulting from economic instability in certain areas of the world.Snap-on continually monitors its exposure in these markets; formarkets. For example, the company is monitoring the impact of and developments related to COVID-19, which has created global economic uncertainty. In addition, the company is monitoring the potential effects of the United Kingdom’s pending exit from the European Union, although it is too soon to know what effects this might have on the world economy or the company. Inflation has not had a significant impact on the company.

As a result of the above market, credit and economic risks, net earnings and revenues in any particular period may not be representative of full-year results and may vary significantly from year to year.

Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Snap-on maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that material information relating to the company and its consolidated subsidiaries is timely communicated to the officers who certifySnap-on’s financial reports and to other members of senior management and the Board, as appropriate.

In accordance with Rule13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Exchange Act) as of September 30, 2017.June 27, 2020. Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2017,June 27, 2020, to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.


Changes in Internal Control

There has not been any change in the company’s internal control over financial reporting during the quarter ended September 30, 2017,June 27, 2020, that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting (as such term is defined in Exchange Act Rules13a-15(f) and15d-15(f)).

61

PART II. OTHER INFORMATION


Item 1A: Risk Factors

In addition to the risks and uncertainties discussed in this quarterly report on Form 10-Q, particularly those disclosed in Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations, see “Risk Factors” in the Company’s annual report on Form 10-K for fiscal year ended December 28, 2019, and in its quarterly report on Form 10-Q for the quarterly period ended March 28, 2020. There have been no material changes to the Risk Factors.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following chart discloses information regarding the shares

There were no repurchases ofSnap-on’s common stock repurchased by the company during the thirdsecond quarter of fiscal 2017, all of which were purchased pursuant to the Board’s authorizations that the company has publicly announced.2020. Snap-on has undertaken stock repurchases from time to time to offset dilution created by shares issued for employee and franchisee stock purchase plans stock options and equity plans, and for other corporate purposes, as well as when the company believes market conditions are favorable. The repurchase ofSnap-on common stock is at the company’s discretion, subject to prevailing financial and market conditions.

                  Period                   

  Shares
purchased
   Average
price
per share
   Shares
purchased as part  of
publicly announced
plans or programs
   Approximate
value of shares
that may yet be
purchased under
publicly
announced plans
or programs*
 
07/02/17 to 07/29/17   90,000         $    151.12        90,000               $    131.2 million     
07/30/17 to 08/26/17       390,000         $150.16        390,000               $456.4 million     
08/27/17 to 09/30/17   123,000         $146.05        123,000               $438.8 million     
  

 

 

     

 

 

   

Total/Average

   603,000         $149.46        603,000              N/A                 
  

 

 

     

 

 

   

N/A: Not applicable

conditions, and pursuant to the Board’s authorizations that the company has publicly announced.
*

Subject to further adjustment pursuant to the 1996 Authorization described below,

Period                   Shares
purchased
Average
price
per share
Shares
purchased
 as part of September 30, 2017, the approximate
publicly announced
plans or programs
Approximate
value of shares
that may yet be
purchased pursuantunder
publicly
announced plans
or programs*
3/29/20 to the outstanding Board authorizations discussed below is $438.8 million.

4/25/20
$313.7 million
4/26/20 to 5/23/20$324.4 million
5/24/20 to 6/27/20$330.4 million
Total/AverageN/A
N/A: Not applicable

* Subject to further adjustment pursuant to the 1996 Authorization described below, as of June 27, 2020, the approximate value of shares that may yet be

purchased pursuant to the outstanding Board authorizations discussed below is $330.4 million.

In 1996, the Board authorized the company to repurchase shares of the company’s common stock from time to time in the open market or in privately negotiated transactions (“the 1996(the “1996 Authorization”). The 1996 Authorization allows the repurchase of up to the number of shares issued or delivered from treasury from time to time under the various plans the company has in place that call for the issuance of the company’s common stock. Because the number of shares that are purchased pursuant to the 1996 Authorization will change from time to time as (i) the company issues shares under its various plans; and (ii) shares are repurchased pursuant to this authorization, the number of shares authorized to be repurchased will vary from time to time. The 1996 Authorization will expire when terminated by the Board. When calculating the approximate value of shares that the company may yet purchase under the 1996 Authorization, the company assumed a price of $152.43, $144.91$116.07, $128.88 and $149.01$133.56 per share of common stock as of the end of the respective fiscal 20172020 months ended July 29, 2017, August 26, 2017,April 25, 2020, May 23, 2020, and September 30, 2017.

June 27, 2020.


On August 3, 2017,February 14, 2019, the Board authorized the repurchase of an aggregate of up to $500 million of the company’s common stock (“the 2017(the “2019 Authorization”). The 20172019 Authorization will expire when the aggregate repurchase price limit is met, unless terminated earlier by the Board. The 2017 Authorization replaced both the 1998 $100 million authorization and the 1999 $50 million authorization, as discussed in “Item 2; Management’s Discussion and Analysis


62

Table of Financial Condition and Results of Operations – Liquidity and Capital Resources” above.

Contents

Other Purchases or Sales of Equity Securities

The following chart discloses information regarding transactions in shares ofSnap-on’s common stock by Citibank, N.A. (“Citibank”) during the thirdsecond quarter of 20172020 pursuant to a prepaid equity forward agreement (the “Agreement”) with Citibank that is intended to reduce the impact of market risk associated with the stock-based portion of the company’s deferred compensation plans. The company’s stock-based deferred compensation liabilities, which are impacted by changes in the company’s stock price, increase as the company’s stock price rises and decrease as the company’s stock price declines. Pursuant to the Agreement, Citibank may purchase or sell shares of the company’s common stock (for Citibank’s account) in the market or in privately negotiated transactions. The Agreement has no stated expiration date and does not provide forSnap-on to purchase or repurchase its shares.

Citibank Purchases (Sales) of Snap-on Stock
PeriodShares
purchased (sold)
Average
price
per share
3/29/20 to 4/25/20
4/26/20 to 5/23/2010,300$120.50
5/24/20 to 6/27/20(13,000)$138.68
Total/Average(2,700)$130.65

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Table of Contents

Citibank Purchases ofSnap-on StockItem 6: Exhibits

                  Period                   

  Shares
purchased
   Average
price
per share
 
07/02/17 to 07/29/17   –              –          
07/30/17 to 08/26/17   –              –          
08/27/17 to 09/30/17       12,500         $    144.50     
  

 

 

   

Total/Average

   12,500         $144.50     
  

 

 

   

Item 6: Exhibits

Snap-on Incorporated 2011 Incentive Stock and Awards Plan (As Amended and Restated) *
Exhibit 31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
Exhibit 101.INSInline XBRL Instance Document**Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
Exhibit 101.SCHInline XBRL Taxonomy Extension Schema Document**Document
Exhibit 101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document**Document
Exhibit 101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document**Document
Exhibit 101.LABInline XBRL Taxonomy Extension Label Linkbase Document**Document
Exhibit 101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document**Document
Exhibit 104Cover page Inline XBRL data (contained in Exhibit 101)

*

Reflectsnon-material changes

**

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Earnings for the three and nine months ended September 30, 2017, and October 1, 2016; (ii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017, and October 1, 2016; (iii) Condensed Consolidated Balance Sheets as of September 30, 2017, and December 31, 2016; (iv) Condensed Consolidated Statements of Equity for the nine months ended September 30, 2017, and October 1, 2016; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017, and October 1, 2016; and (vi) Notes to Condensed Consolidated Financial Statements.




64

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,Snap-on Incorporated has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  SNAP-ON INCORPORATED

Date:October 19, 2017

  SNAP-ON INCORPORATED
Date: July 31, 2020

  /s//s/ Aldo J. Pagliari

Aldo J. Pagliari, Principal Financial Officer,

Senior Vice President – Finance and

Chief Financial Officer

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